JUNIOR
      SUBORDINATED INDENTURE
              
              between
              
              TEMECULA
      VALLEY BANCORP INC.
              
              
              and
              
              
              WILMINGTON
      TRUST COMPANY,
              as
      Trustee
              
              
              _____________________
              Dated
      as of January 17, 2008
              _____________________











TABLE
OF CONTENTS


PageARTICLE
      I Definitions and Other Provisions of General Application
                1SECTION
                1.1.
                Definitions.
                1SECTION
                1.2.
                CCompliance
      Certificate and Opinions.
                9SECTION
                1.3.
                Forms
      of Documents Delivered to Trustee.
                10SECTION
                1.4.
                Acts
      of Holders.
                11SECTION
                1.5.
                Notices,
      Etc.
                12SECTION
                1.6.
                Notice
      to Holders; Waiver.
                13SECTION
                1.7.
                Effect
      of Headings and Table of Contents.
                13SECTION
                1.8.
                Successors
      and Assigns.
                13SECTION
                1.9.
                Separability
      Clause.
                13SECTION
                1.10.
                Benefits
      of Indenture.
                13SECTION
                1.11
                Agreement
      Not to Petition
                13SECTION
                1.12
                Governing
      Law
                14SECTION
                1.13
                Submission
      to Jurisdiction
                14SECTION
                1.14
                Non-Business
      Days
                14ARTICLE
      II Security Forms
                15SECTION
                2.1.
                Form
      of Security.
                15SECTION
                2.2.
                Restricted
      Legend.
                19SECTION
                2.3.
                Form
      of Trustee’s Certificate of Authentication.
                21SECTION
                2.4.
                Temporary
      Securities.
                21SECTION
                2.5.
                Definitive
      Securities.
                21ARTICLE
      III The Securities
                21SECTION
                3.1.
                Payment
      of Principal and Interest.
                21SECTION
                3.2.
                Denominations.
                23SECTION
                3.3.
                Execution,
      Authentication, Delivery and Dating.
                23SECTION
                3.4.
                Global
      Securities.
                24SECTION
                3.5.
                Registration,
      Transfer and Exchange Generally.
                26SECTION
                3.6.
                Mutilated,
      Destroyed, Lost and Stolen Securities.
                27SECTION
                3.7.
                Persons
      Deemed Owners.
                27SECTION
                3.8.
                Cancellation.
                27SECTION
                3.9.
                Deferrals
      of Interest Payment Dates.
                28SECTION
                3.10.
                Right
      of Set-Off.
                28SECTION
                3.11.
                Agreed
      Tax Treatment.
                29SECTION
                3.12.
                CUSIP
      Numbers.
                29ARTICLE
      IV Satisfaction and Discharge
                29SECTION
                4.1.
                Satisfaction
      and Discharge of Indenture.
                29SECTION
                4.2.
                Application
      of Trust Money.
                30ARTICLE
      V Remedies
                
                30SECTION
                5.1.
                Events
      of Default.
                30SECTION
                5.2.
                Acceleration
      of Maturity; Rescission and Annulment.
                32SECTION
                5.3.
                Collection
      of Indebtedness and Suits for Enforcement by Trustee.
                33SECTION
                5.4.
                Trustee
      May File Proofs of Claim.
                33SECTION
                5.5.
                Trustee
      May Enforce Claim Without Possession of Securities.
                33
  i
  SECTION
                5.6.
                Application
      of Money Collected.
                34SECTION
                5.7.
                Limitation
      on Suits.
                34SECTION
                5.8.
                Unconditional
      Right of Holders to Receive Principal, Premium and Interest; Direct Action
      by Holders of Preferred Securities.
                35SECTION
                5.9.
                Restoration
      of Rights and Remedies.
                35SECTION
                5.10.
                Rights
      and Remedies Cumulative.
                35SECTION
                5.11.
                Delay
      or Omission Not Waiver.
                35SECTION
                5.12.
                Control
      by Holders.
                36SECTION
                5.13.
                Waiver
      of Past Defaults.
                36SECTION
                5.14.
                Undertaking
      for Costs.
                36SECTION
                5.15.
                Waiver
      of Usury, Stay or Extension Laws.
                37ARTICLE
      VI The Trustee
                37SECTION
                6.1.
                Corporate
      Trustee Required.
                37SECTION
                6.2.
                Representations
      and Warranties of the Trustee.
                37SECTION
                6.3.
                Certain
      Duties and Responsibilities.
                38SECTION
                6.4.
                Notice
      of Defaults.
                39SECTION
                6.5.
                Certain
      Rights of Trustee.
                40SECTION
                6.6.
                May
      Hold Securities.
                41SECTION
                6.7.
                Compensation;
      Reimbursement; Indemnity.
                41SECTION
                6.8.
                Resignation
      and Removal; Appointment of Successor.
                42SECTION
                6.9.
                Acceptance
      of Appointment by Successor.
                43SECTION
                6.10.
                Merger,
      Conversion, Consolidation or Succession to Business.
                43SECTION
                6.11.
                Not
      Responsible for Recitals or Issuance of Securities.
                44SECTION
                6.12.
                Appointment
      of Authenticating Agent.
                44ARTICLE
      VII Holders' Lists and Reports by Trustee and Company
                45SECTION
                7.1.
                Company
      to Furnish Trustee Names and Addresses of Holders.
                45SECTION
                7.2.
                Preservation
      of Information, Communications to Holders.
                45SECTION
                7.3.
                Reports
      by Company and Trustee.
                46ARTICLE
      VIII Consolidation, Merger, Conveyance, Transfer or Lease
                46SECTION
                8.1.
                Company
      May Consolidate, Etc., Only on Certain Terms.
                46SECTION
                8.2.
                Successor
      Company Substituted.
                47ARTICLE
      IX Supplemental Indentures
                48SECTION
                9.1.
                Supplemental
      Indentures without Consent of Holders.
                48SECTION
                9.2.
                Supplemental
      Indentures with Consent of Holders.
                48SECTION
                9.3.
                Execution
      of Supplemental Indentures.
                49SECTION
                9.4.
                Effect
      of Supplemental Indentures.
                49SECTION
                9.5.
                Reference
      in Securities to Supplemental Indentures.
                49ARTICLE
      X Convenants
                50SECTION
                10.1.
                Payment
      of Principal, Premium and Interest.
                50SECTION
                10.2.
                Money
      for Security Payments to be Held in Trust.
                50SECTION
                10.3.
                Statement
      as to Compliance.
                51SECTION
                10.4.
                [Section
      Intentionally Left Blank].
                51SECTION
                10.5.
                Additional
      Tax Sums.
                51SECTION
                10.6.
                Additional
      Covenants.
                51SECTION
                10.7.
                Waiver
      of Covenants.
                52SECTION
                10.8.
                Treatment
      of Securities.
                52
  ii
  ARTICLE
      XI Redemption of Securities
                53SECTION
                11.1.
                Optional
      Redemption.
                53SECTION
                11.2.
                Special
      Event Redemption.
                53SECTION
                11.3.
                Election
      to Redeem; Notice to Trustee.
                53SECTION
                11.4.
                Selection
      of Securities to be Redeemed.
                53SECTION
                11.5.
                Notice
      of Redemption.
                54SECTION
                11.6.
                Deposit
      of Redemption Price.
                54SECTION
                11.7.
                Payment
      of Securities Called for Redemption.
                55ARTICLE
      XII Subordination of Securities
                55SECTION
                12.1.
                Securities
      Subordinate to Senior Debt.
                55SECTION
                12.2.
                No
      Payment When Senior Debt in Default; Payment Over of Proceeds Upon
      Dissolution, Etc.
                55SECTION
                12.3.
                Payment
      Permitted If No Default and In Certain Circumstances.
                57SECTION
                12.4.
                Subrogation
      to Rights of Holders of Senior Debt.
                57SECTION
                12.5.
                Provisions
      Solely to Define Relative Rights.
                57SECTION
                12.6.
                Trustee
      to Effectuate Subordination.
                58SECTION
                12.7.
                No
      Waiver of Subordination Provisions.
                58SECTION
                12.8.
                Notice
      to Trustee.
                58SECTION
                12.9.
                Reliance
      on Judicial Order or Certificate of Liquidating Agent.
                59SECTION
                12.10.
                Trustee
      Not Fiduciary for Holders of Senior Debt.
                59SECTION
                12.11.
                Rights
      of Trustee as Holder of Senior Debt; Preservation of Trustee’s
      Rights.
                59SECTION
                12.12.
                Article
      Applicable to Paying Agents.
                59SECTION
                12.13.
                Agreement
      Not to Petition.
                60SCHEDULESExhibit
                A
                Form
      of Financial Officer's CertificateExhibit
                B
                Form
      of Officer's Certificate pursuant to Section 10.3
  iii


Junior Subordinated Indenture, dated as of January 17, 2008,
between Temecula Valley Bancorp Inc., a California corporation (the “Company”), and Wilmington
Trust Company, a Delaware banking corporation, as Trustee (in such capacity, the
“Trustee”).




Recitals
of the Company




Whereas,
the Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance of its unsecured junior subordinated deferrable
interest notes (the “Securities”) issued to
evidence loans made to the Company of the proceeds from the issuance by Temecula
Valley Statutory Trust VI, a Delaware statutory trust (the “Trust”), of undivided
preferred beneficial interests in the assets of the Trust (the “Preferred Securities”) and
undivided common beneficial interests in the assets of the Trust (the “Common Securities” and,
collectively with the Preferred Securities, the “Trust Securities”), and to
provide the terms and conditions upon which the Securities are to be
authenticated, issued and delivered; and




Whereas,
all things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.




Now,
therefore, this Indenture Witnesseth:




For and
in consideration of the premises and the purchase of the Securities by the
Holders thereof, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders of the Securities, as follows:




ARTICLE
I









Definitions
and Other Provisions of General Application




SECTION
1.1.  Definitions.




For all
purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:




(a)  the terms
defined in this Article I have the
meanings assigned to them in this Article
I;




(b)  the words
“include,” “includes” and “including” shall be deemed to be followed by the
phrase “without limitation;”




(c)  all
accounting terms not otherwise defined herein have the meanings assigned to them
in accordance with GAAP;




(d)  unless
the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this
Indenture;




(e)  the words
“hereby,” “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision;




(f)  a
reference to the singular includes the plural and vice versa; and


1


(g)  the
masculine, feminine or neuter genders used herein shall include the masculine,
feminine and neuter genders.




“Act” when used with respect
to any Holder, has the meaning specified in Section
1.4.




“Additional Tax Sums” has the
meaning specified in Section
10.5.




“Additional Taxes” means
taxes, duties or other governmental charges imposed on the Trust as a result of
a Tax Event (which, for the sake of clarity, does not include amounts required
to be deducted or withheld by the Trust from payments made by the Trust to or
for the benefit of the Holder of, or any Person that acquires a beneficial
interest in, the Securities).




“Administrative Trustee”
means, with respect to the Trust, a Person identified as an “Administrative
Trustee” in the Trust Agreement, solely in its capacity as Administrative
Trustee of the Trust under the Trust Agreement and not in its individual
capacity, or its successor in interest in such capacity, or any successor
Administrative Trustee appointed as therein provided.




“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person. For
the purposes of this definition, “control,” when used with respect to any
specified Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.




“Applicable Depositary
Procedures” means, with respect to any transfer or transaction involving
a Global Security or beneficial interest therein, the rules and procedures of
the Depositary for such Security, in each case to the extent applicable to such
transaction and as in effect from time to time.




“Authenticating Agent” means
any Person authorized by the Trustee pursuant to Section 6.11 to act
on behalf of the Trustee to authenticate the Securities.




“Bankruptcy Code” means Title
11 of the United States Code or any successor statute thereto, in each case as
amended from time to time.




“Board of Directors” means the
board of directors of the Company or any duly authorized committee of that
board.




“Board Resolution” means a
copy of a resolution certified by the Secretary or an Assistant Secretary of the
Company to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification.




“Business Day” means any day
other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in
the City of San Diego are authorized or required by law or executive order to
remain closed or (iii) a day on which the Corporate Trust Office of the Trustee
is closed for business.




“Capital Disqualification
Event” means the receipt by the Company of an Opinion of Counsel
experienced in such matters that, as a result of an amendment to or a change in
law, rule or regulation (including any announced prospective change) or a change
in interpretation or application of law, rule or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an
insubstantial risk that within ninety (90) days of the date of such opinion, the
aggregate liquidation amount of the Preferred Securities will not be eligible to
be treated by the Company as “Tier 1 Capital” (or the then equivalent) for
purposes of the capital adequacy guidelines of the Federal Reserve or other


2


“appropriate
Federal banking agency” as such term is defined in 12 U.S.C. 1813(q), which
amendment, change or prospective change becomes effective or would become
effective, as the case may be, on or after the date of issuance of the
Securities; provided,
however, that the inability of the Company to treat all or any portion of
the liquidation amount of the Preferred Securities as Tier 1 Capital shall not
constitute the basis for a Capital Disqualification Event if such inability
results from the Company having such Preferred Securities outstanding in an
amount that for any reason is in excess of the amount which may now or hereafter
qualify for treatment as Tier 1 Capital under applicable capital adequacy
guidelines. By way of example, the inability of the Company to treat all or any
portion of the liquidation amount of the Preferred Securities as Tier 1 Capital
as a result of the Final Rule on Risk-Based Capital Standards: Trust Preferred
Securities and the Definition of Capital, adopted on March 1, 2005, by the
Federal Reserve, shall not constitute the basis for a Capital Disqualification
Event.




