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                                                                     EXHIBIT 4.5

                                                                       EXHIBIT D

This Capital Security is a Global Certificate within the meaning of the Trust
Agreement hereinafter referred to and is registered in the name of The
Depository Trust Company (the "Depository") or a nominee of the Depository. This
Capital Security is exchangeable for Capital Securities registered in the name
of a person other than the Depository or its nominee only in the limited
circumstances described in the Trust Agreement and no transfer of this Capital
Security (other than a transfer of this Capital Security as a whole by the
Depository to a nominee of the Depository or by a nominee of the Depository to
the Depository or another nominee of the Depository or by the Depository or any
such nominee to a successor depository or to a nominee of such successor
depository) may be registered except in limited circumstances.

Unless this Capital Security is presented by an authorized representative of the
Depository (55 Water Street, New York) to DOWNEY FINANCIAL CAPITAL TRUST II or
its agent for registration of transfer, exchange or payment, and any Capital
Security issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of the Depository and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.

Certificate Number  S-001                  Number of Capital Securities ________



                            CUSIP NO. _____________

                                  ----------

                   Certificate Evidencing Capital Securities

                                      of

                       Downey Financial CAPITAL TRUST II

                            __% Capital Securities,
                 (liquidation amount $__ per Capital Security)

     DOWNEY FINANCIAL CAPITAL TRUST II, a statutory business trust formed under
the laws of the State of Delaware (the "Trust"), hereby certifies that Cede & Co
(the "Holder") is the registered owner of ___________________________________
(_________) Capital Securities of the Trust representing an undivided beneficial
interest in the assets of the Trust and designated the DOWNEY FINANCIAL CAPITAL
TRUST II __% Capital Securities (liquidation amount $__ per Capital Security)
(the "Capital Securities"). 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 as
provided in Section 5.4 of the Trust Agreement (as defined below). The
designations, rights, privileges,

                                      D-1
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restrictions, preferences and other terms and provisions of the Capital
Securities are set forth in, and this certificate and the Capital Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Trust Agreement of the Trust dated
as of _________ __, 200_, as the same may be amended from time to time (the
"Trust Agreement") including the designation of the terms of Capital Securities
as set forth therein. Capitalized or otherwise defined terms used but not
otherwise defined herein shall have the respective meanings given them in the
Trust Agreement. The Holder is entitled to the benefits of the Guarantee
Agreement entered into by Downey Financial Corp., a California corporation, and
Wilmington Trust Company, as guarantee trustee, dated as of ________ __, 200_,
(the "Guarantee"), to the extent provided therein. The Trust will furnish a copy
of the Trust Agreement and the Guarantee to the Holder without charge upon
written request to the Trust at its principal place of business or registered
office.

     Upon receipt of this certificate, the Holder is bound by the Trust
Agreement and is entitled to the benefits thereunder.

     IN WITNESS WHEREOF, an Administrative Trustee of the Trust has executed
this certificate this ____ day of ________, 200_.


                                    DOWNEY FINANCIAL CAPITAL TRUST II



                                    By:___________________________________
                                       Thomas E. Prince, Administrative Trustee

                                      D-2
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                                  ASSIGNMENT

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


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


                   (Insert address and zip code of assignee)

and irrevocably appoints




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

Date: __________________________________

Signature: _____________________________________________________________________

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

(S)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
SEC Rule 17Ad-15.