<PAGE>

                                                                    EXHIBIT 4.14

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                             CVB Statutory Trust II

                          Dated as of December 15, 2003

<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

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                                                                                                    PAGE
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SECTION 1.1.      Definitions.....................................................................   1

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1.      Name............................................................................   9
SECTION 2.2.      Office..........................................................................   9
SECTION 2.3.      Purpose.........................................................................   9
SECTION 2.4.      Authority.......................................................................   9
SECTION 2.5.      Title to Property of the Trust..................................................   9
SECTION 2.6.      Powers and Duties of the Trustees and the Administrators........................   9
SECTION 2.7.      Prohibition of Actions by the Trust and the Trustees............................  14
SECTION 2.8.      Powers and Duties of the Institutional Trustee..................................  15
SECTION 2.9.      Certain Duties and Responsibilities of the Trustees and the Administrators......  16
SECTION 2.10.     Certain Rights of Institutional Trustee.........................................  18
SECTION 2.11.     Delaware Trustee................................................................  21
SECTION 2.12.     Execution of Documents..........................................................  21
SECTION 2.13.     Not Responsible for Recitals or Issuance of Securities..........................  21
SECTION 2.14.     Duration of Trust...............................................................  21
SECTION 2.15.     Mergers.........................................................................  21

                                   ARTICLE III
                                     SPONSOR

SECTION 3.1.      Sponsor's Purchase of Common Securities.........................................  23
SECTION 3.2.      Responsibilities of the Sponsor.................................................  23

                                   ARTICLE IV
                  TRUSTEES AND ADMINISTRATORS

SECTION 4.1.      Number of Trustees..............................................................  24
SECTION 4.2.      Delaware Trustee................................................................  24
SECTION 4.3.      Institutional Trustee; Eligibility..............................................  24
SECTION 4.4.      Certain Qualifications of the Delaware Trustee Generally........................  25
SECTION 4.5.      Administrators..................................................................  25
SECTION 4.6.      Initial Delaware Trustee........................................................  25
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                                      -i-

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                                TABLE OF CONTENTS
                                   (continued)
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SECTION 4.7.      Appointment, Removal and Resignation of the Trustees and the Administrators.....  25
SECTION 4.8.      Vacancies Among Trustees........................................................  27
SECTION 4.9.      Effect of Vacancies.............................................................  27
SECTION 4.10.     Meetings of the Trustees and the Administrators.................................  27
SECTION 4.11.     Delegation of Power.............................................................  28
SECTION 4.12.     Merger, Conversion, Consolidation or Succession to Business.....................  28

                                    ARTICLE V
                                  DISTRIBUTIONS

SECTION 5.1.      Distributions...................................................................  28

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

SECTION 6.1.      General Provisions Regarding Securities.........................................  29
SECTION 6.2.      Paying Agent, Transfer Agent, Calculation Agent and Registrar...................  30
SECTION 6.3.      Form and Dating.................................................................  30
SECTION 6.4.      Book-Entry Capital Securities...................................................  31
SECTION 6.5.      Mutilated, Destroyed, Lost or Stolen Certificates...............................  33
SECTION 6.6.      Temporary Securities............................................................  33
SECTION 6.7.      Cancellation....................................................................  33
SECTION 6.8.      Rights of Holders; Waivers of Past Defaults.....................................  33

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1.      Dissolution and Termination of Trust............................................  35

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

SECTION 8.1.      General.........................................................................  36
SECTION 8.2.      Transfer Procedures and Restrictions............................................  37
SECTION 8.3.      Deemed Security Holders.........................................................  40

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

SECTION 9.1.      Liability.......................................................................  41
SECTION 9.2.      Exculpation.....................................................................  41
SECTION 9.3.      Fiduciary Duty..................................................................  42
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                                       ii

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                                TABLE OF CONTENTS
                                   (continued)
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SECTION 9.4.      Indemnification.................................................................  42
SECTION 9.5.      Outside Businesses..............................................................  45
SECTION 9.6.      Compensation; Fee...............................................................  46

                                    ARTICLE X
                                   ACCOUNTING

SECTION 10.1.     Fiscal Year.....................................................................  46
SECTION 10.2.     Certain Accounting Matters......................................................  46
SECTION 10.3.     Banking.........................................................................  47
SECTION 10.4.     Withholding.....................................................................  47