“Common Securities” has the
meaning specified in the first recital of this Indenture.




“Common Stock” means the
common stock, no par value, of the Company.




“Company” means the Person
named as the “Company”
in the first paragraph of this Indenture until a successor corporation shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter “Company”
shall mean such successor corporation.




“Company Request” and “Company Order” mean,
respectively, the written request or order signed in the name of the Company by
its Chairman of the Board of Directors, its Vice Chairman of the Board of
Directors, its Chief Executive Officer, President or a Vice President, and by
its Chief Financial Officer, Treasurer, an Assistant Treasurer, its Secretary or
an Assistant Secretary, and delivered to the Trustee.




“Corporate Trust Office” means
the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered, which office at the date of this
Indenture is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Capital
Markets.




“Debt” means, with respect to
any Person, whether recourse is to all or a portion of the assets of such
Person, whether currently existing or hereafter incurred and whether or not
contingent and without duplication, (i) every obligation of such Person for
money borrowed; (ii) every obligation of such Person evidenced by bonds,
debentures, notes or other similar instruments, including obligations incurred
in connection with the acquisition of property, assets or businesses; (iii)
every reimbursement obligation of such Person with respect to letters of credit,
bankers’ acceptances or similar facilities issued for the account of such
Person; (iv) every obligation of such Person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts payable or
other accrued liabilities arising in the ordinary course of business); (v) every
capital lease obligation of such Person; (vi) all indebtedness of such Person,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products, including interest rate,
foreign exchange rate and commodity forward contracts, options and swaps and
similar arrangements; (vii) every obligation of the type referred to in clauses
(i) through (vi) of another Person and all dividends of another Person the
payment of which, in either case, such Person has guaranteed or is responsible
or liable for, directly or indirectly, as obligor or otherwise; and (viii) any
renewals, extensions, refundings, amendments or modifications of any obligation
of the type referred to in clauses (i) through (vii).




“Defaulted Interest” has the
meaning specified in Section
3.1.


3




“Delaware Trustee” means, with
respect to the Trust, the Person identified as the “Delaware Trustee” in the
Trust Agreement, solely in its capacity as Delaware Trustee of the Trust under
the Trust Agreement and not in its individual capacity, or its successor in
interest in such capacity, or any successor Delaware Trustee appointed as
therein provided.




“Depositary” means an
organization registered as a clearing agency under the Exchange Act that is
designated as Depositary by the Company 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 a Depositary effects book-entry transfers and pledges of
securities deposited with the Depositary.




“Distributions” means amounts
payable in respect of the Trust Securities as provided in the Trust Agreement
and referred to therein as “Distributions.”




“$” means
the currency of the United States of America that, as at the time of payment, is
legal tender for the payment of public and private debts.




“DTC” means The Depository
Trust Company, a New York corporation.




“Equity Interests” means any
of (a) the partnership interests (general or limited) in a partnership, (b) the
membership interests in a limited liability company or (c) the shares or stock
interests (both common stock and preferred stock) in a corporation.




“Event of Default” has the
meaning specified in Section
5.1.




“Exchange Act” means the
Securities Exchange Act of 1934 or any statute successor thereto, in each case
as amended from time to time.




“Expiration Date” has the
meaning specified in Section
1.4.




“Extension Period” has the
meaning specified in Section
3.9.




“Federal Reserve” means the
Board of Governors of the Federal Reserve System, the staff thereof, or a
Federal Reserve Bank, acting through delegated authority, in each case under the
rules, regulations and policies of the Federal Reserve System, or if at any time
after the execution of this Indenture any such entity is not existing and
performing the duties now assigned to it, any successor body performing similar
duties or functions.




“GAAP” means United States
generally accepted accounting principles, consistently applied, from time to
time in effect.




“Global Security” means a
Security that evidences all or part of the Securities, the ownership and
transfers of which shall be made through book entries by a
Depositary.




“Government Obligation” means
(a) any security that is (i) a direct obligation of the United States of America
of which the full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America or the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (b) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any Government Obligation that is specified in


4


clause
(a) above and held by such bank for the account of the holder of such depositary
receipt, or with respect to any specific payment of principal of or interest on
any Government Obligation that is so specified and held, provided, that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the Government Obligation or the specific payment
of principal or interest evidenced by such depositary receipt.




“Guarantee Agreement” means
the Guarantee Agreement executed by the Company and Wilmington Trust Company, as
Guarantee Trustee, contemporaneously with the execution and delivery of this
Indenture, for the benefit of the holders of the Preferred Securities, as
modified, amended or supplemented from time to time.




“Holder” means a Person in
whose name a Security is registered in the Securities Register.




“Increased Interest” means the
interest, if any, that shall accrue on any amounts payable on the Securities,
the payment of which has not been made on the applicable Interest Payment Date
and which shall accrue at the rate per annum, equal to 10%.




“Indenture” means this
instrument as originally executed or as it may from time to time be amended or
supplemented by one or more amendments or indentures supplemental hereto entered
into pursuant to the applicable provisions hereof.




“Interest Payment Date” means
March 30th, June
30th,
September 30th and
December 30th of each
year, commencing on March 30, 2008, during the term of this
Indenture.




“Investment Company Act” means
the Investment Company Act of 1940 or any successor statute thereto, in each
case as amended from time to time.




“Investment Company Event”
means the receipt by the Company of an Opinion of Counsel experienced in such
matters to the effect that, as a result of the occurrence of a change in law or
regulation (including any announced prospective change) or a 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 ninety (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 issuance of the Securities.




“Liquidation Amount” has the
meaning specified in the Trust Agreement.




“Maturity” when used with
respect to any Security, means the date on which the principal of such Security
or any installment of principal becomes due and payable as therein or herein
provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption or otherwise.




“Major Bank Subsidiary” means
any subsidiary of the Company that is a “major bank subsidiary” as such term is
used in the Adopting Release accompanying the Final Rule on Risk-Based Capital
Standards: Trust Preferred Securities and the Definition of Capital, adopted on
March 1, 2005, by the Federal Reserve, and as such term may subsequently be
defined or interpreted in any rule, regulation, written interpretation or other
public issuance of the Federal Reserve.  For purposes of this
definition, any “depository institution” subsidiary of the Company within the
meaning of Section 3(c) of the Federal Deposit Insurance Act that would be
considered a Major Bank Subsidiary except for the fact that such subsidiary is
not a “bank” within the meaning of Section 3(a) of the Bank Holding Company Act
of 1956, shall be deemed to be a Major Bank Subsidiary.


5




“Notice of Default” means a
written notice of the kind specified in Section
5.1(d).




“Officers’ Certificate” means
a certificate signed by the Chairman of the Board, a Vice Chairman of the Board,
the Chief Executive Officer, President or a Vice President, and by the Chief
Financial Officer, Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company and delivered to the Trustee.




“Opinion of Counsel” means a
written opinion of counsel, who may be counsel for or an employee of the Company
or any Affiliate of the Company.




“Original Issue Date” means
the date of original issuance of each Security.




“Outstanding” means, when used
in reference to any Securities, as of the date of determination, all Securities
theretofore authenticated and delivered under this Indenture,
except:




(i)  Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;




(ii)  Securities
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Securities;
provided, that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee has
been made; and




(iii)  Securities
that have been paid, or in substitution for or in lieu of which other Securities
have been authenticated and delivered pursuant to the provisions of this
Indenture, unless proof satisfactory to the Trustee is presented that any such
Securities are held by Holders in whose hands such Securities are valid, binding
and legal obligations of the Company;




provided, that, in
determining whether the Holders of the requisite principal amount of Outstanding
Securities have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Securities so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor.
Notwithstanding anything herein to the contrary, Securities initially issued to
the Trust that are owned by the Trust shall be deemed to be Outstanding
notwithstanding the ownership by the Company or an Affiliate of any beneficial
interest in the Trust.




“Paying Agent” means the
Trustee or any Person authorized by the Company to pay the principal of or any
premium or interest on, or other amounts in respect of, any Securities on behalf
of the Company.


6




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




“Place of Payment” means, with
respect to the Securities, the Corporate Trust Office of the
Trustee.




“Preferred Securities” has the
meaning specified in the first recital of this Indenture.




“Predecessor Security” of any
particular Security means every previous Security evidencing all or a portion of
the same debt as that evidenced by such particular Security. For the purposes of
this definition, any security authenticated and delivered under Section 3.6 in lieu
of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence
the same debt as the mutilated, destroyed, lost or stolen Security.




“Proceeding” has the meaning
specified in Section
12.2.




“Property Trustee” means the
Person identified as the “Property Trustee” in the Trust Agreement, solely in
its capacity as Property Trustee of the Trust under the Trust Agreement and not
in its individual capacity, or its successor in interest in such capacity, or
any successor Property Trustee appointed as therein provided.




“Redemption Date” means, when
used with respect to any Security to be redeemed, the date fixed for such
redemption by or pursuant to this Indenture.




“Redemption Price” means, when
used with respect to any Security to be redeemed, in whole or in part, the price
at which such Security or portion thereof is to be redeemed as fixed by or
pursuant to this Indenture.




“Regular Record Date” for the
interest payable on any Interest Payment Date with respect to the Securities
means the date that is fifteen (15) days preceding such Interest Payment Date
(whether or not a Business Day), provided, however, that in the
event Book-Entry applies, the record date shall be the Business Day prior to the
Interest Payment Date.




“Responsible Officer” means,
with respect to the Trustee, any Senior Vice President, any Vice President, any
Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer,
any Assistant Treasurer, any Financial Services Officer or Assistant Financial
Services Officer, or any other officer in the Corporate Trust Office of the
Trustee with direct responsibility for the administration of this Indenture 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.




“Rights Plan” means a plan of
the Company providing for the issuance by the Company to all holders of its
Equity Interests of rights entitling the holders thereof to subscribe for or
purchase Equity Interests of the Company which rights (i) are deemed to be
transferred with such Equity Interests and (ii) are also issued in respect of
future issuances of such Equity Interests, in each case until the occurrence of
a specified event or events.




“Securities” or “Security” means any debt
securities or debt security, as the case may be, authenticated and delivered
under this Indenture.


7




“Securities Act” means the
Securities Act of 1933 or any successor statute thereto, in each case as amended
from time to time.




“Securities Register” and
“Securities Registrar”
have the respective meanings specified in Section
3.5.




“Senior Debt” means the
principal of and any premium and interest on (including interest accruing on or
after the filing of any petition in bankruptcy or for reorganization relating to
the Company, whether or not such claim for post-petition interest is allowed in
such proceeding) all Debt of the Company, whether incurred on or prior to the
date of this Indenture or thereafter incurred, unless it is provided in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, that such obligations are not superior in right of payment to the
Securities; provided,
however, that if the Company is subject to the regulation and supervision
of an “appropriate Federal banking agency” within the meaning of 12 U.S.C.
1813(q), the Company shall have received the approval of such appropriate
Federal banking agency prior to issuing any such obligation if not otherwise
generally approved; provided
further, that Senior Debt shall not include any other debt securities,
and guarantees in respect of such debt securities, issued to any trust other
than the Trust (or a trustee of such trust), partnership or other entity
affiliated with the Company that is a financing vehicle of the Company (a
“financing entity”), in connection with the issuance by such financing entity of
equity securities or other securities that are treated as equity capital for
regulatory capital purposes guaranteed by the Company pursuant to an instrument
that ranks pari passu with or junior in right of payment to the Securities,
including, without limitation, the debt securities of the Company issued under:
the Indenture, dated September 17, 2003, between the Company and U.S. Bank,
National Association, as trustee; the Indenture, dated September 20, 2004,
between the Company and Wilmington Trust Company, as trustee; the Indenture,
dated and September 29, 2005, between the Company and Wilmington Trust Company,
as trustee; and the Indenture, dated and September 27, 2006, between the Company
and Wilmington Trust Company, as trustee.




“Special Event” means the
occurrence of a Capital Disqualification Event, an Investment Company Event or a
Tax Event.




“Special Event Redemption
Price” has the meaning specified in Section
11.2.




“Special Record Date” for the
payment of any Defaulted Interest means a date fixed by the Trustee pursuant to
Section
3.1.




“Stated Maturity” means March
30, 2038.




“Subsidiary” means a Person
more than fifty percent (50%) of the outstanding voting stock or other voting
interests of which is owned, directly or indirectly, by the Company or by one or
more other Subsidiaries, or by the Company and one or more other Subsidiaries.
For purposes of this definition, “voting stock” means stock that ordinarily has
voting power for the election of directors, whether at all times or only so long
as no senior class of stock has such voting power by reason of any
contingency.




