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Exhibit 10.19    
    


 
 

AMENDED AND RESTATED DECLARATION    
    
    OF TRUST    
    
    First Community Bancorp/CA Statutory Trust VII    
    
    Dated as of February 5, 2004    
    





 
 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	Page

	ARTICLE I

INTERPRETATION AND DEFINITIONS
	

SECTION 1.1.	
 	

Definitions	
 	

1
	

ARTICLE II

ORGANIZATION
	

SECTION 2.1.	
 	

Name	
 	

7
	SECTION 2.2.	 	Office	 	7
	SECTION 2.3.	 	Purpose	 	7
	SECTION 2.4.	 	Authority	 	7
	SECTION 2.5.	 	Title to Property of the Trust	 	7
	SECTION 2.6.	 	Powers and Duties of the Trustees and the Administrators	 	8
	SECTION 2.7.	 	Prohibition of Actions by the Trust and the Trustees	 	11
	SECTION 2.8.	 	Powers and Duties of the Institutional Trustee	 	12
	SECTION 2.9.	 	Certain Duties and Responsibilities of the Trustees and the Administrators	 	13
	SECTION 2.10.	 	Certain Rights of Institutional Trustee	 	14
	SECTION 2.11.	 	Delaware Trustee	 	16
	SECTION 2.12.	 	Execution of Documents	 	17
	SECTION 2.13.	 	Not Responsible for Recitals or Issuance of Securities	 	17
	SECTION 2.14.	 	Duration of Trust	 	17
	SECTION 2.15.	 	Mergers	 	17
	

ARTICLE III

SPONSOR
	

SECTION 3.1.	
 	

Sponsor's Purchase of Common Securities	
 	

18
	SECTION 3.2.	 	Responsibilities of the Sponsor	 	18
	

ARTICLE IV

TRUSTEES AND ADMINISTRATORS
	

SECTION 4.1.	
 	

Number of Trustees	
 	

19
	SECTION 4.2.	 	Delaware Trustee	 	19
	SECTION 4.3.	 	Institutional Trustee; Eligibility	 	19
	SECTION 4.4.	 	Certain Qualifications of the Delaware Trustee Generally	 	20
	SECTION 4.5.	 	Administrators	 	20
	SECTION 4.6.	 	Initial Delaware Trustee	 	20
	SECTION 4.7.	 	Appointment, Removal and Resignation of the Trustees and the Administrators	 	20
	SECTION 4.8.	 	Vacancies Among Trustees	 	21
	SECTION 4.9.	 	Effect of Vacancies	 	22
	SECTION 4.10.	 	Meetings of the Trustees and the Administrators	 	22
	SECTION 4.11.	 	Delegation of Power	 	22
	SECTION 4.12.	 	Merger, Conversion, Consolidation or Succession to Business	 	22
	

ARTICLE V

DISTRIBUTIONS
	

SECTION 5.1.	
 	

Distributions	
 	

23
	 	 	 	 	 





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ARTICLE VI

ISSUANCE OF SECURITIES
	

SECTION 6.1.	
 	

General Provisions Regarding Securities	
 	

23
	SECTION 6.2.	 	Paying Agent, Transfer Agent, Calculation Agent and Registrar	 	24
	SECTION 6.3.	 	Form and Dating	 	24
	SECTION 6.4.	 	Book-Entry Capital Securities	 	25
	SECTION 6.5.	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	26
	SECTION 6.6.	 	Temporary Securities	 	27
	SECTION 6.7.	 	Cancellation	 	27
	SECTION 6.8.	 	Rights of Holders; Waivers of Past Defaults	 	27
	

ARTICLE VII

DISSOLUTION AND TERMINATION OF TRUST
	

SECTION 7.1.	
 	

Dissolution and Termination of Trust	
 	

28
	

ARTICLE VIII

TRANSFER OF INTERESTS
	

SECTION 8.1.	
 	

General	
 	

29
	SECTION 8.2.	 	Transfer Procedures and Restrictions	 	30
	SECTION 8.3.	 	Deemed Security Holders	 	33
	

ARTICLE IX

LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS
	

SECTION 9.1.	
 	

Liability	
 	

33
	SECTION 9.2.	 	Exculpation	 	33
	SECTION 9.3.	 	Fiduciary Duty	 	34
	SECTION 9.4.	 	Indemnification	 	34
	SECTION 9.5.	 	Outside Businesses	 	36
	SECTION 9.6.	 	Compensation; Fee	 	37
	

ARTICLE X

ACCOUNTING
	

SECTION 10.1.	
 	

Fiscal Year	
 	

37
	SECTION 10.2.	 	Certain Accounting Matters	 	38
	SECTION 10.3.	 	Banking	 	38
	SECTION 10.4.	 	Withholding	 	38
	

ARTICLE XI

AMENDMENTS AND MEETINGS
	

SECTION 11.1.	
 	

Amendments	
 	

39
	SECTION 11.2.	 	Meetings of the Holders of the Securities; Action by Written Consent	 	40
	

ARTICLE XII

REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE
	

SECTION 12.1.	
 	

Representations and Warranties of Institutional Trustee	
 	

41
	SECTION 12.2.	 	Representations and Warranties of Delaware Trustee	 	42
	

ARTICLE XIII

MISCELLANEOUS
	

SECTION 13.1.	
 	

Notices	
 	

43
	 	 	 	 	 



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	SECTION 13.2.	 	Governing Law	 	44
	SECTION 13.3.	 	Submission to Jurisdiction	 	44
	SECTION 13.4.	 	Intention of the Parties	 	44
	SECTION 13.5.	 	Headings	 	44
	SECTION 13.6.	 	Successors and Assigns	 	44
	SECTION 13.7.	 	Partial Enforceability	 	44
	SECTION 13.8.	 	Counterparts	 	44
	

 	
 	

ANNEXES AND EXHIBITS	
 	

 
	ANNEX I	 	Terms of TP Securities and Common Securities	 	 
	EXHIBIT A-1	 	Form of Capital Security Certificate	 	 
	EXHIBIT A-2	 	Form of Common Security Certificate	 	 




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AMENDED AND RESTATED DECLARATION OF TRUST    
    
    OF    
    
    First Community Bancorp/CA Statutory Trust VII    
    
    February 5, 2004    
    


        AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated and effective as of February 5, 2004, 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 in the assets of the Trust (as defined herein) to be issued
pursuant to this Declaration. 


        WHEREAS,
certain of the Trustees, the Administrators and the Sponsor established First Community Bancorp/CA Statutory Trust VII (the "Trust"), a statutory trust under the Statutory Trust
Act (as defined herein), pursuant to a Declaration of Trust, dated as of February 3, 2004 (the "Original Declaration"), and a Certificate of Trust filed with the Secretary of State of the State
of Delaware on February 3, 2004, for the sole purpose of issuing and selling certain securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds
thereof in the Debentures (as defined herein) of the Debenture Issuer (as defined herein) in connection with the issuance of the Capital Securities (as defined herein); 



        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 trust under the Statutory Trust Act and that this Declaration constitutes the governing
instrument of such statutory trust, and that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided
beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration, and, in consideration of the mutual covenants contained herein and other good and
valuable 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    
    



        SECTION
1.1.    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 elsewhere herein, in the Indenture; 


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


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


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


        (e)   a
term defined in the Trust Indenture Act (as defined herein) has the same meaning when used in this Declaration 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. 




        "Additional
Interest" has the meaning set forth in Section 3.06 of the Indenture. 





 

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


        "Administrators"
means each of Jared M. Wolff and Victor R. Santoro, solely in such Person's capacity as Administrator of the Trust continued hereunder and not in such Person's
individual capacity, or such Administrator's successor in interest in such capacity, or any successor appointed as herein provided. 


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


        "Applicable
Depositary Procedures" means, with respect to any transfer or transaction involving a Book-Entry Capital Security, the rules and procedures of the Depositary for
such Book-Entry Capital Security, in each case to the extent applicable to such transaction and as in effect from time to time. 


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


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



        (a)   a
court having jurisdiction in the premises enters a decree or order for relief in respect of such Person in an involuntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person 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 now or 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 other similar 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. 




        "Book-Entry
Capital Security" means a Capital Security, the ownership and transfers of which shall be made through book entries by a Depositary. 


        "Business
Day" means any day other than Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware, New York City or the city of the Corporate Trust Office
are permitted or required by any applicable law or executive order to close. 



        "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 Capital Security substantially in the form of Exhibit A 1. 


        "Capital
Treatment Event" has the meaning set forth in 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 with respect to the Trust, as amended and restated from time to time. 


        "Closing
Date" has the meaning set forth in the Purchase Agreement. 


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



        "Commission"
means the United States Securities and Exchange Commission. 


2





 



        "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 Security substantially 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. 


        "Corporate
Trust Office" means the office of the Institutional Trustee at which the corporate trust business of the Institutional Trustee shall, at any particular time, be principally
administered, which office shall at all times be located in the United States and at the date of execution of this Declaration is located at 600 Travis Street, 50th Floor, Houston, TX
77002, Attn: Institutional Trust Services—First Community Bancorp/CA Statutory Trust VII. 


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


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


        "Debenture
Issuer" means First Community Bancorp, a bank holding company incorporated in California, in its capacity as issuer of the Debentures under the Indenture. 



        "Debenture
Trustee" means JPMorgan Chase Bank, 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 Junior Subordinated Debt Securities due April 23, 2034 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 one Distribution 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 applicable during such Extension 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. 


        "Depositary"
means an organization registered as a clearing agency under the Exchange Act that is designated as Depositary by the Sponsor or any successor thereto. DTC will be the
initial Depositary. 


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


        "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. 


        "Distribution
Payment Period" means the period from and including a Distribution Payment Date, or in the case of the first Distribution Payment Period, the original date of issuance of
the Securities, to, but excluding, the next succeeding Distribution Payment Date or, in the case of the last Distribution 


3





 



Payment
Period, the Redemption Date, Special Redemption Date or Maturity Date (each as defined in the Indenture), as the case may be, for the related Debentures. 



        "DTC"
means The Depository Trust Company or any successor thereto. 


        "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. 


        "Fiduciary
Indemnified Person" shall mean each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any
Affiliate of the Institutional Trustee or 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" has the meaning set forth in Section 10.1. 


        "Global
Capital Security" means a Capital Securities Certificate evidencing ownership of Book-Entry Capital Securities. 


        "Guarantee"
means the Guarantee Agreement, dated as of the Closing Date, of the Sponsor (the "Guarantor") in respect of the Capital Securities. 



        "Holder"
means a Person in whose name a Certificate 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 Statutory Trust Act. 


        "Indemnified
Person" means a Company Indemnified Person or a Fiduciary Indemnified Person. 


        "Indenture"
means the Indenture, dated as of the Closing Date, between the Debenture Issuer and the Debenture Trustee, and any indenture supplemental thereto pursuant to which the
Debentures are to be issued. 


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


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


        "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 U.S. Dollar deposits in Europe as determined by the Calculation Agent according to paragraph 2(b) of Annex I. 


        "LIBOR
Banking Day" has the meaning set forth in paragraph 2(b)(1) of Annex 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. 


4





 



        "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
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. 


        "Notice"
has the meaning set forth in Section 2.11 of the Indenture. 


        "Officers'
Certificate" means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers' Certificate delivered with respect to compliance
with a condition or covenant 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 or investigation as, in such officer's opinion, is necessary to enable such officer to express an informed
opinion as to whether or not such covenant or condition has been complied with; and 


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




        "Owner"
means each Person who is the beneficial owner of Book-Entry Capital Securities as reflected in the records of the Depositary or, if a Depositary Participant is not
the beneficial owner, then the beneficial owner as reflected in the records of the Depositary Participant. 


        "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,
unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature. 