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

SECTION 11.1.     Amendments......................................................................  47
SECTION 11.2.     Meetings of the Holders of the Securities; Action by Written Consent............  49

                                   ARTICLE XII
                  REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.     Representations and Warranties of Institutional Trustee.........................  51
SECTION 12.2.     Representations and Warranties of Delaware Trustee..............................  52

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1.     Notices.........................................................................  52
SECTION 13.2.     Governing Law...................................................................  54
SECTION 13.3.     Submission to Jurisdiction......................................................  54
SECTION 13.4.     Intention of the Parties........................................................  54
SECTION 13.5.     Headings........................................................................  54
SECTION 13.6.     Successors and Assigns..........................................................  54
SECTION 13.7.     Partial Enforceability..........................................................  55
SECTION 13.8.     Counterparts....................................................................  55
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                                      iii
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                                TABLE OF CONTENTS
                                   (continued)

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<S>                        <C>                                                                    <C>
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
EXHIBIT B                  Form of Transferee Certificate to be Executed by Transferees Other than
                           QIBs
EXHIBIT C                  Form of Transferor Certificate to be Executed for QIBs
</TABLE>

                                      -iv-
<PAGE>

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                             CVB Statutory Trust II

                                December 15, 2003

         AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated
and effective as of December 15, 2003, 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 CVB Statutory Trust II (the "Trust"), a statutory trust under the
Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust,
dated as of December 11, 2003, (the "Original Declaration"), and a Certificate
of Trust filed with the Secretary of State of the State of Delaware on December
11, 2003, for the sole purpose of issuing and selling certain securities
representing undivided beneficial interests in the assets of the Trust and
investing the proceeds thereof in certain debentures of the Debenture Issuer (as
defined herein) in connection with the Bear, Stearns Securities Corp.
transaction;

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

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

         NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a statutory 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;

<PAGE>

                  (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 Edward J. Biebrich, Jr. and John Lang,
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

                                      -2-
<PAGE>

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 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 Placement 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.

         "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 919 Market Street Suite 700 Wilmington, DE 19801, Attention:
Corporate Trust Division.

                                      -3-
<PAGE>

         "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 CVB Financial Corporation, a bank holding
company incorporated in California, in its capacity as issuer of the Debentures
under the Indenture.

         "Debenture Trustee" means Wells Fargo Bank, National Association, a
national banking association with its principal place of business in the State
of Delaware, 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 January
7, 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 in effect for each 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.

         "Delaware Trustee" has the meaning set forth in Section 4.2.

         "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.

         "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.

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

         "Event of Default" means the occurrence of an Indenture Event of
Default.

                                      -4-
<PAGE>

         "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.

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

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

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

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

         "Guarantee" means the Guarantee Agreement, dated as of December 15,
2003, of the Sponsor 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 December 15, 2003, among
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).

                                      -5-
<PAGE>

         "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.

         "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.

                                      -6-
<PAGE>

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

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

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

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

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

         "QIB" means a "qualified institutional buyer" as defined under Rule
144A.

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

         "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).

         "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.

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

                                      -7-
<PAGE>

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

         "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 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.

         "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.

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

                                      -8-
<PAGE>

                                   ARTICLE II
                                  ORGANIZATION

         SECTION 2.1. Name. The Trust is named "CVB Statutory Trust II," 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
701 N. Haven Avenue, Suite 350, Ontario, CA 91764. 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.

         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

                                      -9-
<PAGE>

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

                                    (D)      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;

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

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

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

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

                                    (I)      unless otherwise determined by the
                           Holders of a Majority in liquidation amount of the
                           Securities or as otherwise required by the 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;

                                      -10-
<PAGE>

                                    (J)      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);

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

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

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

                                    (N)      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;

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

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

                                    (Q)      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;

                                      -11-
<PAGE>

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

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

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

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

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

                                    (H)      to the extent provided in this
                           Declaration, the winding up of the affairs of and
                           liquidation of the Trust and the preparation,
                           execution and filing of the certificate of
                           cancellation with the Secretary of State of the State
                           of Delaware;

                                    (I)      after any Event of Default (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 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 Section 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.