“Tax Event” means the receipt
by the Company of an Opinion of Counsel experienced in such matters to the
effect that, as a result of (a) 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 (b) any judicial decision or any official administrative
pronouncement (including any private letter ruling, technical advice memorandum
or field service advice) or regulatory procedure, including any notice or
announcement of intent to adopt any such pronouncement or procedure (an
“Administrative Action”), regardless of whether such judicial decision or
Administrative Action is


8


issued to
or in connection with a proceeding involving the Company or the Trust and
whether or not subject to review or appeal, which amendment, change, judicial
decision or Administrative Action is enacted, promulgated or announced, in each
case, on or after the date of issuance of the Securities, there is more than an
insubstantial risk that (i) the Trust is, or will be within ninety (90) days of
the date of such opinion, subject to United States federal income tax with
respect to income received or accrued on the Securities, (ii) interest payable
by the Company on the Securities is not, or within ninety (90) days of the date
of such opinion, will not be, deductible by the Company, in whole or in part,
for United States federal income tax purposes, or (iii) the Trust is, or will be
within ninety (90) days of the date of such opinion, subject to more than a
de minimis amount of
other taxes, duties or other governmental charges.




“Trust” has the meaning
specified in the first recital of this Indenture.




“Trust Agreement” means the
Amended and Restated Trust Agreement executed and delivered by the Company, the
Property Trustee, the Delaware Trustee and the Administrative Trustees named
therein, contemporaneously with the execution and delivery of this Indenture,
for the benefit of the holders of the Trust Securities, as amended or
supplemented from time to time.




“Trustee” means the Person
named as the “Trustee”
in the first paragraph of this instrument, solely in its capacity as such and
not in its individual capacity, until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and, thereafter, “Trustee” shall mean or
include each Person who is then a Trustee hereunder.




“Trust Indenture Act” means
the Trust Indenture Act of 1939 (“TIA”), as amended and as in effect on the date
as of this Indenture.Whenever this Indenture refers to a provision of the TIA,
the provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following
meanings:




“Commission”
means the Securities and Exchange Commission.




“indenture
securities” means the Securities.




“indenture
security holder” means a Security Holder.




“indenture
to be qualified” means this Indenture.




“indenture
trustee” or “institutional trustee” means the Indenture Trustee.




“obligor”
on the indenture securities means the Trust and any other obligor on the
indenture securities.




All other
TIA terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by Commission rule have the meaning
assigned to them by such definitions.




“Trust Securities” has the
meaning specified in the first recital of this Indenture.




SECTION
1.2.  Compliance
Certificate and Opinions.




(a)  Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that all conditions precedent (including covenants
compliance with which constitutes a condition precedent), if any, provided for
in this Indenture relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent (including covenants compliance with which constitutes a
condition precedent), if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents
is


9


specifically
required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be
furnished.




(b)  Every
certificate delivered to the Trustee with respect to compliance with a condition
or covenant provided for in this Indenture (other than the certificate provided
pursuant to Section
10.3) shall include:




(i)  a
statement by each individual signing such certificate or opinion that such
individual has read such covenant or condition and the definitions herein
relating thereto;




(ii)  a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions of such individual contained in such
certificate or opinion are based;




(iii)  a
statement that, in the opinion of such individual, he or she has made such
examination or investigation as is necessary to enable him or her to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and




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




SECTION
1.3.  Forms
of Documents Delivered to Trustee.




(a)  In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.




(b)  Any
certificate or opinion of an officer of the Company may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or after reasonable inquiry should know,
that the certificate or opinion or representations with respect to matters upon
which his or her certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or after reasonable inquiry should know, that the certificate or opinion or
representations with respect to such matters are erroneous.




(c)  Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument.




(d)  Whenever,
subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical,
typographical or other inadvertent or unintentional error or omission shall be
discovered therein, a new document or instrument may be substituted therefor in
corrected form with the


10


same
force and effect as if originally received in the corrected form and,
irrespective of the date or dates of the actual execution and/or delivery
thereof, such substitute document or instrument shall be deemed to have been
executed and/or delivered as of the date or dates required with respect to the
document or instrument for which it is substituted. Without limiting the
generality of the foregoing, any Securities issued under the authority of such
defective document or instrument shall nevertheless be the valid obligations of
the Company entitled to the benefits of this Indenture equally and ratably with
all other Outstanding Securities.




SECTION
1.4.  Acts
of Holders.




(a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given to or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by an agent thereof duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments (including any appointment
of an agent) is or are delivered to the Trustee, and, where it is hereby
expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section
1.4.




(b)  The fact
and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by the certificate of
any notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the individual signing such instrument or writing
acknowledged to him or her the execution thereof. Where such execution is by a
Person acting in other than his or her individual capacity, such certificate or
affidavit shall also constitute sufficient proof of his or her authority. The
fact and date of the execution by any Person of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner that the Trustee deems sufficient and in accordance with such
reasonable rules as the Trustee may determine.




(c)  The
ownership of Securities shall be proved by the Securities Register.




(d)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Security shall bind every future Holder of the same
Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such
Security.




(e)  Without
limiting the foregoing, a Holder entitled to take any action hereunder with
regard to any particular Security may do so with regard to all or any part of
the principal amount of such Security or by one or more duly appointed agents
each of which may do so pursuant to such appointment with regard to all or any
part of such principal amount.




(f)  Except as
set forth in paragraph (g) of this Section 1.4, the
Company may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to give, make or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided or permitted by this Indenture to be given, made or taken by Holders of
Securities. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Securities on such record date, and no other Holders, shall be
entitled to take the relevant action, whether or not such Holders remain Holders
after such record date; provided, that no such action
shall be effective hereunder unless taken on or prior to the applicable


11


Expiration
Date (as defined below) by Holders of the requisite principal amount of
Outstanding Securities on such record date. Nothing in this paragraph shall be
construed to prevent the Company from setting a new record date for any action
for which a record date has previously been set pursuant to this paragraph
(whereupon the record date previously set shall automatically and with no action
by any Person be canceled and of no effect). Promptly after any record date is
set pursuant to this paragraph, the Company, at its own expense, shall cause
notice of such record date, the proposed action by Holders and the applicable
Expiration Date to be given to the Trustee in writing and to each Holder of
Securities in the manner set forth in Section
1.6.




(g)  The
Trustee may set any day as a record date for the purpose of determining the
Holders of Outstanding Securities entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of acceleration or rescission or
annulment thereof referred to in Section 5.2, (iii)
any request to institute proceedings referred to in Section 5.7(b) or
(iv) any direction referred to in Section 5.12. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided, that no such action
shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be canceled and of no effect). Promptly after any record date is set pursuant to
this paragraph, the Trustee, at the Company’s expense, shall cause notice of
such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Company in writing and to each Holder of Securities in
the manner set forth in Section
1.6.




(h)  With
respect to any record date set pursuant to paragraph (f) or (g) of this Section 1.4, the
party hereto that sets such record date may designate any day as the “Expiration Date” and from
time to time may change the Expiration Date to any earlier or later day; provided, that no such change
shall be effective unless notice of the proposed new Expiration Date is given to
the other party hereto in writing, and to each Holder of Securities in the
manner set forth in Section 1.6, on or
prior to the existing Expiration Date. If an Expiration Date is not designated
with respect to any record date set pursuant to this Section 1.4, the
party hereto that set such record date shall be deemed to have initially
designated the ninetieth (90th) day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the one
hundred and eightieth (180th) day
after the applicable record date.




SECTION
1.5.  Notices,
Etc.




Any
request, demand, authorization, direction, notice, consent, waiver, Act of
Holders, or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with:




(a)  the
Trustee by any Holder, any holder of Preferred Securities or the Company shall
be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Trustee at its Corporate Trust Office,




(b)  the
Company by the Trustee, any Holder or any holder of Preferred Securities shall
be sufficient for every purpose hereunder if in writing and mailed, first class,
postage prepaid, to the Company addressed to it at 27710 Jefferson Avenue, Suite
A100, Temecula, CA 92590, Attn: Chief Financial Officer, or at any other address
previously furnished in writing to the Trustee by the Company.


12




SECTION
1.6.  Notice
to Holders; Waiver.




Where
this Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first class, postage prepaid, to each Holder affected by such event
to the address of such Holder as it appears in the Securities Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. If, by reason of the suspension of or
irregularities in regular mail service or for any other reason, it shall be
impossible or impracticable to mail notice of any event to Holders when said
notice is required to be given pursuant to any provision of this Indenture, then
any manner of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder shall affect the
sufficiency of such notice with respect to other Holders. Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the
Person entitled to receive such notice, either before or after the event, and
such waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such
waiver.




SECTION
1.7.  Effect
of Headings and Table of Contents.




The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction of this
Indenture.




SECTION
1.8.  Successors
and Assigns.




This
Indenture shall be binding upon and shall inure to the benefit of any successor
to the Company and the Trustee, including any successor by operation of law.
Except in connection with a transaction involving the Company that is permitted
under Article
VIII and pursuant to which the assignee agrees in writing to perform the
Company’s obligations hereunder, the Company shall not assign its obligations
hereunder.




SECTION
1.9.  Separability
Clause.




If any
provision in this Indenture or in the Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby, and there shall
be deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.




SECTION
1.10.  Benefits
of Indenture.




Nothing
in this Indenture or in the Securities, express or implied, shall give to any
Person, other than the parties hereto and their successors and assigns, the
holders of Senior Debt, the Holders of the Securities and, to the extent
expressly provided in Sections 5.2, 5.8, 5.9, 5.11, 5.13, 9.2 and 10.7, the holders of
Preferred Securities, any benefit or any legal or equitable right, remedy or
claim under this Indenture.




SECTION
1.11                                Agreement
Not to Petition.




Each of
the Trustees and the Depositor agree for the benefit of the Holders that, until
at least one year and one day after the Trust has been terminated in accordance
with Article
IX, they shall not file, or join in the filing of, a petition against the
Trust under any Bankruptcy Law or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. If the Depositor takes
action in violation of this Section 1.11, the
Property Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it


13


shall
file an answer with the applicable bankruptcy court or otherwise properly
contest the filing of such petition by the Depositor against the Trust or the
commencement of such action and raise the defense that the Depositor has agreed
in writing not to take such action and should be estopped and precluded
therefrom and such other defenses, if any, as counsel for the Property Trustee
or the Trust may assert.




This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument. Delivery of an executed
signature page of this Amended and Restated Trust Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
hereof.




SECTION
1.12                                Governing
Law.




This
Indenture and the rights and obligations of each of the Holders, the Company and
the Trustee shall be construed and enforced in accordance with and governed by
the laws of the State of Delaware without reference to its conflict of laws
provisions.




SECTION
1.13                                Submission
to Jurisdiction.




ANY LEGAL
ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE
STATE OF CALIFORNIA, IN AND FOR THE COUNTY OF RIVERSIDE, OR OF THE UNITED STATES
OF AMERICA FOR THE SOUTHERN DISTRICT OF CALIFORNIA. BY EXECUTION AND DELIVERY OF
THIS INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND
COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS INDENTURE.




Conflict with TIA. If
any provision hereof limits, qualifies or conflicts with another provision
hereof that is required to be included in this Indenture by any of the
provisions of the TIA, such required provision shall control. The provisions of
TIA Sections 310 through 317 that impose duties on any person (including the
provisions automatically deemed included herein unless expressly excluded by
this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.




SECTION
1.14                                Non-Business
Days.




If any
Interest Payment Date, Redemption Date or Stated Maturity of any Security shall
not be a Business Day, then (notwithstanding any other provision of this
Indenture or the Securities) payment of interest, premium, if any, or principal
or other amounts in respect of such Security shall not be made on such date, but
shall be made on the next succeeding Business Day (and no interest shall accrue
in respect of the amounts whose payment is so delayed for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, until such next succeeding Business Day) except that, if such
Business Day falls 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 the Interest Payment Date or Redemption Date or at the
Stated Maturity.


14




ARTICLE
II




Security
Forms




SECTION
2.1.  Form
of Security.




Any
Security issued hereunder shall be in substantially the following
form:




Temecula
Valley Bancorp Inc.




Fixed
Rate Junior Subordinated Note due 20__




No.
_____________                                                                                                                                $__________




Temecula
Valley Bancorp Inc., a corporation organized and existing under the laws of
California (hereinafter called the “Company,” which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________ (the “Holder”), or
registered assigns, the principal sum of $__________or such other principal
amount represented hereby as may be set forth in the records of the Securities
Registrar hereinafter referred to in accordance with the Indenture on March 30,
2038. The Company further promises to pay interest on said principal sum from
________ __, 2008, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, quarterly (subject to deferral as
set forth herein) in arrears on March 30th, June
30th,
September 30th and
December 30th of each
year, commencing on March 30, 2008, or if any such day is not a Business Day, on
the next succeeding Business Day (and no interest shall accrue in respect of the
amounts whose payment is so delayed for the period from and after such Interest
Payment Date until such next succeeding Business Day), except that, if such
Business Day falls 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 the Interest Payment Date, together with
Additional Tax Sums, if any, as provided in Section 10.5 of the
Indenture, until the principal hereof is paid or duly provided for or made
available for payment; provided, that any overdue
principal, premium, if any, or Additional Tax Sums and any overdue installment
of interest shall bear interest at the Increased Interest rate (to the extent
that the payment of such interest shall be legally enforceable) until they are
paid or made available for payment, and such interest shall be payable on
demand.