        "Purchase
Agreement" means the Purchase Agreement relating to the offering and sale of Capital Securities. 


        "PORTAL"
has the meaning set forth in Section 2.6(a)(i)(E). 


        "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. 


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


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


        "Registrar"
has the meaning set forth in Section 6.2. 



        "Relevant
Trustee" has the meaning set forth in Section 4.7(a). 


5





 



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


        "Restricted
Securities Legend" has the meaning set forth in Section 8.2(c). 


        "Rule 144A"
means Rule 144A under the Securities Act. 



        "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, as applicable. 


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


        "Sponsor"
means First Community Bancorp, a bank holding company that is a U.S. Person incorporated in California, or any successor entity in a merger, consolidation or amalgamation, in
its capacity as sponsor of the Trust. 


        "Statutory
Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., as it may be amended from time to time, or any successor legislation. 


        "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). 


        "Successor
Institutional Trustee" has the meaning set forth in Section 4.7(b). 



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


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


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


        "10%
in liquidation amount of the Securities" means 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 10% or more of the aggregate liquidation amount (including the stated amount that
would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant
class. 


        "Transfer
Agent" has the meaning set forth in Section 6.2. 


        "Trust
Indenture Act" 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 all other
Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such
Person or Persons solely in their capacity as trustees hereunder. 


6





 



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


        "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 "First Community Bancorp/CA Statutory Trust VII," as such name may
be modified from time to time by the Administrators following written notice to the Institutional Trustee and the Holders of the Securities. The Trust's activities may be conducted under the name of
the Trust or any other name deemed advisable by the Administrators. 


        SECTION 2.2.    Office.    The address of the principal office of the Trust, which shall be in a state of the
United States or the District of Columbia, is 120 Wilshire Blvd., Santa Monica, CA 90401. On ten Business 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 gross proceeds from such sale to acquire the Debentures, (c) to facilitate direct
investment in the assets of the Trust through issuance of the Common Securities and the Capital Securities and (d) except as otherwise limited herein, to engage in only those other activities
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 cause the 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 a Trustee 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 the authority of the Trustees to bind the Trust. Persons
dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration. The Administrators shall have only those ministerial duties set
forth herein with respect to accomplishing the purposes of the Trust and are not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The Institutional Trustee shall have
the right, but shall not be obligated except as provided in Section 2.6, to perform those duties assigned to the Administrators. 


        SECTION 2.5.    Title to Property of the Trust.    Except as provided in Section 2.6(g) and
Section 2.8 with respect to the Debentures and the Property Account or as otherwise provided in this Declaration, legal
title to all assets of the Trust shall be vested in the Trust. The Holders shall not have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the
assets of the Trust. 


7







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


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



        (i)    Each
Administrator shall have the power, duty and authority, and is hereby authorized, to act on behalf of the Trust with respect to the following matters: 



        (A)  the
issuance and sale of the Securities; 


        (B)  to
acquire the Debentures with the proceeds of the sale of the Securities; provided, however, that the Administrators shall cause legal title to the Debentures to be
held of record in the name of the Institutional Trustee for the benefit of the Holders; 


        (C)  to
cause the 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 Debenture subscription agreement between the Trust and the Sponsor and a Common Securities subscription agreement
between the Trust and the Sponsor; 


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


        (E)  if
and at such time determined solely by the Sponsor at the request of the Holders, assisting in the designation of the Capital Securities for trading in the Private
Offering, Resales and Trading through the Automatic Linkages ("PORTAL") system if available; 



        (F)  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, including notice 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; 


        (G)  the
appointment of a Paying Agent, Transfer Agent and Registrar in accordance with this Declaration; 


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


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


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



        (K)  the
taking of any action 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 this Declaration for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); 


        (L)  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 




8





 





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; 


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


        (N)  to
negotiate the terms of, and the execution and delivery of, the Purchase Agreement providing for the sale of the Capital Securities; 



        (O)  to
employ 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; 


        (P)   to
incur expenses that are necessary or incidental to carry out any of the purposes of the Trust; 


        (Q)  to
give the certificate required by § 314(a)(4) of the Trust Indenture Act to the Institutional Trustee, which certificate may be executed by an
Administrator; and 


        (R)  to
take all action that may be necessary or appropriate for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a
statutory trust under the laws of each jurisdiction (other than the State of Delaware) in which such existence is 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)  the
establishment of the Property Account; 


        (B)  the
receipt of the Debentures; 


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


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


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



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


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


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


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


        (J)   to
take all action that may be necessary or appropriate for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a
statutory trust 




9





 





under
the laws of the State of Delaware 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; 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 set forth 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 the event of a conflict between the action of the Administrators and the action of the
Institutional Trustee, the action of the Institutional Trustee shall prevail. 




        (b)   So
long as this Declaration remains in effect, the Trust (or the Trustees or Administrators acting on behalf of the Trust) shall not undertake any business, activities
or transaction except as expressly provided herein or contemplated hereby. In particular, neither the Trustees nor the Administrators may cause the Trust to (i) acquire any investments or
engage in any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or
interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would 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 of the Trust, defend all claims and demands of all Persons at any time claiming any lien on any of the Trust Property adverse to the interest of the Trust or the Holders in their capacity as
Holders. 


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



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


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


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




        (d)   Notwithstanding
anything herein to the contrary, the Administrators, the Institutional Trustee and the Holders of a Majority in liquidation amount of the Common
Securities are authorized and directed to conduct the affairs of the Trust and to operate the Trust so that (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 actual knowledge 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 


10





 

Debenture
Issuer for United States federal income tax purposes (in the case of the Institutional Trustee, to the actual knowledge of a Responsible 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 this Declaration,
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 interests of the Holders of the Capital Securities. 



        (e)   All
expenses incurred by the Administrators or the Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the Trustees 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 and administered 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 been determined adversely to the Institutional Trustee or to such Holder, then and in every such case the Sponsor, the Institutional Trustee and the Holders shall,
subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Institutional Trustee and the
Holders shall continue as though no such proceeding had been instituted. 



        SECTION
2.7.    Prohibition of Actions by the Trust and the Trustees.    The Trust shall not, and the Institutional
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 Institutional Trustee and the Administrators shall not cause the Trust to: 



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


        (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 the Securities; 



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


        (g)   other
than as provided 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 the Indenture, (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 such consent 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 grantor trust for United States federal income tax purposes. 



11





 





        SECTION
2.8.    Powers and Duties of the Institutional Trustee.    



        (a)   The
legal title to the Debentures shall be owned by and held of record in the name of the Institutional Trustee in trust for the benefit of the Trust. The right, title
and interest of the Institutional Trustee to the Debentures shall vest automatically in each Person who may hereafter be appointed as Institutional Trustee in accordance with Section 4.7. Such
vesting and cessation of title shall be effective whether or not conveyancing documents with regard to the Debentures have been executed and delivered. 


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


        (c)   The
Institutional Trustee shall: 



        (i)    establish
and maintain a segregated non-interest bearing trust account (the "Property Account") in the United States (as defined in Treasury Regulations
§ 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 behalf of the
Holders of the Securities and, upon the receipt of payments of funds made in respect of the Debentures held by the Institutional Trustee, deposit such funds into the Property Account and make payments
to the Holders of the Capital Securities and Holders of the Common Securities from the Property Account in accordance with Section 5.1. Funds in the Property Account shall be held uninvested
until disbursed in accordance with this Declaration; 


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


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




        (d)   The
Institutional Trustee 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 the Institutional 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 and such event is attributable to the failure of the Debenture Issuer to pay interest or premium, if any, on or principal of the Debentures
on the date such interest, premium, if any, or principal is otherwise payable (or in the case of redemption, on the redemption date), then a Holder of the Capital Securities may directly institute a
proceeding for enforcement of payment to such Holder of the principal of or premium, if any, or interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the
Capital Securities of such Holder (a "Direct Action") on or after the respective due date specified in the Debentures. In connection with such Direct Action, the rights of the Holders of the Common
Securities will be subrogated to the rights of such Holder of the Capital Securities to the extent of any payment made by the Debenture Issuer to such Holder of the Capital Securities in such Direct
Action; provided, however, that a Holder of the Common Securities may exercise such right of subrogation
only if no Event of Default with respect to the Capital Securities has occurred and is continuing. 


12





 



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



        (i)    the
Trust has been completely liquidated and the proceeds of the liquidation distributed to the Holders of the Securities pursuant to the terms of the Securities and
this Declaration (including Annex I) and the certificate of cancellation referenced in Section 7.1(b) has been filed; 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 and privileges of a holder of the Debentures under the Indenture and, if an
Event of Default occurs and is continuing, the Institutional Trustee may, for the benefit of Holders of the Securities, enforce its rights as holder of the Debentures subject to the rights of the
Holders pursuant to this Declaration (including Annex I) and the terms of the Securities. 


        (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 shall not take any action that is inconsistent with the purposes and functions of the Trust set out in Section 2.3. 


        SECTION
2.9.    Certain Duties and Responsibilities of the Trustees and 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 may have occurred, shall undertake to perform only such duties as are specifically set forth in this Declaration and no implied covenants
shall be read into this Declaration against the Institutional Trustee. In case an Event of Default (of which the Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)),
has occurred (that has not been cured or waived pursuant to Section 6.8), the Institutional Trustee shall exercise such of the rights and powers vested in it by this Declaration, and use the
same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 


        (b)   The
duties and responsibilities of the Trustees and the Administrators shall be as provided by this Declaration and, in the case of the Institutional 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 the performance 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 is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Declaration relating to the
conduct or affecting the liability of or affording protection to the Trustees or the Administrators shall be subject to the 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 or bad faith. Nothing in this Declaration shall be construed to
release an Administrator from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct or bad faith. To the extent that, at law or in equity, a Trustee
or an Administrator has duties and liabilities relating to the Trust or to the Holders, such Trustee or Administrator shall not be liable to the Trust 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 Administrators or 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 and proceeds from the Trust Property
and only to the extent that 


13





 



there
shall be sufficient revenue or proceeds from the Trust Property to enable the Institutional Trustee or a Paying Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Security, agrees that it will look solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it as herein provided and that the
Trustees and the Administrators are not personally liable to it for any amount distributable in respect of any Security or for any other liability in respect of any Security. This
Section 2.9(c) does not limit the liability of the Trustees expressly set forth elsewhere in this Declaration 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 or bad faith with respect to matters 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 a Responsible Officer of the Institutional Trustee, unless it shall be
proved that the Institutional Trustee was negligent in ascertaining the pertinent facts; 


        (ii)   the
Institutional Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a Majority in liquidation amount of the Capital Securities or the Common Securities, as applicable, relating to the time, method and place of conducting any proceeding for any
remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under this Declaration; 



        (iii)  the
Institutional Trustee's sole duty with respect to the custody, safe keeping and physical preservation of the Debentures and the Property Account shall be to deal
with such property in a similar manner as the Institutional Trustee deals with similar property for its own account, subject to the protections and limitations on liability afforded 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 Sponsor; and money held
by the Institutional Trustee need not be segregated from other funds held by it except in relation to the Property Account maintained by the Institutional Trustee pursuant to
Section 2.8(c)(í) and except to the extent otherwise required by law; and 


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




        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 of indebtedness or other paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or
parties; 


        (b)   if
(i) in performing its duties under this Declaration, the Institutional Trustee is required to decide between alternative courses of action, (ii) in
construing any of the provisions of this Declaration, the Institutional Trustee finds the same ambiguous or inconsistent with any other provisions contained herein, or (iii) the Institutional
Trustee is unsure of the application of any provision of this Declaration, then, except as to any matter as to which the Holders of Capital Securities are entitled to vote under 


14





 



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 be taken 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
Institutional Trustee shall have no liability except for its own negligence or willful misconduct; 