                                      -12-
<PAGE>

                  (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 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

                                      -13-
<PAGE>

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

                                      -14-
<PAGE>

                  (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.

         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 Section
                  301.7701-7), in the name of and under the exclusive control of
                  the Institutional Trustee, and maintained in the Institutional
                  Trustee's trust department, on 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.

                                      -15-
<PAGE>

                  (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 principal on the Debentures on the date such interest
or principal is otherwise payable (or in the case of redemption, on the
redemption date), then a Holder of the Capital Securities may directly institute
a proceeding for enforcement of payment to such Holder of the principal of or
interest on the Debentures having a principal amount equal to the aggregate
liquidation amount of the Capital Securities of such Holder (a "Direct Action")
on or after the respective due date specified in the Debentures. In connection
with such Direct Action, the rights of the Holders of the Common Securities will
be subrogated to the rights of such Holder of the Capital Securities to the
extent of any payment made by the Debenture Issuer to such Holder of the Capital
Securities in such Direct Action; provided, however, that 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.

                  (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); 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

                                      -16-
<PAGE>

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. Nothing in this Declaration shall be construed to
release an Administrator from liability for its own gross negligent action, its
own gross negligent failure to act, or its own willful misconduct. To the extent
that, at law or in equity, a Trustee or an Administrator has 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 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 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 an
                  Authorized Officer of the Institutional

                                      -17-
<PAGE>

                  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)(i) and except to the extent otherwise required
                  by law; and

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

         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
the terms of this Declaration, the

                                      -18-
<PAGE>

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;

                  (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

                                      -19-
<PAGE>

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.

                                      -20-
<PAGE>

         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). 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
Section 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")

                                      -21-
<PAGE>

                           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 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

                                      -22-
<PAGE>

                           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;

                  (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 Placement Agreement and other related agreements
providing for the sale of the Capital Securities.

                                      -23-
<PAGE>

                                   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 Section 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.

                                      -24-
<PAGE>

                  (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.

                  (c)      If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 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 Wells
Fargo Bank, National Association.

         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 Wells Fargo Delaware Trust Company.

         SECTION 4.7. Appointment, Removal and Resignation of the Trustees and
the Administrators.

                  (a)      No resignation or removal of any Trustee (the
"Relevant Trustee") and no appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of appointment by 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. 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

                                      -25-
<PAGE>

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 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

                                      -26-
<PAGE>

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 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

                                      -27-
<PAGE>

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 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

                                      -28-
<PAGE>

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 VI
                             ISSUANCE OF SECURITIES

         SECTION 6.1. General Provisions Regarding Securities.

                  (a)      The Administrators shall on behalf of the Trust issue
one series of capital securities, 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.

                  (c)      The Capital Securities issued pursuant to Regulations
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

                                      -29-
<PAGE>

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)      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.

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

         SECTION 6.2. Paying Agent, Transfer Agent, Calculation Agent and
Registrar.

                  (a)      The Trust shall maintain in Wilmington, Delaware, an
office or agency where the Securities may be presented for payment (the "Paying
Agent"), and an office or agency where Securities may be presented for
registration of transfer or exchange (the "Transfer Agent"). The Trust shall
keep or cause to be kept at such office or agency a register for the purpose of
registering Securities 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 Paying Agent, Transfer Agent and 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
Securities may have letters, numbers, notations or other marks of identification
or designation and such legends or endorsements required by law, stock exchange
rule, agreements to which the Trust is subject, if

                                      -30-
<PAGE>

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

         SECTION 6.4. Book-Entry Capital Securities. 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.

         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

                                      -31-
<PAGE>

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.

         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.

         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.

         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.

                                      -32-
<PAGE>

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

         SECTION 6.8. 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 2.5, and the Holders shall not have any right or title therein
other than the undivided beneficial interest in the assets of the Trust
conferred by their Securities and they shall have no right to call for any
partition or division of property, profits or rights of the Trust except as
described below. The Securities shall

                                      -33-
<PAGE>

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 with
respect to the Debentures has been made and before a judgment or decree for
payment of the money due has been obtained by the Debenture Trustee as provided
in the Indenture, if the Institutional Trustee, subject to the provisions
hereof, fails to annul any such declaration and waive such default, the Holders
of 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

                                    (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 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

                                      -34-
<PAGE>

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 7,
                  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 charter of the Sponsor and the expiration of 90 days
                  after the date of revocation without a reinstatement thereof;

                                      -35-
<PAGE>

                           (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
Institutional Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware.