The
amount of interest payable for any interest period shall be computed and paid on
the basis of a 360-day year and the actual number of days elapsed in the
relevant interest period. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest installment. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities not less
than ten (10) days prior to such Special Record Date, or be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Securities may be listed,
traded or quoted and upon such notice as may be required by such exchange or
automated quotation system, all as more fully provided in the
Indenture.




So long
as no Event of Default pursuant to Sections 5.1(c),
(e), (f), (g) or (h) of the Indenture
has occurred and is continuing, the Company shall have the right, at any time
and from time to time during the term of this Security, to defer the payment of
interest on this Security for a period of up to twenty (20) consecutive
quarterly interest payment periods (each


15


such
period, an “Extension
Period”), during which Extension Period(s), no interest shall be due and
payable (except any Additional Tax Sums that may be due and payable). No
Extension Period shall end on a date other than an Interest Payment Date, and no
Extension Period shall extend beyond the Stated Maturity of the principal of
this Security. No interest shall be due and payable during an Extension Period
(except any Additional Tax Sums that may be due and payable), except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Increased Interest (to the
extent payment of such interest would be legally enforceable) from the dates on
which amounts would have otherwise been due and payable until paid or made
available for payment. At the end of any such Extension Period, the Company
shall pay all interest then accrued and unpaid on this Security, together with
such Increased Interest.  Prior to the termination of any such
Extension Period, the Company may further defer the payment of interest; provided, that (i) all such
previous and further extensions comprising such Extension Period do not exceed
twenty (20) quarterly interest payment periods, (ii) no Extension Period shall
end on a date other than an Interest Payment Date and (iii) no Extension Period
shall extend beyond the Stated Maturity of the principal of this Security. Upon
the termination of any such Extension Period and upon the payment of all accrued
and unpaid interest and any Increased Interest then due on any Interest Payment
Date, the Company may elect to begin a new Extension Period; provided, that (i) such
Extension Period does not exceed twenty (20) quarterly interest payment periods,
(ii) no Extension Period shall end on a date other than an Interest Payment
Date, (iii) no Extension Period shall extend beyond the Stated Maturity of the
principal of this Security and (iv) no Event of Default pursuant to Sections 5.1(c),
(e), (f), (g) or (h) has occurred and
is continuing. The Company shall give (i) the Holder of this Security, (ii) the
Trustee, (iii) the Property Trustee and (iv) any beneficial owner of the
Preferred Securities reasonably identified to the Company (which identification
may be made by such beneficial owner) written notice of its election to begin
any such Extension Period no later than the close of business on the fifteenth
(15th)
Business Day prior to the next succeeding Interest Payment Date on which
interest on this Security would be payable but for such deferral.




During
any such Extension Period, the Company shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company’s Equity Interests, (ii)
vote in favor of or permit or otherwise allow any of its Subsidiaries to declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to or otherwise retire, any of such
Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of
return, other than dividends or distributions on Equity Interests issued by any
Subsidiary solely payable to the Company or any Subsidiary thereof (for the
avoidance of doubt, whether such Equity Interests are perpetual or otherwise),
or (iii) make any payment of principal of or any interest or premium on or
repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects
with or junior in interest to this Security (other than (a) repurchases,
redemptions or other acquisitions of Equity Interests of the Company in
connection with (1) any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, (2) a dividend reinvestment or stockholder stock
purchase or similar plan with respect to any Equity Interests or (3) the
issuance of Equity Interests of the Company (or securities convertible into or
exercisable for such Equity Interests) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of an exchange or conversion of any class or series of the Company’s
Equity Interests (or any Equity Interests of a Subsidiary of the Company) for
any class or series of the Company’s Equity Interests or of any class or series
of the Company’s indebtedness for any class or series of the Company’s Equity
Interests, (c) the purchase of fractional interests in Equity Interests of the
Company pursuant to the conversion or exchange provisions of such Equity
Interests or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any Rights Plan, the issuance of rights, Equity
Interests or other property under any Rights Plan, or the redemption or
repurchase of rights pursuant thereto or (e) any dividend in the form of Equity


16


Interests,
warrants, options or other rights where the dividend Equity Interests or the
Equity Interests issuable upon exercise of such warrants, options or other
rights are the same Equity Interests as those on which the dividend is being
paid or rank pari passu
with or junior to such Equity Interests, or (f) if the failure to do so would
cause a default event).




Payment
of principal of, premium, if any, and interest on this Security shall be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payments of principal,
premium, if any, and interest due at the Maturity of this Security shall be made
at the office or agency of the Company maintained for that purpose in the Place
of Payment upon surrender of such Securities to the Paying Agent, and payments
of interest shall be made, subject to such surrender where applicable, by wire
transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Paying Agent at least ten
(10) Business Days prior to the date for payment by the Person entitled thereto
unless proper written wire transfer instructions have not been received by the
relevant record date, in which case such payments shall be made by check mailed
to the address of such Person as such address shall appear in the Security
Register.  Notwithstanding the foregoing, so long as the Holder of
this Security is the Property Trustee, the payment of the principal of (and
premium, if any) and interest (including any overdue installment of interest and
Additional Tax Sums, if any) on this Security will be made at such place and to
such account as may be designated by the Property Trustee.




The
indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Debt, and this Security is issued subject to the provisions
of the Indenture with respect thereto. Each Holder of this Security, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such actions as
may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his or her attorney-in-fact for any and all such
purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice
of the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Debt, whether now outstanding or hereafter
incurred, and waives reliance by each such holder upon said
provisions.




Unless
the certificate of authentication hereon has been executed by the Trustee by
manual signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.




This
Security is one of a duly authorized issue of securities of the Company (the
“Securities”) issued
under the Junior Subordinated Indenture, dated as of January 17, 2008 (the
“Indenture”), between
the Company and Wilmington Trust Company, as Trustee (in such capacity, the
“Trustee,” which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee, the holders of Senior Debt and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.




All terms
used in this Security that are defined in the Indenture or in the Amended and
Restated Trust Agreement, dated as of January 17, 2008 (as modified, amended or
supplemented from time to time, the “Trust Agreement”), relating
to Temecula Valley Statutory Trust VI (the “Trust”), among the Company,
as Depositor, the trustees named therein and the holders from time to time of
the Trust Securities issued pursuant thereto, shall have the meanings assigned
to them in the Indenture or the Trust Agreement, as the case may
be.




The
Company may, on any Interest Payment Date, at its option, upon not less than
thirty (30) days’ nor more than sixty (60) days’ written notice to the Holders
of the Securities


17


(unless a
shorter notice period shall be satisfactory to the Trustee) on or after December
30, 2012 and subject to the terms and conditions of Article XI of the
Indenture, redeem this Security in whole at any time or in part from time to
time at a Redemption Price equal to one hundred percent (100%) of the principal
amount hereof, together, in the case of any such redemption, with accrued
interest, including any Increased Interest, to but excluding the date fixed for
redemption; provided,
that the Company shall have received the prior approval of the Federal Reserve
if then required.




In
addition, upon the occurrence and during the continuation of a Special Event,
the Company may, at its option, upon not less than thirty (30) days’ nor more
than sixty (60) days’ written notice to the Holders of the Securities (unless a
shorter notice period shall be satisfactory to the Trustee), redeem this
Security, in whole but not in part, subject to the terms and conditions of Article XI of the
Indenture at the Special Event Redemption Price; provided, that the Company
shall have received the prior approval of the Federal Reserve if then
required.




In the
event of redemption of this Security in part only, a new Security or Securities
for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof. If less than all the Securities are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than sixty (60) days prior to the Redemption Date by the Trustee from the
Outstanding Securities not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of a portion of the principal amount of any
Security.




The
Indenture permits, with certain exceptions as therein provided, the Company and
the Trustee at any time to enter into a supplemental indenture or indentures for
the purpose of modifying in any manner the rights and obligations of the Company
and of the Holders of the Securities, with the consent of the Holders of not
less than a majority in principal amount of the Outstanding Securities. The
Indenture also contains provisions permitting Holders of specified percentages
in principal amount of the Securities, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Security shall be conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.




No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest,
including any Increased Interest, on this Security at the times, place and rate,
and in the coin or currency, herein prescribed.




As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Securities Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company maintained for such purpose, duly endorsed by, or accompanied by
a written instrument of transfer in form satisfactory to the Company and the
Securities Registrar and duly executed by, the Holder hereof or such Holder’s
attorney duly authorized in writing, and thereupon one or more new Securities,
of like tenor, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.




The
Securities are issuable only in registered form without coupons in minimum
denominations of $10.00 and any integral multiple of $10.00 in excess thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities are exchangeable for a like aggregate principal amount of
Securities and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.


18




No
service charge shall be made for any such registration of transfer or exchange,
but the Company and the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection
therewith.




The
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the
contrary.




The
Company and, by its acceptance of this Security or a beneficial interest herein,
the Holder of, and any Person that acquires a beneficial interest in, this
Security agree that, for United States federal, state and local tax purposes, it
is intended that this Security constitute indebtedness.




This
Security shall be construed and enforced in accordance with and governed by the
laws of the State of Delaware, without reference to its conflict of laws
provisions.




IN
WITNESS WHEREOF, the Company has duly executed this certificate this 17th day of
January, 2008.




Temecula
Valley Bancorp Inc.




By:________________________


Name:


Title:




SECTION
2.2.  Restricted
Legend.




(a)  Any
Security issued hereunder shall bear a legend in substantially the following
form:




THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAW. 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 AND ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY
(A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON IN
AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE)
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE


19


MEANING
OF SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS
SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
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 (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT
PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY.




THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR
THEREOF AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN,
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, OR
ANY INTEREST THEREIN, ARE NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE WITH RESPECT TO SUCH PURCHASE AND HOLDING. ANY PURCHASER OR HOLDER
OF THE SECURITIES 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 OR OTHER PLAN TO WHICH TITLE I OF ERISA OR SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH EMPLOYEE
BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE “PLAN ASSETS” OF
ANY SUCH EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH
PURCHASE OR HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH FULL EXEMPTIVE RELIEF IS NOT
AVAILABLE UNDER AN APPLICABLE STATUTORY OR ADMINISTRATIVE
EXEMPTION.




THIS
OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION.”




(b)  The above
legends shall not be removed from any Security unless there is delivered to the
Company satisfactory evidence, which may include an Opinion of Counsel, as may
be reasonably required to ensure that any future transfers thereof may be made
without restriction under or violation of the provisions of the Securities Act
and other applicable law. Upon provision of such satisfactory evidence, the
Company shall execute and deliver to the Trustee, and the Trustee shall deliver,
at the written direction of the Company, a Security that does not bear the
legend.


20




SECTION
2.3.  Form
of Trustee’s Certificate of Authentication.




The
Trustee’s certificates of authentication shall be in substantially the following
form:




This
represents Securities referred to in the within-mentioned
Indenture.




Dated:




WILMINGTON
TRUST COMPANY, not in its
individual capacity but solely as Trustee





By:   _________________________________


Authorized Officer




SECTION
2.4.  Temporary
Securities.




(a)  Pending
the preparation of definitive Securities, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary Securities
that are printed, lithographed, typewritten, mimeographed or otherwise produced,
in any denomination, substantially of the tenor of the definitive Securities in
lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations not inconsistent with the terms of this
Indenture as the officers executing such Securities may determine, as evidenced
by their execution of such Securities.




(b)  If
temporary Securities are issued, the Company will cause definitive Securities to
be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive
Securities upon surrender of the temporary Securities at the office or agency of
the Company designated for that purpose without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor one or more definitive Securities of any authorized denominations
having the same Original Issue Date and Stated Maturity and having the same
terms as such temporary Securities. Until so exchanged, the temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities.




SECTION
2.5.  Definitive
Securities.




The
Securities issued on the Original Issue Date shall be in definitive form. The
definitive Securities shall be printed, lithographed or engraved, or produced by
any combination of these methods, if required by any securities exchange on
which the Securities may be listed, on a steel engraved border or steel engraved
borders or may be produced in any other manner permitted by the rules of any
securities exchange on which the Securities may be listed, all as determined by
the officers executing such Securities, as evidenced by their execution of such
Securities.




ARTICLE
III









The
Securities




SECTION
3.1.  Payment
of Principal and Interest.




(a)  The
unpaid principal amount of the Securities shall bear interest at a fixed rate
per annum, 9.45% until paid or duly provided for, such interest to accrue from
the Original Issue Date or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, and any overdue principal, premium
or Additional Tax Sums and any


21


overdue
installment of interest shall bear Increased Interest (to the extent payment of
such interest would be legally enforceable) from the dates such amounts are due
until they are paid or funds for the payment thereof are made available for
payment.




(b)  Interest
and Increased Interest on any Security that is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, except that interest and any Increased Interest payable on the Stated
Maturity (or any date of principal repayment upon early Maturity) of the
principal of a Security or on a Redemption Date shall be paid to the Person to
whom principal is paid. The initial payment of interest on any Security that is
issued between a Regular Record Date and the related Interest Payment Date shall
be payable as provided in such Security.