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


        (d)   whenever
in the administration of this Declaration, the Institutional Trustee shall deem it desirable that a matter be proved or established before undertaking,
suffering or omitting any action hereunder, the Institutional Trustee (unless other evidence is herein specifically prescribed) may, 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) or any rerecording, refiling or reregistration thereof; 


        (f)    the
Institutional Trustee may consult with counsel of its selection (which counsel may be counsel to the Sponsor or any of its Affiliates) and the advice of such counsel
shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in accordance with such advice;
the Institutional Trustee shall have the right at any time to seek instructions concerning the administration of this Declaration from any court of competent jurisdiction; 


        (g)   the
Institutional Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Declaration at the request or direction of any of the
Holders pursuant to this Declaration, unless such Holders shall have offered to the Institutional Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction; provided, that nothing contained in this Section 2.10(g)
shall be taken to relieve the Institutional Trustee, upon the occurrence 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; 


15







  





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


        (i)    the
Institutional Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through its agents or attorneys and
the Institutional Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent or attorney appointed with due care by it hereunder; 



        (j)    whenever
in the administration of this Declaration the Institutional Trustee shall deem it desirable to receive instructions with respect to enforcing any remedy or
right or taking any other action hereunder, the Institutional Trustee (i) may request instructions from the Holders of the Common Securities and the Capital Securities, which instructions may
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 Capital Securities in respect of such remedy, right or action, (ii) may refrain from enforcing such remedy or right or taking such other action until such
instructions are received, and (iii) shall be fully protected in acting in accordance with such instructions; 



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


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


        (m)  the
Institutional Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Institutional Trustee 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 Trustee does 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 the signature of the Institutional
Trustee or its agents alone shall be sufficient and effective to perform any such action and no third party shall be required to inquire as to the authority of the Institutional Trustee to so act or
as to its compliance with any of the terms and provisions of this Declaration, both of which shall be conclusively evidenced by the Institutional Trustee's or its agent's taking such action; and 


        (o)   no
provision of this Declaration shall be deemed to impose any duty or obligation on the Institutional Trustee to perform any act or acts or exercise any right, power,
duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Institutional Trustee shall be unqualified or incompetent in accordance with applicable
law, to perform any such act or acts, or to exercise any such right, power, duty or obligation. No permissive power or authority available to the Institutional Trustee shall be construed to be a duty. 



        SECTION 2.11.    Delaware Trustee.    Notwithstanding any other provision of this Declaration other than
Section 4.2, 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 under the Statutory Trust Act). 


16





 



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 Statutory Trust Act. 


        SECTION 2.12.    Execution of Documents.    Unless otherwise determined in writing by the Institutional
Trustee, and except as otherwise required by the Statutory Trust Act, the Institutional Trustee, or any one or more of the Administrators, as the case may be, is authorized to execute and deliver on
behalf of the Trust any documents, 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 not assume any responsibility for their correctness. The Trustees make no representations as to the
value or condition of the property of the Trust or any part thereof. The Trustees make no representations as to the validity or sufficiency of this Declaration, the Debentures or the Securities. 


        SECTION 2.14.    Duration of Trust.    The Trust, unless 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
any corporation 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 unreasonably withheld) 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 as an 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 Common Securities, a trustee of the Successor Entity that possesses the same powers and duties as 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 the Capital 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 then rated; 


        (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 



17





 




of
such 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 counsel to 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 with respect 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 been satisfied. 




        (c)   Notwithstanding
Section 2.15(b), the Trust shall not, except with the consent 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 other Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation, merger, replacement, conveyance, transfer or lease would cause the Trust or Successor Entity to be
classified as other than a grantor trust for United States federal income tax purposes. 


 
 

ARTICLE III
  SPONSOR    
    


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


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



        (a)   to
determine the States in which to take appropriate action to qualify 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 prepare for execution and filing any documents to be executed and filed by the Trust, as the
Sponsor deems necessary or advisable in order to comply with the applicable laws of any such States; 



18





 

        (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 PORTAL system, 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 Purchase Agreement and other related agreements providing 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 the Holder of a Majority in liquidation amount of the Common
Securities voting as a class at a meeting of the Holder of the Common Securities; provided, however,
that there shall be a Delaware Trustee if required by Section 4.2; and there shall always be one Trustee who shall be the Institutional Trustee, and such Trustee may also serve as Delaware
Trustee if it meets the applicable requirements, in which case Section 2.11 shall have no application to such entity in its capacity as Institutional Trustee. 




        SECTION 4.2.    Delaware Trustee.    If required by the Statutory 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 Statutory 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 or national association organized and doing business under the laws of the United States of America or any state thereof or of the District of
Columbia and authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or
examination by federal, state or District of Columbia authority. If such corporation or national association publishes reports of condition at least annually, pursuant to law or to the requirements of
the supervising or examining authority referred to above, then for the purposes of this Section 4.3(a)(iii), the combined capital and surplus of such corporation or national association shall
be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. 




        (b)   If
at any time the Institutional Trustee shall cease to be eligible to so act under Section 4.3(a), the Institutional Trustee shall immediately resign in the
manner and with the effect set forth in Section 4.7. 


19





 

        (c)   If
the 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 the manner provided by, and subject to this Declaration. 


        (d)   The
initial Institutional Trustee shall be JPMorgan Chase Bank. 



        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 act through one or more Authorized Officers. 


        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 is expressly set forth in this Declaration and except
with respect to any action the taking of which is the subject of a meeting of the Administrators, any action required or
permitted to be taken by the Administrators may be taken by, and any power of the Administrators may be exercised by, or with the consent of, any one such Administrator acting alone. 


        SECTION 4.6.    Initial Delaware Trustee.    The initial Delaware Trustee shall be Chase Manhattan Bank USA,
National Association. 


        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 the successor 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, except in the case of the Delaware Trustee's successor which shall be appointed by Holders of a Majority in liquidation amount of the Common Securities. Upon the
resignation of the Institutional Trustee, the Institutional Trustee shall appoint a successor by requesting from at least three Persons meeting the eligibility requirements their expenses and charges
to serve as the successor Institutional Trustee on a form provided by the Administrators, and selecting the Person who agrees to the lowest expense and charges (the "Successor Institutional Trustee").
If the instrument of acceptance by the successor Relevant Trustee required by this Section 4.7 shall not have been delivered to the Relevant Trustee within 60 days after the giving of
such notice of resignation or delivery of the instrument of removal, the Relevant Trustee may petition, at the expense of the Trust, any federal, state or District of Columbia court of competent
jurisdiction for the appointment of a successor Relevant Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a Relevant Trustee. The Institutional
Trustee shall have no liability for the selection of such successor pursuant to this Section 4.7. 


        (c)   Unless
an Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by an act of the Holders of a Majority in liquidation amount of
the Common Securities. If any Trustee shall be so removed, the Holders of the Common Securities, by act of the Holders of a Majority in liquidation amount of the Common Securities delivered to the
Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and such successor Trustee shall comply with the applicable requirements of this Section 4.7. 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 the Capital
Securities, delivered to the Relevant Trustee (in its individual capacity and on behalf of the Trust). If any Trustee shall be so removed, the Holders of Capital Securities, by act of the Holders of a
Majority in liquidation amount of the Capital Securities then outstanding delivered to the Relevant Trustee, shall promptly appoint a successor Relevant Trustee or Trustees, and such successor Trustee
shall comply with the applicable 


20





 



requirements
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 within 30 days after delivery of an instrument of removal, the Relevant Trustee or any Holder who has been a Holder of the
Securities for at least six months may, on behalf of himself and all others similarly situated, petition any federal, state or District of Columbia court of competent jurisdiction for the appointment
of a successor Relevant Trustee. Such court may thereupon, after prescribing such notice, if any, as it may deem proper, appoint a successor Relevant Trustee or Trustees. 



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


        (e)   Notwithstanding
the foregoing or any other provision of this Declaration, in the event a Delaware Trustee who is a natural person dies or is adjudged by a court to have
become incompetent or incapacitated, the vacancy created by such death, incompetence or incapacity may be filled by the Institutional Trustee (provided the Institutional Trustee satisfies the
requirements of a Delaware Trustee as set forth in Section 4.2) following the procedures 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 and each successor Relevant Trustee with respect to the Securities
shall execute and deliver an amendment hereto wherein each successor Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Securities and the
Trust and (b) shall add to or change any of the provisions of this Declaration as shall be necessary to provide for or facilitate the administration of the Trust by more than one Relevant
Trustee, it being understood that nothing herein or in such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such amendment the
resignation or removal of the retiring Relevant Trustee shall become effective to the extent provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of the Trust or any successor Relevant Trustee, such retiring Relevant Trustee
shall duly assign, transfer and deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such retiring Relevant Trustee hereunder with respect to the
Securities and the Trust subject to the payment of all unpaid fees, expenses and indemnities of such retiring Relevant Trustee. 


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


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


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


        SECTION 4.8.    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 pursuant to Section 4.1, a vacancy shall occur. A resolution certifying the existence of
such vacancy by the Trustees or, if there are more than two, a majority of the Trustees shall be conclusive evidence of 


21





 



the
existence of such vacancy. The vacancy shall be 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 to dissolve, terminate or annul the Trust or terminate this Declaration. Whenever a vacancy in the number
of
Trustees shall occur, until such vacancy is filled by the appointment of a Trustee in accordance with Section 4.7, the Institutional Trustee shall have all the powers granted to the Trustees
and shall discharge all the duties imposed upon the Trustees by this Declaration. 


        SECTION 4.10.    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 any in-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 telephonic meetings 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 shall contain a brief statement of the time, place and anticipated purposes of the meeting. The presence (whether in
person or by telephone) of a Trustee or an Administrator, as the case may be, at a meeting shall constitute a waiver of notice of such meeting except where 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. Unless provided otherwise in
this Declaration, any action of the Trustees or the Administrators, as the case may be, may be taken at a meeting by vote of a majority of the Trustees or the Administrators present (whether in person
or by telephone) and eligible to vote with respect to such matter; provided, that, 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 of the Trustees and the Administrators together shall be held from time to time upon the
call of any Trustee or Administrator. 


        SECTION 4.11.    Delegation of Power.    



        (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 for the 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 writings either 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 maybe, may be merged or converted or with which either 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 all the 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 any paper 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 


22





 



file
an amendment to the Certificate of Trust 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 the Common Securities in accordance with the preferences set forth in their respective terms. If and to
the extent that the Debenture Issuer makes a payment of interest (including any Additional Interest or Deferred Interest) and/or principal on the Debentures 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 a
distribution (a "Distribution") of the Payment Amount to Holders. For the avoidance of doubt, funds in the Property Account shall not be distributed to Holders to the extent of any taxes payable by
the Trust, in the case of withholding taxes, as determined by the Institutional Trustee or any Paying Agent and, in the case of taxes other than withholding tax taxes, as determined by the
Administrators in a written notice to the Institutional Trustee. 


 
 

ARTICLE V
  ISSUANCE OF SECURITIES    
    


        SECTION 6.1.    General Provisions Regarding Securities.    


        (a)   The
Administrators shall on behalf of the Trust issue one series of capital securities, 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 as are set forth in Annex I (the "Capital Securities"), and one series of
common securities, evidenced by a certificate substantially in the form of Exhibit A-2, representing undivided beneficial interests in the assets of the Trust 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 Capital Securities 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 of Distributions 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 manual signature of any Administrator. In
case any Administrator of the Trust who shall have signed any of the Securities shall cease to be such Administrator before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such Certificates had not ceased to be such Administrator. 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 an Administrator of the Trust, although at the date of the execution and delivery of the Declaration any such person was not such
an Administrator. A Capital Security shall not be valid until authenticated by the manual signature of an Authorized Officer of the Institutional Trustee. Such signature shall be conclusive evidence
that the Capital Security has been authenticated under this Declaration. Upon written order of the Trust signed by one Administrator, the Institutional Trustee shall authenticate the Capital
Securities for original issue. The Institutional Trustee may appoint an authenticating agent that is a U.S. Person acceptable to the Trust to authenticate the Capital Securities. A Common Security
need not be so authenticated and shall be valid upon execution by one or more Administrators. 