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

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

         SECTION 8.1. General. 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.

                  (a)      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 that is a U.S. Person
may succeed to the Sponsor's ownership of the Common Securities.

                  (b)      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.

                                      -36-
<PAGE>

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

                  (d)      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, 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 Trust, 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
and the Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing and (i) if such Capital Securities are being transferred
to a QIB, accompanied by a certificate of the transferor substantially in the
form set forth as Exhibit C hereto or (ii) if such Capital Securities are being
transferred otherwise than to a QIB,

                                      -37-
<PAGE>
accompanied by a certificate of the transferee substantially in the form set
forth as Exhibit B hereto.

                  (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.

         UNLESS THIS CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC TO CVB STATUTORY TRUST II 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 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

                                      -38-
<PAGE>

"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 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 EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER
OR HOLDER OF 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

                                      -39-
<PAGE>

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 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

                                      -40-
<PAGE>

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)      Pursuant to Section 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 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 gross negligence or willful
misconduct with respect to such acts or omissions.

                  (b)      An Indemnified Person shall be fully protected in
relying in good faith upon the records of the Trust and upon such information,
opinions, reports or statements presented to the Trust by any Person as to
matters the Indemnified Person reasonably believes are within such other
Person's professional or expert competence and, if selected by such Indemnified
Person, has been selected by such Indemnified Person with reasonable care by or
on behalf of the Trust, including information, opinions, reports or statements
as to the value and

                                      -41-
<PAGE>

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

                                      -42-
<PAGE>

                  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 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

                                      -43-
<PAGE>

                  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
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 or willful misconduct with respect to
such acts or omissions.

                  (c)      The indemnification and advancement of expenses
provided by, or granted pursuant to, the other paragraphs of this Section 9.4
shall 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

                                      -44-
<PAGE>

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 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.

                                      -45-
<PAGE>

         SECTION 9.6. Compensation; Fee.

                  (a)      The Sponsor agrees:

                           (i)      to pay to the Trustees from time to time
                  such compensation for all services rendered by them hereunder
                  as the parties shall agree in writing from time to time (which
                  compensation shall not be limited by any 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.

         SECTION 10.2. Certain Accounting Matters.

                  (a)      At all times during the existence of the Trust, the
Administrators shall keep, or cause to be kept at the principal office of the
Trust in the United States, as defined for purposes of Treasury Regulations
Section 301.7701-7, full books of account, records and supporting documents,
which shall reflect in reasonable detail each transaction of the Trust. The
books of account shall be maintained 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
Section 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

                                      -46-
<PAGE>

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 Section
301.7701-7, and filed an annual United States federal income tax return on a
Form 1041 or such other form required by United States federal income tax law,
and any other annual income tax returns required to be filed by the
Administrators on behalf of the Trust with any state or local taxing authority.

                  (e)      So long as the only Holder of the Capital Securities
is Bear, Stearns Securities Corp., 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
Section 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. The Institutional Trustee or
any Paying Agent shall request, and each Holder shall provide to the
Institutional Trustee or any Paying Agent, such forms or certificates as are
necessary to establish an exemption from withholding with respect to the Holder,
and any representations and forms as shall reasonably be requested by the
Institutional Trustee or any Paying Agent to assist it in determining the extent
of, and in fulfilling, its withholding obligations. The Administrators shall
file required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Institutional Trustee or any Paying Agent is required to withhold and pay over
any amounts to any authority with respect to distributions or allocations to any
Holder, the amount withheld shall be deemed to be a Distribution 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:

                                      -47-
<PAGE>

                           (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 Debentures as "Tier 1 Capital" for
                           purposes of the capital adequacy guidelines of the
                           Federal Reserve.

                  (c)      Except as provided in Section 11.1(d), (e) or (g), no
amendment shall be made, and any such purported amendment shall be void 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

                                      -48-
<PAGE>

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)      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.