(c)  Any
interest on any Security that is due and payable, but is not timely paid or duly
provided for, on any Interest Payment Date for Securities (herein called “Defaulted Interest”) shall
forthwith cease to be payable to the registered Holder on the relevant Regular
Record Date by virtue of having been such Holder, and such Defaulted Interest
may be paid by the Company, at its election in each case, as provided in
paragraph (i) or (ii) below:




(i)  The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities (or their respective Predecessor Securities) are
registered at the close of business on a special record date for the payment of
such Defaulted Interest (a “Special Record Date”), which
shall be fixed in the following manner. At least thirty (30) days prior to the
date of the proposed payment, the Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest. Thereupon the Trustee shall fix a
Special Record Date for the payment of such Defaulted Interest, which shall be
not more than fifteen (15) days and not less than ten (10) days prior to the
date of the proposed payment and not less than ten (10) days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor to be mailed, first
class, postage prepaid, to each Holder of a Security at the address of such
Holder as it appears in the Securities Register not less than ten (10) days
prior to such Special Record Date. Notice of the proposed payment of such
Defaulted Interest and the Special Record Date therefor having been so mailed,
such Defaulted Interest shall be paid to the Persons in whose names the
Securities (or their respective Predecessor Securities) are registered on such
Special Record Date; or




(ii)  The
Company may make payment of any Defaulted Interest in any other lawful manner
not inconsistent with the requirements of any securities exchange or automated
quotation system on which the Securities may be listed, traded or quoted and,
upon such notice as may be required by such exchange or automated quotation
system (or by the Trustee if the Securities are not listed), if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
clause, such payment shall be deemed practicable by the Trustee.


22




(d)  Payments
of interest on the Securities shall include interest accrued to but excluding
the respective Interest Payment Dates. The amount of interest payable for any
interest period shall be computed and paid on the basis of a 360-day year and
the actual number of days elapsed in the relevant interest period.




(e)  Payment
of principal, premium, if any, and interest on the Securities shall be made in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payments of principal,
premium, if any, and interest due at the Maturity of such Securities shall be
made at the Place of Payment upon surrender of such Securities to the Paying
Agent and payments of interest shall be made subject to such surrender where
applicable, by wire transfer at such place and to such account at a banking
institution in the United States as may be designated in writing to the Paying
Agent at least ten (10) Business Days prior to the date for payment by the
Person entitled thereto unless proper written transfer instructions have not
been received by the relevant record date, in which case such payments shall be
made by check mailed to the address of such Person as such address shall appear
in the Security Register.  Notwithstanding the foregoing, so long as
the holder of the Security is the Property Trustee, the payment of the principal
of (and premium if any) and interest (including any overdue installment of
interest and Additional Tax Sums, if any) on the Security will be made at such
place and to such account as may be designated by the Property
Trustee.




(f)  Subject
to the foregoing provisions of this Section 3.1, each
Security delivered under this Indenture upon transfer of or in exchange for or
in lieu of any other Security shall carry the rights to interest accrued and
unpaid, and to accrue, that were carried by such other Security.






(g)  If
payment of principal or interest on any Security is improperly withheld or
refused and accordingly the principal or interest on the Securities is not paid
when due, then interest on the Securities will continue to accrue at the
Increased Interest rate.







SECTION
3.2.  Denominations.




The
Securities shall be in registered form without coupons and shall be issuable in
minimum denominations of $10.00 and any integral multiple of $10.00 in excess
thereof.




SECTION
3.3.  Execution,
Authentication, Delivery and Dating.




(a)  At any
time and from time to time after the execution and delivery of this Indenture,
the Company may deliver Securities in an aggregate principal amount (including
all then Outstanding Securities) not in excess of $22,901,250 executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon:




(i)  a copy of
any Board Resolution relating thereto; and




(ii)  an
Opinion of Counsel stating that (1) such Securities, when authenticated and
delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid and
legally binding obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity
principles; and (2) the Securities have been duly authorized and executed by the
Company and have been delivered to the Trustee for authentication in accordance
with this Indenture.


23


(b)  The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, its Vice Chairman of the Board, its Chief Executive Officer, its
President or one of its Vice Presidents. The signature of any of these officers
on the Securities may be manual or facsimile. Securities bearing the manual or
facsimile signatures of individuals who were at any time the proper officers of
the Company shall bind the Company, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Securities or did not hold such offices at the date of such
Securities.




(c)  No
Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Security a certificate
of authentication substantially in the form provided for herein executed by the
Trustee by the manual signature of one of its authorized officers, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section
3.8, for all purposes of this Indenture such Security shall be deemed
never to have been authenticated and delivered hereunder and shall never be
entitled to the benefits of this Indenture.




(d)  Each
Security shall be dated the date of its authentication.




SECTION
3.4.  Global
Securities.




(a)  Upon the
election of the Holder after the Original Issue Date, which election need not be
in writing, the Securities owned by such Holder shall be issued in the form of
one or more Global Securities registered in the name of the Depositary or its
nominee. Each Global Security issued under this Indenture shall be registered in
the name of the Depositary designated by the Company for such Global Security or
a nominee thereof and delivered to such Depositary or a nominee thereof or
custodian therefor, and each such Global Security shall constitute a single
Security for all purposes of this Indenture.




(b)  Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in
whole or in part for registered Securities, and no transfer of a Global Security
in whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or a nominee thereof unless (i) such
Depositary advises the Trustee and the Company in writing that such Depositary
is no longer willing or able to properly discharge its responsibilities as
Depositary with respect to such Global Security, and no qualified successor is
appointed by the Company within ninety (90) days of receipt by the Company of
such notice, (ii) such Depositary ceases to be a clearing agency registered
under the Exchange Act and no successor is appointed by the Company within
ninety (90) days after obtaining knowledge of such event, (iii) the Company
executes and delivers to the Trustee a Company Order stating that the Company
elects to terminate the book-entry system through the Depositary or (iv) an
Event of Default shall have occurred and be continuing.  Upon the
occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the
Trustee shall notify the Depositary and instruct the Depositary to notify all
owners of beneficial interests in such Global Security of the occurrence of such
event and of the availability of Securities to such owners of beneficial
interests requesting the same. Upon the issuance of such Securities and the
registration in the Securities Register of such Securities in the names of the
Holders of the beneficial interests therein, the Trustees shall recognize such
holders of beneficial interests as Holders.


24




(c)  If any
Global Security is to be exchanged for other Securities or canceled in part, or
if another Security is to be exchanged in whole or in part for a beneficial
interest in any Global Security, then either (i) such Global Security shall be
so surrendered for exchange or cancellation as provided in this Article III or (ii)
the principal amount thereof shall be reduced or increased by an amount equal to
the portion thereof to be so exchanged or canceled, or equal to the principal
amount of such other Security to be so exchanged for a beneficial interest
therein, as the case may be, by means of an appropriate adjustment made on the
records of the Securities Registrar, whereupon the 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 or adjustment of a Global Security by the Depositary,
accompanied by registration instructions, the Company shall execute and the
Trustee shall authenticate and deliver any Securities issuable in exchange for
such Global Security (or any portion thereof) in accordance with the
instructions of the Depositary. The Trustee shall not 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.




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




(e)  Securities
distributed to holders of Book-Entry Preferred Securities (as defined in the
Trust Agreement) upon the dissolution of the Trust shall be distributed in the
form of one or more Global Securities registered in the name of a Depositary or
its nominee, and deposited with the Securities Registrar, as custodian for such
Depositary, or with such Depositary, for credit by the Depositary to the
respective accounts of the beneficial owners of the Securities represented
thereby (or such other accounts as they may direct). Securities distributed to
holders of Preferred Securities other than Book-Entry Preferred Securities upon
the dissolution of the Trust shall not be issued in the form of a Global
Security or any other form intended to facilitate book-entry trading in
beneficial interests in such Securities.




(f)  The
Depositary or its nominee, as the registered owner of a Global Security, shall
be the Holder of such Global Security for all purposes under this Indenture and
the Securities, and owners of beneficial interests in a Global Security shall
hold such interests pursuant to the Applicable Depositary Procedures.
Accordingly, any such owner’s beneficial interest in a Global Security shall be
shown only on, and the transfer of such interest shall be effected only through,
records maintained by the Depositary or its nominee or its Depositary
Participants. The Securities Registrar and the Trustee shall be entitled to deal
with the Depositary for all purposes of this Indenture relating to a Global
Security (including the payment of principal and interest thereon and the giving
of instructions or directions by owners of beneficial interests therein and the
giving of notices) as the sole Holder of the Security and shall have no
obligations to the owners of beneficial interests therein. Neither the Trustee
nor the Securities Registrar shall have any liability in respect of any
transfers affected by the Depositary.




(g)  The
rights of owners of beneficial interests in a Global Security shall be exercised
only through the Depositary and shall be limited to those established by law and
agreements between such owners and the Depositary and/or its Depositary
Participants.




(h)  No holder
of any beneficial interest in any Global Security held on its behalf by a
Depositary shall have any rights under this Indenture with respect to such
Global Security, and such Depositary may be treated by the Company, the Trustee
and any agent of the Company or the Trustee as the owner of such Global Security
for all purposes whatsoever. None of the Company, the Trustee or any agent of
the Company or the Trustee will have any responsibility or liability for any
aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
Notwithstanding the foregoing,


25


nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by a Depositary or impair, as between a Depositary and
such holders of beneficial interests, the operation of customary practices
governing the exercise of the rights of the Depositary (or its nominee) as
Holder of any Security.




SECTION
3.5.  Registration,
Transfer and Exchange Generally.




(a)  The
Trustee shall cause to be kept at the Corporate Trust Office a register (the
“Securities Register”)
in which the registrar and transfer agent with respect to the Securities (the
“Securities
Registrar”), subject to such reasonable regulations as it may prescribe,
shall provide for the registration of Securities and of transfers and exchanges
of Securities. The Trustee shall at all times also be the Securities Registrar.
The provisions of Article VI shall
apply to the Trustee in its role as Securities Registrar.




(b)  Subject
to compliance with Section 2.2(b), upon
surrender for registration of transfer of any Security at the offices or
agencies of the Company designated for that purpose the Company shall execute,
and the Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Securities of any authorized
denominations of like tenor and aggregate principal amount.




(c)  At the
option of the Holder, Securities may be exchanged for other Securities of any
authorized denominations, of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
upon receipt thereof the Trustee shall authenticate and deliver, the Securities
that the Holder making the exchange is entitled to receive.




(d)  All
Securities issued upon any transfer or exchange of Securities shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits under this Indenture, as the Securities surrendered upon such transfer
or exchange.




(e)  Every
Security presented or surrendered for transfer or exchange shall (if so required
by the Company or the Trustee) be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Company and the Securities
Registrar, duly executed by the Holder thereof or such Holder’s attorney duly
authorized in writing.




(f)  No
service charge shall be made to a Holder for any transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
transfer or exchange of Securities pursuant to Section 3.6(d).




(g)  Neither
the Company nor the Trustee shall be required pursuant to the provisions of this
Section 3.5 (i)
to issue, register the transfer of or exchange any Security during a period
beginning at the opening of business fifteen (15) days before the day of
selection for redemption of Securities pursuant to Article XI and ending
at the close of business on the day of mailing of the notice of redemption or
(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except, in the case of any such Security to be
redeemed in part, any portion thereof not to be redeemed.




(h)  The
Company shall designate an office or offices or agency or agencies where
Securities may be surrendered for registration or transfer or exchange. The
Company initially designates the Corporate Trust Office as its office and agency
for such purposes. The Company shall give prompt written notice to the Trustee
and to the Holders of any change in the location of any such office or
agency.


26




SECTION
3.6.  Mutilated,
Destroyed, Lost and Stolen Securities.




(a)  If any
mutilated Security is surrendered to the Trustee together with such security or
indemnity as may be required by the Company or the Trustee to save each of them
harmless, the Company shall execute and upon receipt thereof the Trustee shall
authenticate and deliver in exchange therefor a new Security of like tenor and
aggregate principal amount and bearing a number not contemporaneously
outstanding.




(b)  If there
shall be delivered to the Company and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security and (ii) such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Company or the Trustee that such Security
has been acquired by a bona
fide purchaser, the Company shall execute and upon its written request
the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost
or stolen Security, a new Security of like tenor and aggregate principal amount
as such destroyed, lost or stolen Security, and bearing a number not
contemporaneously outstanding.




(c)  If any
such mutilated, destroyed, lost or stolen Security has become or is about to
become due and payable, the Company in its discretion may, instead of issuing a
new Security, pay such Security.




(d)  Upon the
issuance of any new Security under this Section 3.6, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected
therewith.




(e)  Every new
Security issued pursuant to this Section 3.6 in lieu
of any mutilated, destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Securities duly issued
hereunder.




(f)  The
provisions of this Section 3.6 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.




SECTION
3.7.  Persons
Deemed Owners.




The
Company, the Trustee and any agent of the Company or the Trustee shall treat the
Person in whose name any Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any interest on such
Security and for all other purposes whatsoever, and neither the Company, the
Trustee nor any agent of the Company or the Trustee shall be affected by notice
to the contrary.