23





 



        (c)   The
Capital Securities issued pursuant to registration under the Securities Act, Regulation S of the Securities Act or to QIBs shall be, except as provided in
Section 6.4, Book-Entry Capital Securities issued in the form of one or more Global Capital Securities registered in the name of the Depositary, or its nominee and deposited with
the Depositary or a custodian for the Depositary for credit by the Depositary to the respective accounts of the Depositary Participants thereof (or such other accounts as they may direct). 


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


        (e)   Upon
issuance of the Securities as provided in this Declaration, the Securities so issued shall be deemed to be validly issued, fully paid and
non-assessable, and each Holder thereof shall be entitled to the benefits provided by this Declaration. 



        (f)    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 New York, New York, 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 for registration of transfer or exchange (the "Transfer Agent"). The Trustee hereby appoints the Institutional Trustee as Paying Agent and Transfer Agent at ITS Unit Trust
Window 4, New York Plaza, Ground Floor, New York, New York 10004, Attn: ITS (Houston)—First Community Bancorp/CA Statutory Trust VII. The Trust shall also keep or cause to be kept a
register for the purpose of registering Securities and transfers and exchanges of Securities, such register to be held by a registrar (the "Registrar"). The Administrators may appoint the Paying
Agent, the Registrar and the Transfer Agent, and may appoint one or more additional Paying Agents, one or more co-Registrars, or one or more co-Transfer Agents in such other
locations as it shall determine. The term "Paying Agent" includes any additional Paying Agent, the term "Registrar" includes any additional Registrar or co-Registrar and the term "Transfer
Agent" includes any additional Transfer Agent 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 the Institutional Trustee of the name and address of any Paying Agent, Transfer Agent and Registrar not a party to this Declaration. The Administrators hereby
initially appoint the Institutional Trustee to act as Registrar 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 with the 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 the Institutional 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 expressly made a part of this Declaration. Certificates may be
typed, printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the Administrators, as conclusively evidenced by their execution thereof. The
Certificates may have letters, numbers, notations or other marks of identification or designation and such legends or endorsements required by law, stock exchange rule, agreements to which the Trust
is subject, if any, or usage (provided, that any such notation, legend or endorsement is in a form acceptable to the Sponsor). The Trust at the direction of the Sponsor shall furnish any such legend
not contained in Exhibit A-1 to the Institutional Trustee in writing. Each 


24





 



Capital
Security shall 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, the Institutional Trustee, the Delaware Trustee, the Administrators and the Sponsor, by their execution and
delivery of this Declaration, expressly agree to such terms and provisions and to be bound thereby. Capital Securities will be issued only in blocks having a stated liquidation amount of not less than
$100,000. 


        (b)   The
Capital Securities sold by the Trust to the Initial Purchasers pursuant to the Purchase Agreement shall be issued in the form of a Global Capital Security,
registered in the name of the Depositary, without coupons and with the Restricted Securities Legend. 


        SECTION 6.4.    Book-Entry Capital Securities.    


        (a)   A
Global Capital Security may be exchanged, in whole or in part, for Definitive Capital Securities Certificates registered in the names of Owners only if such exchange
complies with Article VIII and (i) the Depositary advises the Administrators and the Institutional Trustee in writing that the Depositary is no longer willing or able properly to
discharge its responsibilities with respect to the Global Capital Security, and no qualified successor is appointed by the Administrators within ninety (90) days of receipt of such notice,
(ii) the Depositary ceases to be a clearing agency registered under the Exchange Act and the Administrators fail to appoint a qualified successor within ninety (90) days of obtaining
knowledge of such event, (iii) the Administrators at their option advise the Institutional Trustee in writing that the Trust elects to terminate the book-entry system through the
Depositary or (iv) an Indenture Event of Default has occurred and is continuing. Upon the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the
Administrators shall notify the Depositary and instruct the Depositary to notify all Owners of Book-Entry Capital Securities and the Institutional Trustee of the occurrence of such event
and of the availability of Definitive Capital Securities Certificates to Owners of the Capital Securities requesting the same. Upon the issuance of Definitive Capital Securities Certificates, the
Administrators and the Institutional Trustee shall recognize the Holders of the Definitive Capital Securities Certificates as Holders. Notwithstanding the foregoing, if an Owner of a beneficial
interest in a Global Capital Security wishes at any time to transfer an interest in such Global Capital Security to a Person other than a QIB, such transfer shall be effected, subject to the
Applicable Depository Procedures, in accordance with the provisions of this Section 6.4 and Article VIII, and the transferee shall receive a Definitive Capital Securities Certificate in
connection with such transfer. A holder of a Definitive Capital Securities Certificate that is a QIB may upon request, and in accordance with the provisions of this Section 6.4 and
Article VIII, exchange such Definitive Capital Securities Certificate for a beneficial interest in a Global Capital Security. 


        (b)   If
any Global Capital Security is to be exchanged for Definitive Capital Securities Certificates or canceled in part, or if any Definitive Capital Securities Certificate
is to be exchanged in whole or in part for any Global Capital Security, then either (i) such Global Capital Security shall be so surrendered for exchange or cancellation as provided in this
Section 6.4 and Article VIII or (ii) the aggregate liquidation amount represented by such Global Capital Security shall be reduced, subject to Section 6.3, or increased by
an amount equal to the liquidation amount represented by that portion of the Global Capital Security to be so exchanged or canceled, or equal to the liquidation amount represented by such Definitive
Capital Securities Certificates to be so exchanged for any Global Capital Security, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon
the Institutional Trustee, in accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records.
Upon any such surrender to the Administrators or the Registrar of any Global Capital Security or Securities by the Depositary, accompanied by registration instructions, the Administrators, or any one
of them, shall execute the Definitive Capital Securities Certificates in accordance with the instructions of the Depositary. None of the Registrar, Administrators, or the Institutional Trustee shall
be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. 


25







  





        (c)   Every Definitive Capital Securities Certificate executed and delivered upon registration or transfer of, or in exchange for or in lieu of, a Global Capital Security or
any portion thereof shall be executed and delivered in the form of, and shall be, a Global Capital Security, unless such Definitive Capital Securities Certificate is registered in the name of a Person
other than the Depositary for such Global Capital Security or a nominee thereof. 


        (d)   The
Depositary or its nominee, as registered owner of a Global Capital Security, shall be the Holder of such Global Capital Security for all purposes under this
Declaration and the Global Capital Security, and Owners with respect to a Global Capital Security shall hold such interests pursuant to the Applicable Depositary Procedures. The Registrar, the
Administrators and the Institutional Trustee shall be entitled to deal with the Depositary for all purposes of this Declaration relating to the Global Capital Securities (including the payment of the
liquidation amount of and Distributions on the Book-Entry Capital Securities represented thereby and the giving of instructions or directions by Owners of Book-Entry Capital
Securities represented thereby and the giving of notices) as the sole Holder of the Book-Entry Capital Securities represented thereby and shall have no obligations to the Owners thereof.
None of the Administrators, the Institutional Trustee nor the Registrar shall have any liability in respect of any transfers effected by the Depositary. 


        (e)   The
rights of the Owners of the Book-Entry Capital Securities shall be exercised only through the Depositary and shall be limited to those established by
law, the Applicable Depositary Procedures and agreements between such Owners and the Depositary and/or the Depositary Participants; provided, solely for
the purpose of determining whether the Holders of the requisite amount of Capital Securities have voted on any matter provided for in this Declaration, to the extent that Capital Securities are
represented by a Global Capital Security, the Administrators and the Institutional Trustee may conclusively rely on, and shall be fully protected in relying on, any written instrument (including a
proxy) delivered to the Institutional Trustee by the Depositary setting forth the Owners' votes or assigning the right to vote on any matter to any other Persons either in whole or in part. To the
extent that Capital Securities are represented by a Global Capital Security, the initial Depositary will make book-entry transfers among the Depositary Participants and receive and
transmit payments on the Capital Securities that are represented by a Global Capital Security to such Depositary Participants, and none of the Sponsor, the Administrators or the Institutional Trustee
shall have any responsibility or obligation with respect thereto. 


        (f)    To
the extent that a notice or other communication to the Holders is required under this Declaration, for so long as Capital Securities are represented by a Global
Capital Security, the Administrator and the Institutional Trustee shall give all such notices and communications to the Depositary, and shall have no obligations to the Owners. 



        SECTION 6.5.    Mutilated, Destroyed, Lost or Stolen Certificates.    If: 



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


        (b)   there
shall be delivered to the Registrar, the Administrators and the Institutional Trustee such security or indemnity as may be required by them to keep each of them
harmless; then, in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, an Administrator on behalf of the Trust shall execute (and in the case of a Capital
Security Certificate, the Institutional Trustee shall authenticate) and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
denomination. In connection with the issuance of any new Certificate under this Section 6.5, the Registrar or the Administrators may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in the 



26






 




relevant
Securities, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. 




        SECTION 6.6.    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 shall prepare and, in the case of the Capital Securities,
the Institutional Trustee shall authenticate definitive Securities in exchange for temporary Securities. 


        SECTION 6.7.    Cancellation.    The Administrators at any time may deliver Securities to the Registrar for
cancellation. The Registrar shall forward to the Institutional Trustee any Securities surrendered to it for registration of transfer, redemption or payment. The Institutional Trustee shall promptly
cancel all Securities surrendered for registration of transfer, payment, replacement or cancellation and shall dispose of such canceled Securities in accordance with its standard procedures or
otherwise 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 6.8.    Rights of Holders; Waivers of Past Defaults.    


        (a)   The
legal title to the Trust Property is vested exclusively in the Institutional Trustee (in its capacity as such) in accordance with Section 2.6(g), and the
Holders shall not have any right or title therein other than the undivided beneficial interest in the assets of the Trust conferred by their Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as described below. The Securities shall be personal property giving only the rights specifically set forth therein and in this
Declaration. The Securities shall have no, 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 of
the 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 fail to declare the principal of all of the Debentures to be immediately due and payable, the Holders of not less than a Majority in liquidation amount
of the Capital Securities then outstanding shall have the right to make such declaration by a notice in writing to the Institutional Trustee, the Sponsor and the Debenture Trustee. 


        (c)   At
any time after a declaration of acceleration of maturity of the Debentures has been made and before a judgment or decree for payment of the money due has been
obtained by the Debenture Trustee as provided in the Indenture, if the Institutional Trustee, subject to the provisions hereof, fails to annul any such declaration and waive such default, the Holders
of not less than a Majority in liquidation amount of the Capital Securities, by written notice to the Institutional Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such
declaration and its consequences if: 



        (i)    the
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)  all
payments 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 




27





 





        (D)  all
sums paid or advanced by the Debenture Trustee under the Indenture and the reasonable 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 or premium, if any, on the Debentures that has become
due solely by such acceleration, 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 Event of 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 the Debenture 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 any subsequent default or impair any right
consequent thereon. 


        (e)   Upon
receipt by the Institutional Trustee of written notice declaring such an acceleration, or rescission and annulment thereof, by Holders of any part of the Capital
Securities, a record date shall be established for determining Holders of outstanding Capital Securities entitled to join in such notice, which record date shall be at the close of business on the day
the Institutional Trustee receives such notice. The Holders on such record date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether or not such
Holders remain Holders after such record date; provided, that, unless such declaration of acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is 90 days after such record date, such notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be canceled and of no further effect. Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from giving, after
expiration of such 90-day period, a new written notice of declaration of acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that
has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be established pursuant to the provisions of this Section 6.8. 