         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 10% in liquidation amount of such class of Securities. Such
direction shall be given by delivering to the

                                      -49-
<PAGE>

Administrators one or more calls in a writing stating that the signing Holders
of the Securities wish to call a meeting and indicating the general or specific
purpose for which the meeting is to be called. Any Holders of the Securities
calling a meeting shall specify in writing the Certificates held by the Holders
of the Securities exercising the right to call a meeting and only those
Securities represented by such Certificates shall be counted for purposes of
determining whether the required percentage set forth in the second sentence of
this paragraph has been met.

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

                           (i)      notice of any such meeting shall be given to
                  all the Holders of the Securities having a right to vote
                  thereat at least 7 days and not more than 60 days before the
                  date of such meeting. Whenever a vote, consent or approval of
                  the Holders of the Securities is permitted or required under
                  this Declaration 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

                                      -50-
<PAGE>

                  purpose of any meeting at which any matter is to be voted on
                  by any Holders of the Securities, waiver of any such notice,
                  action by consent without a meeting, the establishment of a
                  record date, quorum requirements, voting in person or by proxy
                  or any other matter with respect to the exercise of any such
                  right to vote; provided, however, that each meeting shall be
                  conducted in the United States (as that term is defined in
                  Treasury Regulations Section 301.7701-7).

                                  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
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 Delaware 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.

                                      -51-
<PAGE>

         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
is duly organized, validly existing and in good standing under the laws of the
State of Delaware;

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

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

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

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

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

                                  ARTICLE XIII
                                  MISCELLANEOUS

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

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

                                      -52-
<PAGE>

                           CVB Statutory Trust II
                           c/o CVB Financial Corporation
                           701 N. Haven Avenue, Suite 350
                           Ontario, CA 91764
                           Attention: Ed Biebrich
                           Telecopy: (909) 481-2120
                           Telephone: (909) 481-2149

                  (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):

                           Wells Fargo Delaware Trust Company
                           919 Market Street Suite 700
                           Wilmington, DE 19801
                           Attention: Corporate Trust Division
                           Telecopy: 302-575-2006
                           Telephone: 302-575-2005

                  (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):

                           Wells Fargo Bank, National Association
                           919 Market Street Suite 700
                           Wilmington, DE 19801
                           Attention: Corporate Trust Division
                           Telecopy: 302-575-2006
                           Telephone: 302-575-2005

                  (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):

                           CVB Financial Corporation
                           701 N. Haven Avenue, Suite 350
                           Ontario, CA 91764
                           Attention: Ed Biebrich
                           Telecopy: (909) 481-2120
                           Telephone: (909) 481-2149

                  (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

                                      -53-
<PAGE>

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)      Each of the parties hereto agrees that any suit,
action or proceeding arising out of or based upon this Declaration, or the
transactions contemplated hereby, may be instituted in any of the courts of the
State of New York the United States District Courts and in each case located in
the Borough of Manhattan, City and State of New York, and further agrees to
submit to the jurisdiction of Delaware, and to any actions that are instituted
in state or Federal court in Wilmington, Delaware and any competent court in the
place of its corporate domicile in respect of actions brought against it as a
defendant. In addition, each such party irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of such suit, action or proceeding brought in any such court
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum and
irrevocably waives any right to which it may be entitled on account of its place
of corporate domicile. Each such party hereby irrevocably waives any and all
right to trial by jury in any legal proceeding arising out of or relating to
this Declaration or the transactions contemplated hereby. Each such party agrees
that final judgment in any proceedings brought in such a court shall be
conclusive and binding upon it and may be enforced in any court to the
jurisdiction of which it is subject by a suit upon such judgment.

                  (b)      Each of the Sponsor, 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

                                      -54-
<PAGE>

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.

                                      -55-
<PAGE>

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

                           WELLS FARGO DELAWARE TRUST
                             COMPANY,
                             as Delaware Trustee

                           By: /s/ Edward L. Truitt, Jr.
                           -------------------------------------
                           Edward L. Truitt, Jr.
                           Vice President

                           WELLS FARGO BANK, NATIONAL
                             ASSOCIATION,
                             as Institutional Trustee

                           By: /s/ Edward L. Truitt, Jr.
                               -------------------------------------
                           Edward L. Truitt, Jr.
                           Vice President

                           CVB Financial Corporation
                                   as Sponsor

                           By: /s/ Edward J. Biebrich Jr.
                               -------------------------------------
                           Edward J. Biebrich Jr.
                           Executive Vice President/Chief Financial Officer