SECTION
3.8.  Cancellation.




All
Securities surrendered for payment, redemption, transfer or exchange shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee,
and any such Securities and Securities surrendered directly to the Trustee for
any such purpose shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder that the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly


27


canceled
by the Trustee. No Securities shall be authenticated in lieu of or in exchange
for any Securities canceled as provided in this Section 3.8, except
as expressly permitted by this Indenture. All canceled Securities shall be
disposed of by the Trustee in accordance with its customary practices and the
Trustee shall deliver to the Company a certificate of such
disposition.




SECTION
3.9.  Deferrals
of Interest Payment Dates.




(a)  So long
as no Event of Default pursuant to Sections 5.1(c),
(e), (f), (g) or (h) has occurred and
is continuing, the Company shall have the right, at any time and from time to
time during the term of the Security, to defer the payment of interest on the
Securities for a period of up to twenty (20) consecutive quarterly interest
payment periods (each such period, an “Extension Period”), during
which Extension Period(s), the Company shall have the right to make no payments
or partial payments of interest on any Interest Payment Date (except any
Additional Tax Sums that otherwise may be due and payable). No Extension Period
shall end on a date other than an Interest Payment Date and no Extension Period
shall extend beyond the Stated Maturity of the principal of the Securities. No
interest shall be due and payable during an Extension Period, except at the end
thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Increased Interest (to the
extent payment of such interest would be legally enforceable) from the dates on
which amounts would have otherwise been due and payable until paid or until
funds for the payment thereof have been made available for payment within
fifteen (15) days of the end of any such Extension Period, the Company shall pay
all interest then accrued and unpaid on the Securities together with such
Increased Interest. Prior to the termination of any such Extension Period, the
Company may extend such Extension Period and further defer the payment of
interest; provided,
that (i) all such previous and further extensions comprising such Extension
Period do not exceed twenty (20) consecutive quarterly interest payment periods,
(ii) no Extension Period shall end on a date other than an Interest Payment Date
and (iii) no Extension Period shall extend beyond the Stated Maturity of the
principal of the Securities. Upon the termination of any such Extension Period
and upon the payment of all accrued and unpaid interest and any Increased
Interest then due on any Interest Payment Date, the Company may elect to begin a
new Extension Period; provided, that (i) such
Extension Period does not exceed twenty (20) quarterly interest payment periods,
(ii) no Extension Period shall end on a date other than an Interest Payment
Date, (iii) no Extension Period shall extend beyond the Stated Maturity of the
principal of the Securities and (iv) no Event of Default pursuant to Sections 5.1(c),
(e), (f), (g) or (h) has occurred and
is continuing. The Company shall give the Trustee written notice of its election
to begin any such Extension Period no later than the close of business on the
fifteenth (15th) Business Day prior to the next succeeding Interest Payment Date
on which interest on the Securities would be payable but for such deferral. The
Trustee will forward such notice promptly to each holder of record of Trust
Preferred Securities.




(b)  In
connection with any such Extension Period, the Company shall be subject to the
restrictions set forth in Section
10.6(a).




SECTION
3.10.  Right
of Set-Off.




Notwithstanding
anything to the contrary herein, the Company shall have the right to set off any
payment it is otherwise required to make in respect of any Security to the
extent the Company has theretofore made, or is concurrently on the date of such
payment making, a payment under the Guarantee Agreement relating to such
Security or to a holder of Preferred Securities pursuant to an action undertaken
under Section
5.8 of this Indenture.


28




SECTION
3.11.  Agreed
Tax Treatment.




Each
Security issued hereunder shall provide that the Company and, by its acceptance
or acquisition of a Security or a beneficial interest therein, the Holder of,
and any Person that acquires a direct or indirect beneficial interest in, such
Security, intend and agree to treat such Security as indebtedness of the Company
for United States Federal, state and local tax purposes and to treat the
Preferred Securities (including but not limited to all payments and proceeds
with respect to the Preferred Securities) as an undivided beneficial ownership
interest in the Securities (and payments and proceeds therefrom, respectively)
for United States Federal, state and local tax purposes. The Company, by
entering into this Indenture, and each Holder, by acceptance of a Security,
agrees to treat the Securities for all purposes, including United States,
Federal and local tax purposes, as indebtedness of the Company. The provisions
of this Indenture shall be interpreted to further this intention and agreement
of the parties.




SECTION
3.12.  CUSIP
Numbers.




The
Company in issuing the Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption
and other similar or related materials as a convenience to Holders; provided, that any such
notice or other materials may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained
in any notice of redemption or other materials and that reliance may be placed
only on the other identification numbers printed on the Securities, and any such
redemption shall not be affected by any defect in or omission of such
numbers.




ARTICLE
IV









Satisfaction
and Discharge




SECTION
4.1.  Satisfaction
and Discharge of Indenture.




This
Indenture shall, upon Company Request, cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Securities
herein expressly provided for and as otherwise provided in this Section 4.1) and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture,
when




(a)  either




(i)  all
Securities theretofore authenticated and delivered (other than (A) Securities
that have been mutilated, destroyed, lost or stolen and that have been replaced
or paid as provided in Section 3.6 and (B)
Securities for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust as provided in Section 10.2) have
been delivered to the Trustee for cancellation; or




(ii)  all such
Securities not theretofore delivered to the Trustee for
cancellation




(A)
            have
      become due and payable, or




(B)
            will
      become due and payable at their Stated Maturity within one year of the
      date of deposit, or




29


(C)
            are
      to be called for redemption within one year under arrangements
      satisfactory to the Trustee for the giving of notice of redemption by the
      Trustee in the name, and at the expense, of the
  Company,




and the
Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for such purpose
(x) an amount in the currency or currencies in which the Securities are payable,
(y) Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than the due date of any payment, money in an amount or (z) a combination
thereof, in each case sufficient, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge the entire indebtedness on such
Securities not theretofore delivered to the Trustee for cancellation, for
principal and any premium and interest (including any Increased Interest) to the
date of such deposit (in the case of Securities that have become due and
payable) or to the Stated Maturity (or any date of principal repayment upon
early Maturity) or Redemption Date, as the case may be;




(b)  the
Company has paid or caused to be paid all other sums payable hereunder by the
Company; and




(c)  the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of this Indenture have been complied
with.




Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 6.6, the
obligations of the Company to any Authenticating Agent under Section 6.11 and, if
money shall have been deposited with the Trustee pursuant to subclause (a)(ii)
of this Section
4.1, the obligations of the Trustee under Section 4.2 and Section 10.2(e) shall
survive.




SECTION
4.2.  Application
of Trust Money.




Subject
to the provisions of Section 10.2(e), all
money deposited with the Trustee pursuant to Section 4.1 shall be
held in trust and applied by the Trustee, in accordance with the provisions of
the Securities and this Indenture, to the payment in accordance with Section 3.1, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest (including any Increased Interest)
for the payment of which such money or obligations have been deposited with or
received by the Trustee. Moneys held by the Trustee under this Section 4.2 shall not
be subject to the claims of holders of Senior Debt under Article
XII.




ARTICLE
V




Remedies




SECTION
5.1.  Events
of Default.




“Event of Default” means,
wherever used herein with respect to the Securities, any one of the following
events (whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):


30




(a)  default
in the payment of any interest upon any Security, including any Increased
Interest in respect thereof, when it becomes due and payable, and continuance of
such default for a period of thirty (30) days (subject to the deferral of any
due date in the case of an Extension Period); or




(b)  default
in the payment of the principal of or any premium on any Security at its
Maturity; or




(c)  default
in the payment of any interest upon any Security, including any Increased
Interest in respect thereof, following the nonpayment of any such interest for
twenty (20) or more consecutive quarterly interest payment periods;
or




(d)  default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture and continuance of such default or breach for a period of thirty
(30) days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least twenty five percent (25%) in aggregate principal amount of the Outstanding
Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;
or




(e)  the entry
by a court having jurisdiction in the premises of  a decree or order
adjudging the Company a bankrupt or insolvent, or approving as properly filed a
petition seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar official
of the Company or of any substantial part of its property, or ordering the
winding up or liquidation of its affairs, and the continuance of any such decree
or order for relief or any such other decree or order unstayed and in effect for
a period of sixty (60) consecutive days; or




(f)  the
institution by the Company of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by the Company to the institution of bankruptcy or
insolvency proceedings against it, or the filing by the Company of a petition or
answer or consent seeking reorganization or relief under any applicable Federal
or state bankruptcy, insolvency, reorganization or other similar law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or of any substantial part of its
property, or the making by it of an assignment for the benefit of creditors, or
the admission by it in writing of its inability to pay its debts generally as
they become due and its willingness to be adjudicated a bankrupt or insolvent,
or the taking of corporate action by the Company in furtherance of any such
action; or




(g)  either
(1) a court or administrative or governmental agency or body shall enter a
decree or order for the appointment of a receiver of a Major Bank Subsidiary or
all or substantially all of its property in any liquidation, insolvency or
similar proceeding, or (2) a Major Bank Subsidiary shall consent to the
appointment of a receiver for it or all or substantially all of its property in
any liquidation, insolvency or similar proceeding; or




(h)  the Trust
shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
business or otherwise terminated its existence, except in connection with (1)
the distribution of the Securities to holders of the Preferred Securities in
liquidation of their interests in the Trust, (2) the redemption of all of the
outstanding Preferred Securities or (3) certain mergers, consolidations or
amalgamations, each as and to the extent permitted by the Trust
Agreement.


31




The
Company shall deliver to the Trustee, within five (5) days of knowledge of an
Event of Default, written notice of any such event describing its status and
what action the Company is taking and proposes to take with respect thereto. For
purposes of this paragraph, knowledge of the Company means the actual knowledge
of an Administrative Trustee.




SECTION
5.2.  Acceleration
of Maturity; Rescission and Annulment.




(a)  If an
Event of Default pursuant to Sections 5.1(c),
(e), (f), (g) or (h) occurs and is
continuing, then and in every such case the Trustee or the Holders of not less
than twenty five percent (25%) in principal amount of the Outstanding Securities
may declare the principal amount of all the Securities to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), provided, that if, upon an Event of Default pursuant to Sections 5.1(c),
(e), (f), (g) or (h), the Trustee or
the Holders of not less than twenty five percent (25%) in principal amount of
the Outstanding Securities fail to declare the principal of all the Outstanding
Securities to be immediately due and payable, the holders of at least twenty
five percent (25%) in aggregate Liquidation Amount of the Preferred Securities
then outstanding shall have the right to make such declaration by a notice in
writing to the Property Trustee, the Company and the Trustee; and upon any such
declaration the principal amount of and the accrued interest (including any
Increased Interest) on all the Securities shall become immediately due and
payable.




(b)  At any
time after such a declaration of acceleration with respect to Securities has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in this Article V, the
Holders of a majority in principal amount of the Outstanding Securities, by
written notice to the Indenture Trustee, or the holders of a majority in
aggregate Liquidation Amount of the Preferred Securities, by written notice to
the Property Trustee, the Company and the Trustee, may rescind and annul such
declaration and its consequences if:




(i)  the
Company has paid or deposited with the Trustee a sum sufficient to
pay:




(A)
            all
      overdue installments of interest on all
  Securities,




(B)
            any
      accrued Increased Interest on all
Securities,




(C)
            the
      principal of and any premium on any Securities that have become due
      otherwise than by such declaration of acceleration and interest (including
      any Increased Interest) thereon at the rate borne by the Securities,
      and




(D)
            all
      sums paid or advanced by the Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Trustee, the
      Property Trustee and their agents and counsel;
  and




(ii)  all
Events of Default with respect to Securities, other than the non-payment of the
principal of Securities that has become due solely by such acceleration, have
been cured or waived as provided in Section
5.13;




provided, that if the Holders
of at least 25% of the Securities fail to annul such declaration and waive such
default, the holders of not less than a majority in aggregate Liquidation Amount
of the Preferred Securities then outstanding shall also have the right to
rescind and annul such declaration and its consequences by written notice to the
Property Trustee, the Company and the Trustee, subject to the satisfaction of
the conditions set forth in paragraph (b) of this Section 5.2. No such
rescission shall affect any subsequent default or impair any right consequent
thereon.


32




SECTION
5.3.  Collection
of Indebtedness and Suits for Enforcement by Trustee.




(a)  The
Company covenants that if:




(i)  default
is made in the payment of any installment of interest (including any Increased
Interest) on any Security when such interest becomes due and payable and such
default continues for a period of thirty (30) days, or




(ii)  default
is made in the payment of the principal of and any premium on any Security at
the Maturity thereof,




the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of
the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest (including any Increased
Interest) and, in addition thereto, all amounts owing the Trustee under Section
6.6.




(b)  If the
Company fails to pay such amounts forthwith upon such demand, the Trustee, in
its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Company or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon the Securities, wherever
situated.




(c)  If an
Event of Default with respect to Securities occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and the
rights of the Holders of Securities by such appropriate judicial proceedings as
the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy or legal or equitable right vested in the Trustee by
this Indenture or by law.




SECTION
5.4.  Trustee
May File Proofs of Claim.