        (f)    Except
as otherwise provided in this Section 6.8, 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 and its consequences. Upon such waiver, any such default or Event of Default shall cease to exist, and any default or
Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon. 


 
 

ARTICLE VII
  DISSOLUTION AND TERMINATION OF TRUST    
    


        SECTION 7.1.    Dissolution and Termination of Trust.    


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



        (i)    unless
earlier dissolved, on January 30, 2039, 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 be)
the filing of a certificate of dissolution or its equivalent with respect to the Sponsor or upon the revocation of the 



28





 




charter
of the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement thereof; 


        (iv)  the
distribution of the Debentures 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; 



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


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




        (b)   As
soon as is practicable after the occurrence of an event referred to in Section 7.1(a), and after satisfaction of liabilities to creditors of the Trust as
required by applicable law, including Section 3808 of the Statutory Trust Act, and subject to the terms set forth in Annex I, the Delaware Trustee, when notified in writing of the completion of
the winding up of the Trust in accordance with the Statutory Trust Act, shall terminate the Trust by filing, at the expense of the Sponsor, a certificate of cancellation with the Secretary of State of
the State of Delaware. 


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


 
 

ARTICLE VIII
  TRANSFER OF INTERESTS    
    


        SECTION 8.1.    General.    


        (a)   Subject
to Section 6.4 and Section 8.1(c), 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 by different Certificates, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Trust shall issue and the Institutional Trustee shall authenticate Capital Securities at the Registrar's request. 



        (b)   Upon
issuance of the Common Securities, the Sponsor shall acquire and retain beneficial and record ownership of the Common Securities and, for so long as the Securities
remain outstanding, the Sponsor shall maintain 100% ownership of the Common Securities; provided, however, that any permitted successor of the Sponsor under the Indenture may succeed to the Sponsor's
ownership of the Common Securities. 


        (c)   Capital
Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in this Declaration and in the terms of the
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 no legal effect whatsoever and any such transferee shall be deemed not to be the holder of such Capital Securities for any purpose, including but not limited to the receipt of
Distributions on such Capital Securities, and such transferee shall be deemed to have no interest whatsoever in such Capital Securities. 


        (d)   The
Registrar shall provide for the registration of Securities and of transfers of Securities, which will be effected without charge but only upon payment (with such
indemnity as the Registrar may require) in respect of any tax or other governmental charges that may be imposed in relation to it. Upon surrender for registration of transfer of any Securities, the
Registrar shall cause one or more new 


29





 



Securities
to be issued in the name of the designated transferee or transferees. Any Security issued upon any registration of transfer or exchange pursuant to the terms of this Declaration shall
evidence the same Security and shall be entitled to the same benefits under this Declaration as the Security surrendered upon such registration of transfer or exchange. Every Security surrendered for
registration of transfer shall be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the Holder or such Holder's attorney duly authorized in
writing. Each Security surrendered for registration of transfer shall be canceled by the Institutional Trustee pursuant to Section 6.7. A transferee of a Security shall be entitled to the
rights and subject to the obligations of a Holder hereunder upon the receipt by such transferee of a Security. By acceptance of a Security, each transferee shall be deemed to have agreed to be bound
by this Declaration. 


        (e)   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 any selection of Securities for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to
have been given to all Holders of the Securities to be redeemed, or (ii) to register the transfer or exchange of any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part. 


        SECTION 8.2.    Transfer Procedures and Restrictions.    


        (a)   The
Capital Securities shall bear the Restricted Securities Legend (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 reasonably acceptable to the Institutional Trustee, as may be reasonably required by the Trust or the Institutional Trustee, 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 Securities are 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 Administrators,
shall authenticate and deliver Capital Securities that do not bear the Restricted Securities Legend. 


        (b)   When
Capital Securities are presented 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 transfer or 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 by a written instrument of transfer in form reasonably satisfactory to the Trust, the Institutional Trustee and the Registrar, duly executed
by the Holder thereof or his attorney duly authorized in writing. 


        (c)   Except
as permitted by Section 8.2(a), each Capital Security shall bear a legend (the "Restricted Securities Legend") in substantially the following form: 




[If the Capital Security is to be Global Capital Security—THIS CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL
SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. 




30





 


UNLESS
THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO FIRST COMMUNITY BANCORP/CA STATUTORY TRUST VII OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CAPITAL SECURITY ISSUED IS REGISTERED AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] 


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 OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE 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 IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE 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 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 THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. 



THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE
WITH THE SECURITIES ACT. 





        THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF 


31





 

THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION 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 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) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER
PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE
WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. 



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 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 A LIQUIDATION 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 OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
SECURITY. 




        (d)   Capital
Securities 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 liquidation 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 a Holder of such Capital Securities for any purpose, including, but not limited to, the receipt of Distributions on such Capital Securities, and such purported
transferee shall be deemed to have no interest whatsoever in such Capital Securities. 


        (e)   Each
party hereto understands and hereby agrees that the Initial Purchaser is intended solely to be an interim holder of the Capital Securities and is purchasing such
securities to facilitate consummation of the transactions contemplated herein and in the documents ancillary hereto. Notwithstanding any provision in this Declaration to the contrary, the Initial
Purchaser shall have the right upon notice (a "Transfer Notice") to the Institutional Trustee and the Sponsor to transfer title in and to the Capital Securities, provided the Initial Purchaser shall
take reasonable steps to ensure that such transfer is exempt from registration under the Securities Act of 1933, as amended, and rules 


32





 



promulgated
thereunder. Any Transfer Notice delivered to the Institutional Trustee and Sponsor pursuant to the preceding sentence shall indicate the aggregate liquidation amount of Capital Securities
being transferred, the name and address of the transferee thereof (the "Transferee") and the date of such transfer. Notwithstanding any provision in this Declaration to the contrary, the transfer by
the Initial Purchaser of title in and to the Capital Securities pursuant to a Transfer Notice shall not be subject to any requirement relating to Opinions of Counsel, Certificates of Transfer or any
other Opinion or Certificate applicable to transfers hereunder and relating to Capital Securities. 


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


 
 

ARTICLE IX
  LIMITATION OF LIABILITY OF HOLDERS
  OF SECURITIES, 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 Securities which shall be made solely from
assets of the Trust; and 


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




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


        (c)   Except
to the extent provided in Section 9.1(b), and pursuant to § 3803(a) of the Statutory Trust Act, the Holders of the Securities shall be entitled
to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware, except as otherwise
specifically set forth herein. 


        SECTION 9.2.    Exculpation.    


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


        (b)   An
Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such information, opinions, reports or statements
presented to the Trust by any 


33





 



Person
as to matters the Indemnified Person reasonably believes are within such other Person's professional or expert competence and, if selected by such Indemnified Person, has been selected by such
Indemnified Person with reasonable care by or on behalf of the Trust, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or
any other facts pertinent to the existence and amount of assets from which Distributions to Holders of Securities might properly be paid. 


        SECTION 9.3.    Fiduciary Duty.    



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



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



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


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




        SECTION 9.4.    Indemnification.    (a) (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 any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason of the fact that such Person is or was an Indemnified Person against 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 and in 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 any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the
Indemnified Person did not act in good faith and in a manner which 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 reasonable cause to believe that such conduct was unlawful. 



        (ii)   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 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 fact that 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 acted in 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 Indemnified Person 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 



34





 

brought
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for
such expenses which such Court 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 (including dismissal of an action without prejudice or the settlement of an
action without admission of liability) in defense of any action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a), or in defense of any claim,
issue or matter 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 standard
of 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 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 Security Holder of the Trust. 


        (v)   To
the fullest extent permitted by law, expenses (including attorneys' fees and expenses) incurred by an Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in paragraphs (i) and (ii) of this Section 9.4(a) shall be paid by the Sponsor in
advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined
that such Person is not entitled to be indemnified by the Sponsor as authorized in this Section 9.4(a). Notwithstanding the foregoing, no advance shall be made by the Sponsor if a determination
is reasonably and promptly made (1) in the case of a Company Indemnified Person (A) by the Administrators by a majority vote of 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 Security
Holder of the Trust, that, based upon the facts known to the Administrators, counsel or the Common Security Holder at the time such determination is made, such Indemnified Person acted in bad faith or
in a manner that such Person 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, or (2) in the case of a Fiduciary 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 Indemnified Person 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.
In no 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 duty to 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 such Person's duty to the Trust or its Common or Capital Security Holders. 




        (b)   The
Sponsor 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 or claim of any kind or nature whatsoever 


35





 

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 faith on 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 in respect of any loss, damage, liability, tax, penalty, expense or claim incurred by such Indemnified Person by reason of negligence, willful
misconduct or bad faith 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 not be deemed exclusive of any
other rights to which those seeking indemnification and advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors of the Sponsor or Capital Security
Holders of the Trust or otherwise, both as to action in 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 the Sponsor and each Indemnified Person who serves in such capacity at any time while this Section 9.4 is in effect. Any
repeal or modification of this Section 9.4 shall not affect any rights or obligations then existing. 


        (d)   The
Sponsor or the Trust may purchase and maintain insurance on behalf of any Person who is or was an Indemnified Person against any liability asserted against 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 to indemnify 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 a consolidation or merger, so that any Person who is or was a director, trustee, officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or agent of another entity, shall stand in the same position under the provisions of this Section 9.4 with respect
to the resulting or surviving entity as 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 pursuant to, 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 this Declaration 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 and advances 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 trust for 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 business ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Declaration in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or improper. None of any Covered Person, the Sponsor, the
Delaware Trustee or the Institutional Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to
the Trust, could be taken by the 


36





 



Trust,
and any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Institutional Trustee may engage or be interested in any financial or other
transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the
Sponsor or its Affiliates. 


        SECTION 9.6.    Compensation; Fee.    


        (a)   Subject
to the provisions set forth in the Fee Agreement between the Institutional Trustee and the Sponsor of even date herewith, 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 provision of 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 any provision of this Declaration (including the reasonable compensation and the expenses and disbursements of their respective agents and counsel), except any
such expense, disbursement or advance attributable to their negligence or willful misconduct. 




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


 
 

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. 


37









  





        SECTION 10.2.    Certain Accounting Matters.    



        (a)   At
all times during the existence of the Trust, the Administrators shall keep, or cause to be kept at the principal office of the Trust in the United States, as defined
for purposes of Treasury Regulations § 301.7701-7, full books of account, records and supporting documents, which shall reflect in reasonable detail each transaction of the
Trust. The books of account shall be maintained on the accrual method of accounting, in accordance with generally accepted accounting principles, consistently applied. 


        (b)   The
Administrators shall either (i) cause each Form 10-K and Form 10-Q prepared 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 §
301.7701-7, and delivered to each of the Holders of Securities, within 90 days after the end of each Fiscal Year of 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. 



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


        (d)   The
Administrators shall cause to be duly prepared in the United States, as defined for purposes of Treasury Regulations § 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 annual income tax returns required to be
filed by the Administrators on behalf of the Trust with any state or local taxing authority. 


        (e)   The
Administrators will cause the Sponsor's reports on Form FRY-9C and FRY-9LP to be delivered to the 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 § 301.7701-7, in the name and for the sole benefit of the Trust; provided,  however, that all payments of
funds in respect of the Debentures held by the Institutional Trustee shall be made directly to the Property Account and no
other funds of the Trust shall be deposited in the Property Account. The sole signatories for such accounts (including the Property Account) shall be designated by the Institutional Trustee. 