                           By: /s/ Edward J. Biebrich Jr.
                               -------------------------------------
                           Edward J. Biebrich Jr.
                           Administrator

                           By: /s/ John P. Lang.
                               -------------------------------------
                           John P. Lang
                           Administrator

                                      -56-
<PAGE>

                                      -57-
<PAGE>

                                     ANNEX I

                                    TERMS OF
                                TP SECURITIES AND
                                COMMON SECURITIES

         Pursuant to Section 6.1 of the Restated Declaration of Trust, dated as
of December 15, 2003 (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. 40,000 Capital Securities of CVB Statutory
Trust II (the "Trust"), with an aggregate stated liquidation amount with respect
to the assets of the Trust of Forty Million Dollars ($40,000,000) 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. 1,238 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 Two Hundred Thirty Eight Thousand Dollars
($1,238,000) 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 fixed
rate of 6.46% (the "Fixed Rate") per annum from December 15, 2003 until January
7, 2009 (the "Fixed Rate Period") and thereafter at a variable per annum rate of
interest, reset quarterly, equal to LIBOR, as determined on the LIBOR
Determination Date, plus 2.85% (the "Variable Rate"), of the stated liquidation
amount of $1,000 per Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. 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 (defined to include the Fixed Rate and Variable Rate, as
applicable) 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

                                      A-I-1

<PAGE>

funds legally available in the Property Account therefor. During the Fixed Rate
Period, 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 of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. Upon expiration of the Fixed Rate Period, distributions will be computed
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.

         (b) Upon expiration of the Fixed Rate Period, 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 15,
                  April 15, July 15 and October 15 commencing January 15, 2009
                  (each such day, a "LIBOR Determination Date"), LIBOR shall
                  equal the rate, as obtained by the Calculation Agent for
                  three-month U.S. Dollar deposits in Europe, which appears on
                  Telerate Page 3750 (as defined in the International Swaps and
                  Derivatives Association, Inc. 1991 Interest Rate and Currency
                  Exchange Definitions) or such other page as may replace such
                  Telerate Page 3750, as of 11:00 a.m. (London time) on such
                  LIBOR Determination Date, as reported by Bloomberg Financial
                  Markets Commodities News. "LIBOR Business Day" means any day
                  that is not a Saturday, Sunday or other day on which
                  commercial banking institutions in New York, New York or
                  Wilmington, Delaware are authorized or obligated by law or
                  executive order to be closed. If such rate is superseded on
                  Telerate Page 3750 by a corrected 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 LIBOR Determination Date.

                           (2) If, on any LIBOR Determination Date, such rate
                  does not appear on Telerate Page 3750 as reported by Bloomberg
                  Financial Markets Commodities News or such other page as may
                  replace such Telerate Page 3750, the Calculation Agent shall
                  determine the arithmetic mean of the offered quotations of the
                  Reference Banks (as defined below) to leading banks in the
                  London Interbank market 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

                                      A-I-2

<PAGE>


             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 shall be LIBOR in effect on the previous LIBOR
             Determination Date (whether or not LIBOR for such period was in
             fact determined on such LIBOR Determination Date).

         (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 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 7, April 7, July 7 and October 7 of each year, commencing January 7,
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 payment period for up to 20 consecutive quarterly periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions described below, during which Extension Period no interest
shall be due and payable (except any Additional Interest that may be due and
payable). During any 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 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

                                      A-I-3

<PAGE>

liquidation payment with respect to, any of the Debenture Issuer's capital stock
or (ii) make any payment due 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 (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 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 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 payment dates. 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

                                      A-I-4

<PAGE>

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 date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such payment
date.

         (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
the Board of Governors of the Federal Reserve System (the "Federal Reserve"),
and any successor federal agency that is primarily responsible for regulating
the activities of the Sponsor (the "Federal Reserve"), if the Sponsor is a bank
holding company, or from the Office of Thrift Supervision and any successor
federal agency that is primarily responsible for regulating the activities of
the Sponsor, (the "OTS") if the Sponsor is a savings and loan holding company,
in either case if then required under applicable capital guidelines or policies
of the Federal Reserve or OTS, as applicable, and, after satisfaction of
liabilities to creditors of the Trust, cause the Debentures to be distributed to
the Holders of the Securities on a Pro Rata basis in accordance with the
aggregate stated liquidation amount thereof.