In case
of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or similar judicial proceeding relative to
the Company (or any other obligor upon the Securities), its property or its
creditors, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized hereunder in
order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to first pay to the Trustee any amount due it
for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts owing the Trustee, any
predecessor Trustee and other Persons under Section
6.6.




SECTION
5.5.  Trustee
May Enforce Claim Without Possession of Securities.




All
rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any


33


recovery
of judgment shall, subject to Article XII and after
provision for the payment of all the amounts owing the Trustee, any predecessor
Trustee and other Persons under Section 6.6, be for
the ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.




SECTION
5.6.  Application
of Money Collected.




Any money
or property collected or to be applied by the Trustee with respect to the
Securities pursuant to this Article V shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money or property on account of principal or
any premium or interest (including any Increased Interest), upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:




FIRST: To
the payment of all amounts due the Trustee, any predecessor Trustee and other
Persons under Section
6.6;




SECOND:
To the payment of all Senior Debt of the Company if and to the extent required
by Article
XII.




THIRD:  Subject
to Article XII,
to the payment of the amounts then due and unpaid upon the Securities for
principal and any premium and interest (including any Increased Interest) in
respect of which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to the amounts
due and payable on the Securities for principal and any premium and interest
(including any Increased Interest), respectively; and




FOURTH:
The balance, if any, to the Person or Persons entitled thereto.




SECTION
5.7.  Limitation
on Suits.




Subject
to Section 5.8,
no Holder of any Securities shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture or for the appointment of
a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
similar official) or for any other remedy hereunder, unless:




(a)  such
Holder has previously given written notice to the Trustee of a continuing Event
of Default with respect to the Securities;




(b)  the
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities shall have made written request to the Trustee to
institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;




(c)  such
Holder or Holders have offered to the Trustee reasonable indemnity against the
costs, expenses and liabilities to be incurred in compliance with such
request;




(d)  the
Trustee after its receipt of such notice, request and offer of indemnity has
failed to institute any such proceeding for sixty (60) days; and




(e)  no
direction inconsistent with such written request has been given to the Trustee
during such sixty (60)-day period by the Holders of a majority in aggregate
principal amount of the Outstanding Securities;




it being
understood and intended that no one or more of such Holders shall have any right
in any manner whatever by virtue of, or by availing itself of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders
of Securities, or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all such
Holders.


34




SECTION
5.8.  Unconditional
Right of Holders to Receive Principal, Premium and Interest; Direct Action by
Holders of Preferred Securities.




Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the
right, which is absolute and unconditional, to receive payment of the principal
of and any premium on such Security at its Maturity and payment of interest
(including any Increased Interest) on such Security when due and payable and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder. Any registered holder of the
Preferred Securities shall have the right, upon the occurrence of an Event of
Default described in Section 5.1(a), Section 5.1(b) or
Section 5.1(c),
to institute a suit directly against the Company for enforcement of payment to
such holder of principal of and any premium and interest (including any
Increased Interest) on the Securities having a principal amount equal to the
aggregate Liquidation Amount of the Preferred Securities held by such
holder.




SECTION
5.9.  Restoration
of Rights and Remedies.




If the
Trustee, any Holder or any holder of Preferred Securities has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee, such Holder or such holder of Preferred
Securities, then and in every such case the Company, the Trustee, such Holders
and such holder of Preferred Securities 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 Trustee, such
Holder and such holder of Preferred Securities shall continue as though no such
proceeding had been instituted.




SECTION
5.10.  Rights
and Remedies Cumulative.




Except as
otherwise provided in Section 3.6(f), no
right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.




SECTION
5.11.  Delay
or Omission Not Waiver.




No delay
or omission of the Trustee, any Holder of any Securities or any holder of any
Preferred Security to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article V
or by law to the Trustee or to the Holders and the right and remedy given to the
holders of Preferred Securities by Section 5.8 may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee, the Holders or the holders of Preferred Securities, as the case may
be.


35




SECTION
5.12.  Control
by Holders.




The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities (or, as the case may be, the holders of a majority in
aggregate Liquidation Amount of the Preferred Securities) shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee; provided,
that:




(a)  such
direction shall not be in conflict with any rule of law or with this
Indenture,




(b)  the
Trustee may take any other action deemed proper by the Trustee that is not
inconsistent with such direction, and




(c)  subject
to the provisions of Section 6.2, the
Trustee shall have the right to decline to follow such direction if a
Responsible Officer or Officers of the Trustee shall, in good faith, reasonably
determine that the proceeding so directed would be unjustly prejudicial to the
Holders not joining in any such direction or would involve the Trustee in
personal liability.




SECTION
5.13.  Waiver
of Past Defaults.




(a)  The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Securities and the holders of not less than a majority in aggregate
Liquidation Amount of the Preferred Securities may waive any past Event of
Default hereunder and its consequences except an Event of Default:




(i)  in the
payment of the principal of or any premium or interest (including any Increased
Interest) on any Security (unless such Event of Default has been cured and the
Company has paid to or deposited with the Trustee a sum sufficient to pay all
installments of interest (including any Increased Interest) due and past due and
all principal of and any premium on all Securities due otherwise than by
acceleration), or




(ii)  in
respect of a covenant or provision hereof that under Article IX cannot be
modified or amended without the consent of each Holder of any Outstanding
Security.




(b)  Any such
waiver shall be deemed to be on behalf of the Holders of all the Securities or,
in the case of a waiver by holders of Preferred Securities issued by such Trust,
by all holders of Preferred Securities.




(c)  Upon any
such waiver, such Event of Default shall cease to exist and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereon.




SECTION
5.14.  Undertaking
for Costs.




All
parties to this Indenture agree, and each Holder of any Security by his or her
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.14 shall


36


not apply
to any suit instituted by the Trustee, to any suit instituted by any Holder, or
group of Holders, holding in the aggregate more than ten percent (10%) in
aggregate principal amount of the Outstanding Securities, or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
or any premium on the Security after the Stated Maturity or any interest
(including any Increased Interest) on any Security after it is due and
payable.




SECTION
5.15.  Waiver
of Usury, Stay or Extension Laws.




The
Company covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.




ARTICLE
VI









The
Trustee




SECTION
6.1.  Corporate
Trustee Required.




There
shall at all times be a Trustee hereunder with respect to the Securities. The
Trustee must satisfy the requirements of TIA §310(a). The Trustee shall be a
corporation organized and doing business under the laws of the United States or
of any state thereof, authorized to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000, subject to supervision or
examination by Federal or state authority and having an office within the United
States, and rated at least A-1 by Standard & Poor’s Corporation and P-1 by
Moody’s Investors Services. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of such supervising or
examining authority, then, for the purposes of this Section 6.1, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.1, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article
VI.




SECTION
6.2.  Representations
and Warranties of the Trustee.




The
Trustee, on behalf of and as to itself, hereby represents and warrants for the
benefit of the Company and the Holders of the Securities that:




(a)  the
Trustee has full corporate power, authority and legal right to execute, deliver
and perform its obligations under this Indenture and has taken all necessary
action to authorize the execution, delivery and performance by it of this
Indenture;




(b)  the
Trustee is a Delaware banking corporation, duly organized with trust powers,
validly existing and in good standing under the laws of the State of Delaware
and with its principal place of business in the State of Delaware;


37




(c)  the
Trustee has full corporate power, authority and legal right to execute, deliver
and perform its obligations under this Indenture and has taken all necessary
action to authorize the execution, delivery and performance by it of this
Indenture;




(d)  this
Indenture has been duly authorized, executed and delivered by the Trustee and
constitutes the legal, valid and binding agreement of the Trustee enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
insolvency and 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 Indenture have been duly authorized
by all necessary corporate or other action on the part of the Trustee and do not
require any approval of stockholders of the Trustee and such execution, delivery
and performance will not (i) violate the Charter or By-laws of the Trustee or
(ii) violate any applicable law, governmental rule or regulation of the United
States or the State of Delaware, as the case may be, governing the banking and
trust powers of the Trustee or any order, judgment or decree applicable to the
Trustee;




(f)  neither
the authorization, execution or delivery by the Trustee of this Indenture nor
the consummation of any of the transactions by the Trustee contemplated herein
requires the consent or approval of, the giving of notice to, the registration
with or the taking of any other action with respect to any governmental
authority or agency under any existing law of the United States or the State of
Delaware governing the banking and trust powers of the Trustee; and




(g)  to the
best of the Trustee’s knowledge, there are no proceedings pending or threatened
against or affecting the Trustee in any court or before any governmental
authority, agency or arbitration board or tribunal that, individually or in the
aggregate, would materially and adversely affect the Trustee or would question
the right, power and authority of the Trustee, as the case may be, to enter into
or perform its obligations as a Trustee under this Indenture.









SECTION
6.3.  Certain
Duties and Responsibilities.




(a)  Except
during the continuance of an Event of Default:




(i)  the
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee;
and




(ii)  in the
absence of bad faith on its part, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; provided, that in the case of
any such certificates or opinions that by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they substantially conform on their
face to the requirements of this Indenture.




(b)  If an
Event of Default known to the Trustee has occurred and is continuing, the
Trustee shall, prior to the receipt of directions, if any, from the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
(or, if applicable, from the holders of a majority in aggregate Liquidation
Amount of the Preferred Securities), exercise such of


38


the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.




(c)  Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee 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 against such risk or liability is
not reasonably assured to it. Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section 6.3. To the
extent that, at law or in equity, the Trustee has duties and liabilities
relating to the Holders, the Trustee shall not be liable to any Holder for the
Trustee’s good faith reliance on the provisions of this Indenture. The
provisions of this Indenture, to the extent that they restrict the duties and
liabilities of the Trustee otherwise existing at law or in equity, are agreed by
the Company and the Holders to replace such other duties and liabilities of the
Trustee.




(d)  No
provisions of this Indenture shall be construed to relieve the Trustee from
liability with respect to matters that are within the authority of the Trustee
under this Indenture for its own negligent action, negligent failure to act or
willful misconduct, except that:




(i)  the
Trustee shall not be liable for any error or judgment made in good faith by an
authorized officer of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;




(ii)  the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of at
least a majority in aggregate principal amount of the Outstanding Securities
(or, if applicable, from the holders of a majority in aggregate Liquidation
Amount of the Preferred Securities), relating to the time, method and place of
conducting any proceeding for any remedy available to the Trustee under this
Indenture; and




(iii)  the
Trustee shall be under no liability for interest on any money received by it
hereunder and money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law.




(e)  Every
provision of this Indenture relating to the conduct or affecting the liabilities
of, or affording protection to, the Indenture Trustee shall be subject to the
provisions of this Section and to the provisions of the TIA.




SECTION
6.4.  Notice
of Defaults.




Within
ninety (90) days after the occurrence of any default actually known to the
Trustee, the Trustee shall give the Holders notice of such default unless such
default shall have been cured or waived; provided, that except in the
case of a default in the payment of the principal of or any premium or interest
on any Securities, the Trustee shall be fully protected in withholding the
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determines that withholding the notice is in the interest of holders of
Securities; and provided, further, that in the case of
any default of the character specified in Section 5.1(d), no


39


such
notice to Holders shall be given until at least thirty (30) days after the
occurrence thereof. For the purpose of this Section 6.4, the term
“default” means any event which is, or after notice or lapse of time or both
would become, an Event of Default.




SECTION
6.5.  Certain
Rights of Trustee.