        SECTION 10.4.    Withholding.    The Institutional Trustee or any Paying Agent and the Administrators shall
comply with all withholding requirements under United States federal, state and local law. As a condition to the payment of any principal of or interest on any Debt Security without the imposition of
withholding tax, the Institutional Trustee or any Paying Agent shall require the previous delivery of properly completed and signed applicable U.S. federal income tax certifications (generally, an
Internal Revenue Service Form W-9 (or applicable successor form) in the case of a person that is a "United States person" within the meaning of Section 7701(a)(30) of the
Code or an Internal Revenue Service Form W-8 (or applicable successor form) in the case of a person that is not a "United States person" within the meaning of
Section 7701(a)(30) of the Code) and any other certification acceptable to it to enable the Institutional Trustee or any Paying Agent and the Trustee to determine their respective duties and
liabilities with respect to any taxes or other charges that they may be required to pay, deduct or withhold in respect of such Debt Security or the holder of such Debt Security under any present or
future law or regulation of the United States or any political subdivision 


38





 



thereof
or taxing authority therein or to comply with any reporting or other requirements under any such law or regulation. The Administrators shall file required forms with applicable jurisdictions
and, unless an exemption from withholding is properly established by a Holder, shall remit amounts withheld with respect to the Holder to applicable jurisdictions. To the extent that the Institutional
Trustee or any Paying Agent is required to withhold and pay over any amounts to any authority with respect to distributions or allocations to any Holder, the amount withheld shall be deemed to be a
Distribution to the Holder in the amount of the withholding. In the event of any claimed overwithholding, Holders shall be limited to an action against the applicable jurisdiction. If the amount
required to be withheld was not withheld from actual Distributions made, the Institutional Trustee or any Paying Agent may reduce subsequent Distributions by the amount of such withholding. 


 
 

ARTICLE XI
  AMENDMENTS AND MEETINGS    
    


        SECTION 11.1.    Amendments.    


        (a)   Except
as otherwise provided in this Declaration or by any applicable terms of the Securities, this Declaration may only be amended by a written instrument approved and
executed 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)  the
Holders 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 this Declaration (including the terms
of the Securities); and 


        (B)  an
opinion of counsel (who may be counsel to the Sponsor or the Trust) that such amendment is permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities) and that all conditions precedent to the execution and delivery of such amendment 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 federal income taxation as a grantor trust; 


        (B)  reduce
or otherwise adversely affect the powers 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 


        (D)  cause
the Debenture Issuer to be unable to treat an amount equal to the Liquidation Amount of the Capital Securities as "Tier 1 Capital" for purposes of the capital
adequacy guidelines of (x) the Federal Reserve (or, if the Debenture Issuer is not a bank holding company, such guidelines or policies applied to the Debenture Issuer as if the Debenture 




39





 





Issuer
were subject to such guidelines of policies) or of (y) any other regulatory authority having jurisdiction over the Debenture Issuer. 





        (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 and ineffective, unless the
Holders of a Majority in liquidation amount of the Capital Securities shall have consented to such amendment. 


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



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


        (f)    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 the consent of the Holders of a Majority in liquidation amount of the Capital Securities or Common Securities, as applicable. 



        (g)   Subject
to Section 11.1(a)(ii), 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 as may 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 Company under 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 any legislative 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; 




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 of Holders of Capital Securities in any material respect. 


        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 of Securities 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 of the Holders of such class if directed to do so by the Holders of not less than 25% in liquidation
amount of such class of Securities. Such direction shall be given by delivering to the Administrators one or more calls in a writing stating that the signing Holders of the Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting is to be called. Any Holders of the Securities calling a meeting shall specify in writing the Certificates held by the
Holders of the Securities exercising the right to call a 


40





 



meeting
and only those Securities represented by such Certificates shall be counted for purposes of determining whether the required percentage set forth in the second sentence of this paragraph has
been met. 


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



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


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


        (iii)  unless
the Statutory Trust Act, this Declaration, the terms of the Securities, the Trust Indenture Act or the 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 of Securities,
including notice of the time, place or purpose of any meeting at which any matter is to be voted on by any Holders of the Securities, waiver of any such notice, action by consent without a meeting,
the establishment of a record date, quorum requirements, voting in person or by proxy or any other matter with respect to the exercise of any such right to vote;  provided, however, that each meeting shall be conducted in the United States (as that term is defined in
Treasury Regulations § 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 Trust and to the Sponsor at the date of this Declaration, and each Successor Institutional Trustee represents and warrants to the Trust and the 


41





 

Sponsor
at the time of the Successor Institutional Trustee's acceptance of its appointment as Institutional Trustee, that: 



        (a)   the
Institutional Trustee is a banking corporation or national association with trust powers, duly organized, validly existing and in good standing under the laws of the
State of New York or the United States of America, respectively, with trust power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this
Declaration; 


        (b)   the
Institutional Trustee has a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000); 


        (c)   the
Institutional Trustee is not an 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 action on the part of the
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 and binding
obligation of the Institutional Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws affecting
creditors' rights generally and to general principles of equity 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 Institutional Trustee; and 


        (f)    no
consent, approval or authorization of, or registration with or notice 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 the Sponsor at the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the Sponsor at
the time of the Successor Delaware Trustee's acceptance of its appointment as Delaware Trustee that: 



        (a)   if
it is not a natural person, the Delaware Trustee has its principal place of business in the State of Delaware; 


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


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



42





 




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


        (f)    if
the Delaware Trustee is a natural person, it is a resident of the State of Delaware. 



 
 

ARTICLE XIII
  MISCELLANEOUS    
    


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



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




First
Community Bancorp/CA Statutory Trust VII

c/o First Community Bancorp

120 Wilshire Blvd.

Santa Monica, CA 90401

Attention: Victor Santoro

Telecopy: (310) 451-4555

Telephone: (310) 458-1521 





        (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): 




Chase
Manhattan Bank USA, National Association

500 Stanton Christiana Rd., FL3/OPS4

Newark, DE 19713V Attn: Institutional Trust Services

Telecopy: 302-552-6280

Telephone: 302-552-6279 





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




JPMorgan
Chase Bank

600 Travis Street, 50 Floor

Houston, TX 77002

Attention: Institutional Trust Services—

First Community Bancorp/CA Statutory Trust VII

Telecopy: 713-216-2101

Telephone: 713-216-4781 





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




First
Community Bancorp

120 Wilshire Blvd.

Santa Monica, CA 90401

Attention: Victor Santoro

Telecopy: (310) 451-4555

Telephone: (310) 458-1521 





43





 




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


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




        SECTION 13.2.    Governing Law.    This Declaration and the rights and obligations of the parties hereunder
shall be governed by and interpreted in accordance with the law of 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 law of any jurisdiction other than the State of Delaware. 



        SECTION 13.3.    Submission to Jurisdiction.    


        (a)   [RESERVED]



        (b)   Each
of the Sponsor, the Trustees, the Administrators and the Holder of the Common Securities irrevocably consents to the service of process on it in any such suit,
action or proceeding 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 of process 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 a grantor 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 this Declaration 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 shall be deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether or not so expressed. 



        SECTION 13.7.    Partial Enforceability.    If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder of this Declaration, or the application of such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby. 


        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 the signature of each of the Trustees and Administrators to any of such counterpart signature pages. All of such counterpart signature pages
shall be read as though one, and they shall have the same force and effect as though all of the signers had signed a single signature page. 


44







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



	 	 	CHASE MANHATTAN BANK USA, NATIONAL ASSOCIAION,

    as Delaware Trustee
	

 	
 	

By:	

/s/ John J. Cashin
 Name: John J. Cashin

Title: Vice-President
	

 	
 	

JPMORGAN CHASE BANK,

    as Institutional Trustee
	

 	
 	

By:	

/s/ Maria D. Calzado
 Name: Maria D. Calzado

Title: Vice President
	

 	
 	

First Community Bancorp

    as Sponsor
	

 	
 	

By:	

/s/ Victor R. Santoro
 Name: Victor R. Santoro

Title: Executive Vice President and Chief Financial Officer
	

 	
 	

By:	

/s/ Jared M. Wolff
 Administrator
	

 	
 	

By:	

/s/ Victor R. Santoro
 Administrator




45






  



 
 

ANNEX I    
    


TERMS OF

CAPITAL SECURITIES AND

COMMON SECURITIES  


        Pursuant to Section 6.1 of the Amended and Restated Declaration of Trust, dated as of February 5, 2004 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities and the Common Securities are set out below (each capitalized
term used but not defined herein has the meaning set forth in the Declaration): 


        1.    Designation and Number.    



        (a)   Capital
Securities.    60,000 Capital Securities of First Community Bancorp/CA Statutory Trust VII (the "Trust"), with an aggregate stated liquidation amount
with respect to the assets of the Trust of Sixty Million Dollars ($60,000,000) 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 "TP Securities" (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 such changes 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.    1,856 Common Securities of the Trust (the "Common Securities") will be evidenced by Common Security 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, the Common Securities will have an aggregate stated liquidation amount with respect to the assets of the Trust of One Million Eight Hundred Fifty Six Thousand Dollars ($1,856,000)
and a stated liquidation amount with respect to the assets of the Trust of $1,000 per Common Security. 


        2.    Distributions.    



        (a)   Distributions
payable on each Security will be payable at a variable per annum rate of interest, reset quarterly, equal to LIBOR, as determined on the LIBOR
Determination Date for such Distribution Payment Period, plus 2.75% (the "Coupon Rate") of the stated liquidation amount of $1,000 per Security, such rate (provided, however, that the Coupon Rate for
any Distribution Payment Period may not exceed 12% through the Distribution Payment Date in April, 2009, and provided further, that the Coupon Rate may not exceed the highest rate permitted by New
York law, as the same may be modified by United States law of general applicability), such Coupon Rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee.
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 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 are made in respect of the Debentures held by the Institutional Trustee and to
the extent the Institutional Trustee has funds legally available in the Property Account therefor. The amount of Distributions payable for any Distribution Payment Period will be computed for any full
quarterly Distribution Payment Period on the basis of a 360-day year and the actual number of 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 forth in the definition of Special Redemption Price. 


A-I-1





 



        (b)   LIBOR
shall be determined by the Calculation Agent in accordance with the following provisions: 



        (1)   On
the second LIBOR Business Day (provided, that on such day commercial banks are open for business (including dealings
in foreign currency deposits) in London (a "LIBOR Banking Day"), and otherwise the next preceding LIBOR Business Day that is also a LIBOR Banking Day) prior to January 30, April 30,
July 30 and October 30 immediately succeeding the commencement of such Distribution Payment Period (or, with respect to the first Distribution Payment Period, on February 3,
2004), (each such day, a "LIBOR Determination Date") for such Distribution Payment Period), the Calculation Agent shall obtain the rate 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. 2000 Interest Rate and Currency Exchange Definitions) or such other page as may replace such Telerate
Page 3750 on the Moneyline Telerate, Inc. service (or such other service or services as may be nominated by the British Banker's Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollar deposits), as of 11:00 a.m. (London time) on such LIBOR Determination Date, and the rate so obtained shall be LIBOR for such
Distribution Payment Period. "LIBOR Business Day" means any day that is not a Saturday, Sunday or other day on which commercial banking institutions in The City of New York or Wilmington, Delaware are
authorized or obligated by law or executive order to be closed. If such rate is superseded on Telerate Page 3750 by a
corrected rate before 12:00 noon (London time) on the same LIBOR Determination Date, the corrected rate as so substituted will be the applicable LIBOR for that Distribution Payment Period. 


        (2)   If,
on any LIBOR Determination Date, such rate does not appear on Telerate Page 3750 or such other page as may replace such Telerate Page 3750 on the Moneyline
Telerate, Inc. service (or such other service or services as may be nominated by the British Banker's Association as the information vendor for the purpose of displaying London interbank
offered rates for U.S. dollar deposits), 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 for three-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 the Reference 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 Banks provide such a quotation, LIBOR shall be deemed to be the arithmetic
mean of the offered quotations that at least two leading banks in the City of New York (as selected by the Calculation Agent) are quoting on the relevant LIBOR Determination Date for three-month U.S.
Dollar deposits in Europe at approximately 11:00 a.m. (London time) (in an amount determined by the Calculation Agent). As used herein, "Reference Banks" means four major banks in the London
Interbank market selected by the Calculation Agent. 