         The Trust shall dissolve on the first to occur of (i) January 7, 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 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

                                      A-I-5

<PAGE>

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 described above, (v) the entry of a decree of a judicial
dissolution of the Sponsor or the Trust, or (vi) when all of the Securities
shall have been called for redemption and the amounts necessary 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-6

<PAGE>

         4. Redemption and Distribution.

         (a) The Debentures will mature on January 7, 2034. The Debentures may
be redeemed by the Debenture Issuer, in whole or in part, on any January 7,
April 7, July 7 or October 7 on or after January 7, 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 but not in part, at any time within 90
days following the occurrence of such Tax Event, Investment Company Event or
Capital Treatment Event, as the case 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 the Federal Reserve,
if then required under applicable capital guidelines or policies of the Federal
Reserve.

         "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 Company and the
Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of any amendment

                                      A-I-7

<PAGE>

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 hereof,
there is more than an insubstantial risk that within 90 days of the receipt of
such opinion, the aggregate Liquidation Amount of the Capital Securities will
not be eligible to be treated by the Company 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
bank holding companies), as then in effect and applicable to the Company;
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, may now or hereafter accord Tier 1 Capital treatment in excess
of the amount which may now or hereafter qualify for treatment as Tier 1 Capital
under applicable capital adequacy guidelines; provided further, however, that
the distribution of 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.

         "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 or, in the case of a redemption due to the occurrence of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after January 7, 2009.

         "Special Redemption Price" means (1) if the Special Redemption Date is
before January 7, 2009, One Hundred Seven and One Half Percent (105%) of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption and (2) if the Special Redemption Date is on or
after January 7, 2009, the Redemption Price for such Special Redemption Date.

         "Redemption Date" means the date fixed for the redemption of Capital
Securities, which shall be any January 7, April 7, July 7 or October 7 on or
after January 7, 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).

                                      A-I-8

<PAGE>

         (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.

                           (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
                  therefor, 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 therefor, 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

                                      A-I-9

<PAGE>



                  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), but
                  without interest on such Redemption Price. If any date fixed
                  for redemption of Securities is not a Business Day, then
                  payment of any such Redemption Price payable on such date will
                  be made on the next succeeding day that is a Business Day
                  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 any
                  time and from time to time purchase outstanding Capital
                  Securities by tender, in the open market or by private
                  agreement.

         5. Voting Rights - Capital Securities.

         (a)      Except as provided under Sections 5(b) and 7 and 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 10% in liquidation amount of the Capital
                  Securities.

         (b)      Subject to the requirements of obtaining a tax opinion by the
                  Institutional Trustee in certain circumstances set forth in
                  the last sentence of this paragraph, the Holders of a Majority
                  in liquidation amount of the Capital Securities, voting
                  separately as a class, have the right to

                                     A-I-10

<PAGE>

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

                                     A-I-11

<PAGE>

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 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 6.7 of the Declaration and only after each Event
of Default (if any) with respect to the Capital Securities has been cured,
waived or otherwise eliminated and subject to the requirements of the second to
last sentence of this paragraph, the Holders of a Majority in liquidation amount
of the Common Securities, voting separately as a class, may direct the time,
method, and place of conducting any proceeding for any remedy available to the

                                     A-I-12

<PAGE>

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 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

                                     A-I-13

<PAGE>

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.

         (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.

                                     A-I-14

<PAGE>

         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 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 the full amount of such Redemption Price on all outstanding
Capital Securities then called for redemption, shall have been made or provided
for, and all funds 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 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-15
<PAGE>

                                                                    Exhibit 4.15

                                   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 CVB STATUTORY TRUST II 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

                                      A-I-1

<PAGE>

                                                                    Exhibit 4.15

"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 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

                                      A-I-2

<PAGE>

                                                                    Exhibit 4.15

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-I-3
<PAGE>

Certificate Number [P-001]                   Number of Capital Securities 40,000

                    Certificate Evidencing Capital Securities

                                       of

                             CVB Statutory Trust II

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

         CVB Statutory Trust II, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder"), as nominee on behalf of The Depository Trust Company (the "Holder"),
is the registered owner of 40,000 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 December 15, 2003 (the
"Declaration"), among Edward J. Biebrich, Jr. and John Lang, as Administrators,
Wells Fargo Delaware Trust Company, as Delaware Trustee, Wells Fargo Bank,
National Association, as Institutional Trustee, CVB Financial Corporation, 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. 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-I-4