        (3)   If
the Calculation Agent is required but is unable to determine a rate in accordance with at least one of the procedures provided above, LIBOR for the applicable
Distribution Payment Period shall be LIBOR in effect for the immediate preceding Distribution Payment Period. 




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


        (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 


A-I-2





 



Payment
Period. The Calculation Agent 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 Sponsor and 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 the Paying 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 Distribution payment
periods as described herein, quarterly in arrears on January 23, April 23, July 23 and October 23 of each year, commencing April 23, 2004 (each, a "Distribution
Payment Date"). Subject to prior submission of Notice (as defined in the Indenture), the Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending
the interest distribution 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 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 an Interest 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, that, during any such Extension Period, the Debenture Issuer may not
(i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Debenture Issuer's capital stock or
(ii) make any payment of principal or premium or interest on or repay, repurchase or redeem any debt securities of the Debenture Issuer that rank pari
passu in all respects with or junior in interest to the Debentures or (iii) make any payment under any guarantees of the Debenture Issuer that rank in all respects  pari passu with or junior in interest to the Guarantee (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock
of the Debenture Issuer (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or
consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Debenture Issuer (or
securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of any
exchange, reclassification, combination or conversion of any class or series of the Debenture Issuer's capital stock (or any capital stock of a subsidiary of the Debenture Issuer) for any class or
series of the Debenture Issuer's capital stock or of any class or series of the Debenture Issuer's indebtedness for any class or series of the Debenture Issuer's capital stock, (c) the purchase
of fractional interests in shares of the Debenture Issuer's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged,
(d) any declaration of a dividend in connection with any 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 issuable upon exercise of such warrants,
options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the
termination of any Extension Period, the Debenture Issuer may further extend such period, provided, that such period together with all such previous and
further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the 


A-I-3





 

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
Extension Period, except at the end thereof, but Deferred 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, the Distributions 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 the books and records of the Trust on the record date immediately preceding such date. Distributions on
the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds legally available for the payment of such distributions in the
Property Account of the Trust. The Trust's funds available for Distribution to the Holders of the Securities will be limited to payments received from the Debenture Issuer. The payment of
Distributions out of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee. 



        (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 the Administrators, which dates shall be 15 days before the relevant Distribution Payment Date. Distributions payable on any Securities that are not
punctually paid on any Distribution Payment Date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, as the case may be, when due (taking into account any
Extension Period), will cease to be payable to the Person in whose name such Securities are registered on the relevant record date, and such defaulted Distribution will instead be payable to the
Person in whose name such Securities are registered on the special record date or other specified date determined in accordance with the Indenture. If any Distribution Payment Date other than any date
of redemption, falls on a day that is not a Business Day, then Distributions payable will be paid on, and such Distribution Payment Date will be moved to, the next succeeding Business Day, and
additional Distributions will accrue for each day that such payment is delayed as a result thereof. 


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


        3.    Liquidation Distribution Upon Dissolution.    In the event of the voluntary or involuntary liquidation,
dissolution, winding-up or termination of the Trust (each, a "Liquidation") other than in connection with a redemption of the Debentures, the Holders of the Securities will be entitled to
receive out of the assets of the Trust available for distribution to Holders of the Securities, after satisfaction of liabilities to creditors of the Trust (to the extent not satisfied by the
Debenture Issuer), distributions equal to the aggregate of the stated liquidation amount of $1,000 per Security plus accrued and unpaid Distributions thereon to the date of payment (such amount being
the "Liquidation Distribution"), unless in connection with such Liquidation, the Debentures in an aggregate stated principal amount equal to the aggregate stated liquidation amount of such Securities,
with an interest rate equal to the 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 making reasonable provision to pay all claims and obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Act, shall be distributed on a
Pro Rata basis to the Holders of the Securities in exchange for such Securities. 


        The
Sponsor, as the Holder of all of the Common Securities, has the right at any time to dissolve the Trust (including without limitation upon the occurrence of a Tax Event, an
Investment Company Event or a Capital Treatment Event), subject to the receipt by the Debenture Issuer of prior approval from any regulatory authority having jurisdiction over the Sponsor that is
primarily responsible for regulating the activities of the Sponsor if such approval is then required under applicable capital guidelines or policies of such regulatory authority and, after
satisfaction of liabilities to creditors of the 


A-I-4





 



Trust,
cause the Debentures to be distributed to the Holders of the Securities on a Pro Rata basis in accordance with the aggregate stated liquidation amount thereof. 



        The
Trust shall dissolve on the first to occur of (i) 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 be) the
filing of a certificate of dissolution of the Sponsor or upon the revocation of the charter of the Sponsor and the expiration of 90 days after the date of revocation without a reinstatement
thereof, (iv) the distribution to the Holders of the Securities of the Debentures, upon exercise of the right of the Holder of all of the outstanding Common Securities to dissolve the Trust as
set forth 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 for redemption 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 the filing of a certificate of cancellation with the Secretary of State of the State of Delaware. 


        If
a Liquidation of the 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 by distributing, 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 such distribution is determined by the Institutional Trustee not
to be practical, in which event such Holders will be entitled to receive out of the assets of the Trust available for distribution to the Holders, after satisfaction of liabilities to creditors of the
Trust to the extent not satisfied by the Debenture Issuer, an amount equal to the Liquidation Distribution. An early Liquidation of the Trust pursuant to clause (iv) of the immediately
preceding paragraph shall occur if the Institutional 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 has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on such Capital Securities shall be paid to the Holders of the Securities on a Pro Rata basis, except that if an Event of Default has
occurred and is continuing, the Capital Securities shall have a preference over the Common Securities with regard to such distributions. 


        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-recognized statistical 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) any
certificates 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 rate identical to the distribution rate of, and bearing accrued and unpaid interest equal to accrued and unpaid distributions on, the Securities until
such certificates are presented to the Debenture Issuer or its agent for transfer or reissuance (and until such certificates are so surrendered, no payments of interest or principal shall be made to
Holders of Securities in respect of any payments due and payable under the Debentures) and (iii) all rights 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. 


A-I-5





 



        4.    Redemption and Distribution.    


        (a)   The
Debentures will mature on April 23, 2034. The Debentures may be redeemed by the Debenture Issuer, in whole or in part, on any January 23,
April 23, July 23 or October 23 on or after April 23, 2009 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 or a Capital Treatment Event, the Debentures may be redeemed by the Debenture Issuer in whole
or in part, at any time within 120 days following the occurrence of such Tax Event, Investment Company Event or Capital Treatment Event, as the case may be (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, as
the 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 any regulatory authority
having jurisdiction over the Debenture Issuer, if such approval is then required under applicable capital guidelines or policies of such regulatory authority. 



        "Tax
Event" means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to or change
(including any announced prospective change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any
official administrative pronouncement (including any private letter ruling, technical advice memorandum, regulatory procedure, notice or announcement) (an "Administrative Action") or judicial decision
interpreting or applying such laws or regulations, regardless of whether such Administrative Action or
judicial decision is issued to or in connection with a proceeding involving the Debenture Issuer or the Trust and whether or not subject to review or appeal, which amendment, clarification, change,
Administrative Action or decision is enacted, promulgated or announced, in each case on or after the date of original issuance of the Debentures, there is more than an insubstantial risk that:
(i) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the Debentures;
(ii) interest payable by the Debenture Issuer on the Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by the Debenture Issuer, in whole or in
part, for United States federal income tax purposes; or (iii) the Trust is, or will be within 90 days of the date of such opinion, subject to more than a de minimis amount of other taxes
(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 a result 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 is or, within 90 days of the date of such opinion will be, considered an "investment company" that is required to be registered under the Investment Company Act, which
change or prospective change becomes effective or would become effective, as the case may be, on or after the date of the 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 a result 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 or applying such laws, rules or regulations, which amendment or change is effective or which pronouncement, action or decision is announced on or after the date of original
issuance of the Debentures, there is more than an insubstantial risk that the Debenture 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 of the capital adequacy guidelines of the Federal Reserve (or any successor
regulatory authority with jurisdiction over 


A-I-6





 



bank
holding companies), as then in effect and applicable to the Debenture Issuer; provided, however,
that the inability of the Company to treat all or any portion of the Liquidation Amount of the Capital Securities as Tier 1 Capital shall not constitute the basis for a Capital Treatment Event, if
such inability results from the Company having cumulative preferred stock, minority interests in consolidated subsidiaries, or any other class of security or interest which the Federal Reserve (or any
successor regulatory authority with jurisdiction over bank holding companies) may now or hereafter accord Tier 1 Capital treatment in excess of the amount which may now or hereafter qualify for
treatment as Tier 1 Capital under applicable capital adequacy guidelines (unless the inability is a result of an event that decreases the percentage of Capital Securities that may be included in Tier
1 Capital); provided further, however, that the distribution of 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
Investment Company Event. 


        "Special
Event" means any of a Capital Treatment Event, a Tax Event or an Investment Company Event. 


        "Special
Redemption Price" means 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest on such Debentures to the Special Redemption Date. 


        "Redemption
Price" means 100% of the principal amount of the Debentures being redeemed plus accrued and unpaid interest on such Debentures to the Redemption Date. 



        "Redemption
Date" means the date fixed for the redemption of Capital Securities, which shall be any January 23,April 23, July 23 or October 23 on or after
April 23, 2009. 


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


        (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 Section 4(e)(ii) below. 


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


        (e)   Redemption
or Distribution Procedures. 



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



A-I-7





 

         (ii)  In
the event that fewer than all the outstanding Securities are to be redeemed, the Securities to be redeemed shall be redeemed Pro Rata from each Holder of Capital
Securities. 


        (iii)  If
the Securities are to be redeemed and the Trust gives a Redemption/Distribution Notice, which notice may only be issued if the Debentures are redeemed as set out in
this Section 4 (which notice will be irrevocable), then, provided, that the Institutional Trustee has a sufficient amount of cash in connection with the related redemption or maturity of the
Debentures, the Institutional Trustee will, with respect to Book-Entry Capital Securities, on the Redemption Date, irrevocably deposit with the Depositary for such Book-Entry
Capital Securities, to the extent available therefore, funds sufficient to pay the relevant Redemption Price and will give such Depositary irrevocable instructions and authority to pay the Redemption
Price to the Owners of the Capital Securities. With respect to Capital Securities that are not Book-Entry Capital Securities, the Institutional Trustee will pay, to the extent available
therefore, the relevant Redemption Price to the Holders of such Securities by check mailed to the address of each such Holder appearing on the books and records of the Trust on the redemption date. If
a Redemption/Distribution Notice shall have been given and funds deposited as required, then immediately prior to the close of business on the date of such deposit, Distributions will cease to accrue
on the Securities so called for redemption and all rights of Holders of such Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the
applicable Redemption Price specified in Section 4(a). 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 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 date fixed 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 such Securities 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 the Redemption Price. In the event of any
redemption of the Capital Securities issued by the Trust in part, the Trust shall not be required to (i) issue, register the transfer of or exchange any Security during a period beginning at
the opening of business 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 Securities to be so redeemed or (ii) register the transfer of or exchange any Capital Securities so selected for redemption, in whole or in part, except
for the unredeemed portion of any Capital Securities being redeemed in part. 



        (iv)  Redemption/Distribution
Notices shall be sent by the Administrators on behalf of the Trust (A) in respect of 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 the obligor
under the Indenture, the Sponsor or any of its subsidiaries may at
anytime 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 as otherwise required by law and the Declaration, the Holders of the Capital Securities will have no voting rights. The
Administrators are required to call a meeting of the Holders of the Capital Securities if directed to do so by Holders of not less than 25% in liquidation amount of the Capital Securities. 


A-I-8







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


        In
the event the consent of the Institutional Trustee, as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or termination of the
Indenture, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or termination and shall vote with respect to
such amendment, modification or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class;  provided, however, that where a consent under the Indenture would require the consent of a Super
Majority, the Institutional Trustee 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 the Debentures 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 


A-I-9





 



opinion
of tax counsel to the effect that, as a result of such action, the Trust will not be classified as other than a grantor trust for United States federal income tax purposes. 


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



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


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


        6.    Voting Rights—Common Securities.    


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



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


        (c)   Subject
to Section 6.8 of the Declaration and only after each Event of Default (if any) with respect to the Capital Securities has been cured, waived or otherwise
eliminated and subject to the requirements of the second to last sentence of this paragraph, the Holders of a Majority in liquidation amount of the Common Securities, voting separately as a class, may
direct the time, method, and place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee under
the Declaration, including (i) directing the time, method, place of conducting any proceeding for any remedy available to the Debenture Trustee, or exercising any trust or power conferred on
the Debenture Trustee with respect to the Debentures, (ii) waiving any past default and its consequences that are waivable under the Indenture, or (iii) exercising any right to rescind
or annul a declaration that the principal of all the Debentures shall be due and payable, provided, however, that, where a consent or action under the Indenture would require a Super Majority, the
Institutional Trustee may only give such consent or take such action at the written direction of the Holders of not less than the proportion in liquidation amount of the Common Securities which the
relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. Notwithstanding this Section 6(c), the Institutional Trustee shall not revoke any action
previously authorized or approved by a vote or consent of the Holders of the Capital Securities. Other than with respect to directing the time, method and place of conducting any proceeding for any
remedy available to the Institutional Trustee or the Debenture Trustee as set forth 


A-I-10





 



above,
the Institutional Trustee shall not 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 as other 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 proceeding directly against any Person to enforce the
Institutional Trustee's rights under the Declaration, without first instituting a legal proceeding against the Institutional Trustee or any other Person. 


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


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


        7.    Amendments to Declaration and Indenture.    


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


        (b)   In
the event the consent of the Institutional Trustee as the holder of the Debentures is required under the Indenture with respect to any amendment, modification or
termination of the Indenture or the Debentures, the Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such amendment, modification or
termination and shall vote with respect to such amendment, modification, or termination as directed by a Majority in liquidation amount of the Securities voting together as a single class; provided,
however, that where a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such consent at the written direction of the Holders of not less than the
proportion in liquidation amount of the Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding. 


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


A-I-11





 



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


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



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


        11.    No Preemptive Rights.    The Holders of the Securities shall have no, and the issuance of the Securities is not
subject to, preemptive or similar rights to subscribe for any additional securities. 


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


A-I-12








  



 
 

EXHIBIT A-1    
    
    FORM OF CAPITAL SECURITY CERTIFICATE    
    
    [FORM OF FACE OF SECURITY]    



        [If the Capital Security is to be Global Capital Security—THIS CAPITAL SECURITY IS A GLOBAL SECURITY WITHIN THE
MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS
CAPITAL SECURITY IS EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER
OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES. 


        UNLESS
THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO FIRST COMMUNITY BANCORP/CA STATUTORY TRUST VII OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.] 


        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 OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH
TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE 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 IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2),
(3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE 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 EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE 


A-1-1





 



DEBENTURE
ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. 


        THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE
IN COMPLIANCE WITH THE SECURITIES ACT. 


        THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY
INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER
IS ELIGIBLE FOR THE EXEMPTION 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 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) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY
OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. 


        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 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 A LIQUIDATION 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 OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN
THIS SECURITY. 


A-1-2





 


	Certificate Number [P-001]	 	Number of Capital Securities 60,000




Certificate Evidencing Capital Securities 


of



First
Community Bancorp/CA Statutory Trust VII 


TP
Securities 


(liquidation
amount $1,000 per Capital Security) 


        First
Community Bancorp/CA Statutory Trust VII, a statutory trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co., as nominee on
behalf of The Depository Trust Company (the "Holder"), is the registered owner of 60,000 capital securities of the Trust representing undivided beneficial interests in the assets of the Trust,
designated the TP Securities (liquidation amount $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, upon surrender of this Certificate duly endorsed and in proper form for transfer. The Capital Securities represented hereby
are issued pursuant to, and the designation, rights, privileges, restrictions, preferences and other terms and provisions of the Capital Securities shall in all respects be subject to, the provisions
of the Amended and Restated Declaration of Trust of the Trust, dated as of February 5, 2004, among Jared M. Wolff and Victor R. Santoro, as Administrators, Chase Manhattan Bank USA, National
Association, as Delaware Trustee, JPMorgan Chase Bank, as Institutional Trustee, First Community Bancorp, as Sponsor, and the holders from time to time of undivided beneficial interests in the assets
of the Trust, including the designation of the terms of the Capital Securities as set forth in Annex I to the Declaration, as the same may be amended from time to time (the "Declaration"). Capitalized
terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein. The Sponsor will provide
a copy of the Declaration, the Guarantee, and the Indenture to the Holder without charge upon written request to the Sponsor at its principal place of business. 


        By
acceptance 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, without regard to principles of conflict of laws. 


A-1-3





 

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



	 	 	FIRST COMMUNITY BANCORP/CA STATUTORY TRUST VII
	
 	
 	

By:	

    
 Name:

Title: Administrator
	

 	
 	

Dated:






 
 

CERTIFICATE OF AUTHENTICATION    



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



	 	 	JPMORGAN CHASE BANK,
 not in its individual capacity but solely as Institutional Trustee
	

 	
 	

By:	

    
 Authorized Signatory
	

 	
 	

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 2.75% (the
"Coupon Rate") of the stated liquidation amount of $1,000 per Capital Security, such rate (provided, however, that the Coupon Rate for any Distribution Payment Period may not exceed 12% through the
Distribution Payment Date in April, 2009, and provided further, that the Coupon Rate may not exceed the highest rate permitted by New York law, as the same may be modified by United States law of
general applicability), such Coupon Rate being the rate of interest payable on the Debentures to be held by the Institutional Trustee. Distributions in arrears for more than one quarterly period will
bear interest thereon compounded quarterly at the then 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
are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has funds legally 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 actual number of days elapsed in the relevant
Distribution Payment Period. 


        Except
as otherwise described below, Distributions on the Capital Securities will be cumulative, will accrue from the date of original issuance and will be payable quarterly in arrears
on January 23, April 23, July 23 and October 23 of each year, commencing on April 23, 2004 (each, a "Distribution Payment Date"). Upon submission of Notice, the
Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest distribution 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 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 all such previous and further consecutive extensions thereof shall not exceed 20
consecutive quarterly periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all Deferred Interest, the Debenture Issuer may commence a new
Extension Period, subject to the foregoing requirements. No interest or Deferred Interest (except any Additional Interest that may be due and payable) shall be due and payable during an Extension
Period, except at the end thereof, but Deferred 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, the Distributions due shall be paid on the date that the related Extension Period terminates to Holders of the Securities as they appear on the
books and records of the Trust on the record date immediately preceding such date. Distributions on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to
the extent that the Trust has funds legally available for the payment of such distributions in the Property Account of the Trust. The Trust's funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture Issuer. The payment of Distributions out of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee. 



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


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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 to act 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 meeting the requirements of the Security
registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the
Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 


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EXHIBIT A-2
  
    FORM OF COMMON SECURITY CERTIFICATE    
    



        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 EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION. 


        EXCEPT
AS SET FORTH IN SECTION 8.1 (b) OF THE DECLARATION (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED. 


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	Certificate Number [C-001]	 	Number of Common Securities 1,856




Certificate Evidencing Common Securities

of

First Community Bancorp/CA Statutory Trust VII  


        First Community Bancorp/CA Statutory Trust VII, a statutory trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that First
Community Bancorp (the "Holder") is the registered owner of 1,856 common securities of the Trust representing 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 February 5, 2004, among Jared M. Wolff and Victor R. Santoro, as
Administrators, Chase Manhattan Bank USA, National Association, as Delaware Trustee, JPMorgan Chase Bank, as Institutional Trustee, the Holder, as Sponsor, and the holders from time to time of
undivided beneficial interests in the assets of the Trust, including the designation of the terms of the 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 not defined 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 Common Securities to payment in respect of Distributions and payments
upon Liquidation, redemption or otherwise are subordinated to the rights of payment of Holders of the Capital Securities. 


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


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


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


        IN
WITNESS WHEREOF, the Trust has executed this certificate February 5, 2004. 



	 	 	First Community Bancorp/CA Statutory Trust VII
	

 	
 	

By:	


	 	 	 	Name:	

	 	 	 	Title: Administrator




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[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 is at a variable per annum rate of interest, reset
quarterly, equal to LIBOR (as defined in the Declaration) plus 2.75% (the "Coupon Rate") of the stated liquidation amount of $1,000 per Capital Security, such rate (provided, however, that the Coupon
Rate for any Distribution Payment Period may not exceed 12% through the Distribution Payment Date in April, 2009, and provided further, that the Coupon Rate may not exceed the highest rate permitted
by New York law, as the same may be modified by United States law of general applicability), such Coupon Rate being the rate of interest payable on the Debentures to be held by the Institutional
Trustee. Distributions in arrears for more than one quarterly period will bear interest thereon compounded quarterly at the then 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 are made in respect of the Debentures held by the Institutional Trustee and to the extent the Institutional Trustee has
funds legally 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 actual number of days elapsed in the relevant Distribution Payment 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 23, April 23, July 23 and October 23 of each year, commencing on April 23, 2004 (each, a "Distribution Payment Date"). Upon submission of Notice, the
Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures by extending the interest distribution 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 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 all such previous and further consecutive
extensions thereof shall not exceed 20 consecutive quarterly
periods, or extend beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all 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 Extension Period, except at the end thereof, but Deferred 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, the Distributions due shall be paid
on the date that the related Extension Period terminates to Holders of the Securities as they appear on the books and records of the Trust on the record date immediately preceding such date. 


        Distributions
on the Securities must be paid on the dates payable (after giving effect to any Extension Period) to the extent that the Trust has funds legally available for the payment
of such distributions in the Property Account of the Trust. The Trust's funds legally available for Distribution to the Holders of the Securities will be limited to payments received from the
Debenture Issuer. The 


A-2-3





 



payment
of Distributions out of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee. 


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


A-2-4








  



 
 

ASSIGNMENT    
    


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













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













(Insert
address and zip code of assignee), 


and
irrevocably appoints            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 meeting the requirements of the Security
registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the
Security registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 


A-2-5









QuickLinks



Exhibit 10.19


AMENDED AND RESTATED DECLARATION OF TRUST First Community Bancorp/CA Statutory Trust VII Dated as of February 5, 2004

TABLE OF CONTENTS


AMENDED AND RESTATED DECLARATION OF TRUST OF First Community Bancorp/CA Statutory Trust VII February 5, 2004

ARTICLE I INTERPRETATION AND DEFINITIONS

ARTICLE II ORGANIZATION


ARTICLE III SPONSOR

ARTICLE IV TRUSTEES AND ADMINISTRATORS

ARTICLE V DISTRIBUTIONS

ARTICLE V ISSUANCE OF SECURITIES


ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST

ARTICLE VIII TRANSFER OF INTERESTS

ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

ARTICLE X ACCOUNTING



ARTICLE XI AMENDMENTS AND MEETINGS

ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

ARTICLE XIII MISCELLANEOUS


ANNEX I


EXHIBIT A-1 FORM OF CAPITAL SECURITY CERTIFICATE [FORM OF FACE OF SECURITY]

CERTIFICATE OF AUTHENTICATION

[FORM OF REVERSE OF SECURITY]

ASSIGNMENT



EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE


ASSIGNMENT