<PAGE>

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

                                          CVB Statutory Trust II

                                          By: /s/ Edward J. Biebrich Jr.
                                             -----------------------------------
                                          Edward J. Biebrich Jr.
                                          Administrator

                                 Dated: December 17, 2003

                          CERTIFICATE OF AUTHENTICATION

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

                                          WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION,
                                          not in its individual capacity but
                                          solely as the Institutional Trustee

                                          By:/s/ Edward L. Truitt, Jr.
                                             -----------------------------------
                                          Edward L. Truitt, Jr.
                                          Vice President

                                               Dated December 17, 2003

                                      A-I-5

<PAGE>

                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Capital Security will be payable at a
fixed rate of 6.46% (the "Fixed Rate") per annum from December 15, 2003 until
January 7, 2009 (the "Fixed Rate Period") and thereafter at a variable per annum
rate of interest, reset quarterly, equal to LIBOR (as defined in the
Declaration) plus 2.85% (the "Variable Rate") of the stated liquidation amount
of $1,000 per Capital Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. 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 (defined to include the Fixed Rate and Variable Rate, as
applicable) 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. During the Fixed Rate
Period, 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 of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. Upon expiration of the Fixed Rate Period, distributions will be computed
on the basis of a 360-day year and the actual number of days elapsed in the
relevant Distribution period.

         Except as otherwise described below, Distributions on the Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears on January 7], April 7, July 7 and
October 7 of each year, commencing on January 7, 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 payment period for up to 20 consecutive quarterly periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions described below, during which Extension Period no interest
shall be due and payable (except any Additional Interest that may be due and
payable). During any 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

                                      A-I-6

<PAGE>

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.

                                      A-I-7

<PAGE>

                                   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.

                                     A-I-8
<PAGE>

                                                                    Exhibit 4.16

                                   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.

                                      A-2-1

<PAGE>

Certificate Number [C-001]                     Number of Common Securities 1,238

                    Certificate Evidencing Common Securities
                                       of
                             CVB Statutory Trust II

         CVB Statutory Trust II, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the "Holder")
is the registered owner of 1,238 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 December 15,
2003 (the "Declaration"), among Edward J. Biebrich, Jr. and John Lang, as
Administrators, Wells Fargo Delaware Trust Company, as Delaware Trustee, Wells
Fargo Bank, National Association, 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. 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.

                                      A-2-2

<PAGE>

         IN WITNESS WHEREOF, the Trust has executed this certificate December
15, 2003.

                                          CVB Statutory Trust II

                                          By: /s/ Edward J. Biebrich Jr.
                                              ----------------------------------
                                          Edward J. Biebrich Jr.
                                          Administrator

                                      A-2-3

<PAGE>

                          [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
fixed rate of 6.46% (the "Fixed Rate") per annum from December 15, 2003 until
January 7, 2009 (the "Fixed Rate Period") and thereafter at a variable per annum
rate of interest, reset quarterly, equal to LIBOR (as defined in the
Declaration) plus 2.85% (the "Variable Rate") of the stated liquidation amount
of $1,000 per Capital Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. 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 (defined to include the Fixed Rate and Variable Rate, as
applicable) 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. During the Fixed Rate
Period, the amount of Distributions payable for any period will be computed for
any quarterly Distribution period on the basis of a 360-day year of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. Upon expiration of the Fixed Rate Period, the amount of distributions
payable for any quarterly Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution period.

         Except as otherwise described below, Distributions on the Common
Securities will be cumulative, will accrue from the date of original issuance
and will be payable quarterly in arrears on January 7, April 7, July 7 and
October 7 of each year, commencing on January 7, 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 payment period for up to 20 consecutive quarterly periods (each, an
"Extension Period") at any time and from time to time on the Debentures, subject
to the conditions described below, during which Extension Period no interest
shall be due and payable (except any Additional Interest that may be due and
payable). During any 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

                                      A-2-4

<PAGE>

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 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-2-5

<PAGE>

                                   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.

                                       C-1