Subject
to the provisions of Section
6.3:




(a)  the
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting in good faith and in accordance with the terms hereof
upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;




(b)  if (i) in
performing its duties under this Indenture the Trustee is required to decide
between alternative courses of action, (ii) in construing any of the provisions
of this Indenture the Trustee finds ambiguous or inconsistent with any other
provisions contained herein or (iii) the Trustee is unsure of the application of
any provision of this Indenture, then, except as to any matter as to which the
Holders are entitled to decide under the terms of this Indenture, the Trustee
shall deliver a notice to the Company requesting the Company’s written
instruction as to the course of action to be taken and the Trustee shall take
such action, or refrain from taking such action, as the Trustee shall be
instructed in writing to take, or to refrain from taking, by the Company; provided, that if the Trustee
does not receive such instructions from the Company within ten Business Days
after it has delivered such notice or such reasonably shorter period of time set
forth in such notice the Trustee may, but shall be under no duty to, take such
action, or refrain from taking such action, as the Trustee shall deem advisable
and in the best interests of the Holders, in which event the Trustee shall have
no liability except for its own negligence, bad faith or willful
misconduct;




(c)  any
request or direction of the Company shall be sufficiently evidenced by a Company
Request or Company Order and any resolution of the Board of Directors may be
sufficiently evidenced by a Board Resolution;




(d)  the
Trustee may consult with counsel (which counsel may be counsel to the Trustee,
the Company or any of its Affiliates, and may include any of its employees) and
the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon;




(e)  the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request or direction of any of the Holders
or any holder of Preferred Securities pursuant to this Indenture, unless such
Holders (or such holders of Preferred Securities) shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs,
expenses (including reasonable attorneys’ fees and expenses) and liabilities
that might be incurred by it in compliance with such request or direction,
including reasonable advances as may be requested by the Trustee;




(f)  the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, indenture, note or other paper
or document, but the Trustee in its discretion may make such inquiry or
investigation into such facts or matters as it may see fit, and, if the Trustee
shall determine to make such inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, personally or by agent
or attorney;


40




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




(h)  whenever
in the administration of this Indenture the Trustee shall deem it desirable to
receive instructions with respect to enforcing any remedy or right or taking any
other action with respect to enforcing any remedy or right hereunder, the
Trustee (i) may request instructions from the Holders (which instructions may
only be given by the Holders of the same aggregate principal amount of
Outstanding Securities as would be entitled to direct the Trustee under this
Indenture in respect of such remedy, right or action), (ii) may refrain from
enforcing such remedy or right or taking such action until such instructions are
received and (iii) shall be protected in acting in accordance with such
instructions;




(i)  except as
otherwise expressly provided by this Indenture, the Trustee shall not be under
any obligation to take any action that is discretionary under the provisions of
this Indenture;




(j)  without
prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with any
bankruptcy, insolvency or other proceeding referred to in clauses (e) or (f) of
the definition of Event of Default, such expenses (including legal fees and
expenses of its agents and counsel) and the compensation for such services are
intended to constitute expenses of administration under any bankruptcy laws or
law relating to creditors rights generally;




(k)  whenever
in the administration of this Indenture the Trustee shall deem it desirable that
a matter be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein specifically
prescribed) may, in the absence of bad faith on its part, conclusively rely upon
an Officers’ Certificate addressing such matter, which, upon receipt of such
request, shall be promptly delivered by the Company;




(l)  the
Trustee shall not be charged with knowledge of any default or Event of Default
unless either (i) a Responsible Officer of the Trustee shall have actual
knowledge or (ii) the Trustee shall have received written notice thereof from
the Company or a Holder; and




(m)  in the
event that the Trustee is also acting as Paying Agent, Authenticating Agent or
Securities Registrar hereunder, the rights and protections afforded to the
Trustee pursuant to this Article VI shall also
be afforded such Paying Agent, Authenticating Agent, or Securities
Registrar.




SECTION
6.6.  May
Hold Securities.




The
Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of Securities and may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Securities Registrar or such other
agent.




SECTION
6.7.  Compensation;
Reimbursement; Indemnity.




(a)  The
Company agrees




(i)  to pay to
the Trustee from time to time reasonable compensation for all services rendered
by it hereunder in such amounts as the Company and the Trustee shall agree 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);


41




(ii)  to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any provision of this Indenture (including the reasonable compensation and the
expenses and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence, bad faith or
willful misconduct; and




(iii)  to the
fullest extent permitted by applicable law, to indemnify the Trustee (including
in its individual capacity) and its Affiliates, and their officers, directors,
shareholders, agents, representatives and employees for, and to hold them
harmless against, any loss, damage, liability, tax (other than income, franchise
or other taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty,
expense, suit or claim of any kind or nature whatsoever incurred without
negligence, bad faith or willful misconduct on its part arising out of or in
connection with the acceptance or administration of this trust or the
performance of the Trustee’s duties hereunder, including the advancement of
funds to cover the costs and expenses of defending itself against any claim or
liability in connection with the exercise or performance of any of its powers or
duties hereunder.




(b)  The
obligations of the Company under this Section 6.7 shall
survive the satisfaction and discharge of this Indenture and the earlier
resignation or removal of the Trustee.




(c)  In no
event shall the Trustee be liable for any failure or delay in the performance of
its obligations hereunder because of circumstances beyond its control,
including, but not limited to, acts of God, flood, war (whether declared or
undeclared), terrorism, fire, riot, embargo, government action, including any
laws, ordinances, regulations, governmental action or the like which delay,
restrict or prohibit the providing of the services contemplated by this
Indenture.




SECTION
6.8.  Resignation
and Removal; Appointment of Successor.




(a)  No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article VI shall
become effective until the acceptance of appointment by the successor Trustee
under Section
6.9.




(b)  The
Trustee may resign at any time by giving written notice thereof to the
Company.




(c)  Unless an
Event of Default shall have occurred and be continuing, the Trustee may be
removed at any time by the Company by a Board Resolution.  The Trustee
may be removed at any time by Act of the Holders of a majority in aggregate
principal amount of the Outstanding Securities, delivered to the Trustee and to
the Company. Notwithstanding the foregoing, the Company shall remove the Trustee
if: (i) the Trustee fails to meet the eligibility requirements in Section 6.1;
(ii) the Trustee is insolvent or takes steps toward voluntary bankruptcy; or
(iii) the Trustee otherwise becomes incapable of acting under the terms of this
Indenture.




(d)  If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy
shall occur in the office of Trustee for any reason, at a time when no Event of
Default shall have occurred and be continuing, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee, and such successor
Trustee and the retiring Trustee shall comply with the applicable requirements
of Section 6.9.
If the Trustee shall resign, be removed or become incapable of acting, or if a
vacancy shall occur in the office of Trustee for any reason, at a time when an
Event of Default shall have occurred and be continuing, the Holders, by Act of
the Holders of a majority in aggregate principal amount of the Outstanding


42


Securities,
shall promptly appoint a successor Trustee, and such successor Trustee and the
retiring Trustee shall comply with the applicable requirements of Section 6.9. If no
successor Trustee shall have been so appointed by the Company or the Holders and
accepted appointment within sixty (60) days after the giving of a notice of
resignation by the Trustee or the removal of the Trustee in the manner required
by Section 6.9,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of such Holder and all others similarly situated, and any
resigning Trustee may, at the expense of the Company, petition any court of
competent jurisdiction for the appointment of a successor Trustee.




(e)  The
Company shall give notice to all Holders in the manner provided in Section 1.6 of each
resignation and each removal of the Trustee and each appointment of a successor
Trustee.  Each notice shall include the name of the successor Trustee
and the address of its Corporate Trust Office.




SECTION
6.9.  Acceptance
of Appointment by Successor.




(a)  In case
of the appointment hereunder of a successor Trustee, each successor Trustee so
appointed shall execute, acknowledge and deliver to the Company and to the
retiring Trustee an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, trusts and duties of the retiring Trustee;
but, on the request of the Company or the successor Trustee, such retiring
Trustee shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts of the
retiring Trustee and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee
hereunder.




(b)  Upon
request of any such successor Trustee, the Company shall execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor Trustee all rights, powers and trusts referred to in paragraph (a) of
this Section
6.9.




(c)  No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article
VI.




SECTION
6.10.  Merger,
Conversion, Consolidation or Succession to Business.




Any
Person into which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding to
all or substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, without the execution or filing of
any paper or any further act on the part of any of the parties hereto, provided, that such Person
shall be otherwise qualified and eligible under this Article VI. In case
any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation or as
otherwise provided above in this Section 6.10 to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated, and in case any Securities shall not have been authenticated,
any successor to the Trustee may authenticate such Securities either in the name
of any predecessor Trustee or in the name of such successor Trustee, and in all
cases the certificate of authentication shall have the full force which it is
provided anywhere in the Securities or in this Indenture that the certificate of
the Trustee shall have.


43




SECTION
6.11.  Not
Responsible for Recitals or Issuance of Securities.




The
recitals contained herein and in the Securities, except the Trustee’s
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of the Securities or the proceeds thereof.




SECTION
6.12.  Appointment
of Authenticating Agent.




(a)  The
Trustee may appoint an Authenticating Agent or Agents with respect to the
Securities, which shall be authorized to act on behalf of the Trustee to
authenticate Securities issued upon original issue and upon exchange,
registration of transfer or partial redemption thereof or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the United
States of America, or of any State or Territory thereof or the District of
Columbia, authorized under such laws to act as Authenticating Agent, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or state authority. If such Authenticating
Agent publishes reports of condition at least annually pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section
6.12 the combined capital and surplus of such Authenticating Agent shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section 6.12, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section
6.12.




(b)  Any
Person into which an Authenticating Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which such Authenticating Agent shall be a party,
or any Person succeeding to all or substantially all of the corporate trust
business of an Authenticating Agent shall be the successor Authenticating Agent
hereunder, provided such Person shall be otherwise eligible under this Section 6.12, without
the execution or filing of any paper or any further act on the part of the
Trustee or the Authenticating Agent.




(c)  An
Authenticating Agent may resign at any time by giving written notice thereof to
the Trustee and to the Company. The Trustee may at any time terminate the agency
of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.12, the
Trustee may appoint a successor Authenticating Agent eligible under the
provisions of this Section 6.12, which
shall be acceptable to the Company, and shall give notice of such appointment to
all Holders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers and duties
of its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent.


44




(d)  The
Company agrees to pay to each Authenticating Agent from time to time reasonable
compensation for its services under this Section 6.12 in such
amounts as the Company and the Authenticating Agent shall agree from time to
time.




(e)  If an
appointment of an Authenticating Agent is made pursuant to this Section 6.12, the
Securities may have endorsed thereon, in addition to the Trustee’s certificate
of authentication, an alternative certificate of authentication in the following
form:




This
represents Securities designated therein and referred to in the within mentioned
Indenture.




Dated:




WILMINGTON
TRUST COMPANY, not in its individual capacity, but solely as
Trustee







Authenticating
Agent




By:_________________________




Authorized Officer







ARTICLE
VII




Holders’
Lists and Reports by Trustee and Company




SECTION
7.1.  Company
to Furnish Trustee Names and Addresses of Holders.




The
Company will furnish or cause to be furnished to the Trustee:




(a)  semi-annually,
on or before June 30 and December 31 of each year, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders as of
a date not more than fifteen (15) days prior to the delivery thereof,
and




(b)  at such
other times as the Trustee may request in writing, within thirty (30) days after
the receipt by the Company of any such request, a list of similar form and
content as of a date not more than fifteen (15) days prior to the time such list
is furnished, in each case to the extent such information is in the possession
or control of the Company and has not otherwise been received by the Trustee in
its capacity as Securities Registrar.




SECTION
7.2.  Preservation
of Information, Communications to Holders.




(a)  The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as provided in Section 7.1 and the
names and addresses of Holders received by the Trustee in its capacity as
Securities Registrar. The Trustee may destroy any list furnished to it as
provided in Section
7.1 upon receipt of a new list so furnished.


45




(b)  The
rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Securities, and the corresponding rights and
privileges of the Trustee, shall be as provided in the Trust Indenture
Act.




(c)  Every
Holder of Securities, by receiving and holding the same, agrees with the Company
and the Trustee that neither the Company nor the Trustee nor any agent of either
of them shall be held accountable by reason of the disclosure of information as
to the names and addresses of the Holders made pursuant to the Trust Indenture
Act.




SECTION
7.3.  Reports
by Company and Trustee.




(a)  The
Company shall furnish to the Holders and to prospective purchasers of
Securities, upon their request, the information required to be furnished
pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall furnish
to the Trustee and, so long as the Property Trustee holds any of the Securities,
the Company shall furnish to the Property Trustee, (i) reports on Federal
Reserve form FR Y-9C, FR Y-9LP and FR Y-6 promptly following their filing with
the Federal Reserve, or (ii) if at such time the Company is no longer required
to file the reports set forth in (i) above, such other similar reports as the
Company may be required to file at such time with the Company’s primary federal
banking regulator promptly following their filing with such banking
regulator.




(b)  The
Company shall furnish to (i) the Holders and to subsequent holders of
Securities, (ii) any beneficial owner of the Securities reasonably identified to
the Company (which identification may be made by such beneficial owner) and
(iii) any designee of (i) or (ii) above (collectively, the “Report Recipients”),
a duly completed and executed certificate in the form attached hereto as Exhibit A, including
the financial statements referenced in such Exhibit, which certificate and
financial statements shall be so furnished by the Company not later than forty
five (45) days after the end of each of the first three fiscal quarters of each
fiscal year of the Company and not later than ninety (90) days after the end of
each fiscal year of the Company.




(c)           The
Report Recipients agree to hold all information contained in any financial
statements provided to them pursuant to this Section 7.3 which are
not filed with or furnished to the Commission through EDGAR or otherwise
made publicly available by the Company (“Confidential Financial Statements”), in
confidence and will not directly or indirectly, transfer, publish or disclose
any such information, to any other person or entity without the prior written
consent of the Company, except and only to the extent as may be required by law
or judicial process (in which case the Report Recipients shall provide notice of
such compelled disclosure to the Company prior to (or, in the case of an on-site
governmental authority or agency examination, to the extent practicable) such
disclosure); provided that the Report Recipients shall be permitted to use such
information for the purpose of preparing and disclosing aggregate information
that is not specific to the Company. The Company agrees to promptly provide such
Confidential Financial Statements to a prospective purchaser of the Securities
who expressly agrees (orally or in writing) to maintain its confidentiality. The
Company shall place a conspicuous legend as to confidentiality on any
Confidential Financial Statements made available hereunder.




ARTICLE
VIII




Consolidation,
Merger, Conveyance, Transfer or Lease




SECTION
8.1.  Company
May Consolidate, Etc., Only on Certain Terms.




The
Company shall not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, and no


46


Person
shall consolidate with or merge into the Company or convey, transfer or lease
its properties and assets substantially as an entirety to the Company,
unless:




(a)  if the
Company shall consolidate with or merge into another Person or convey, transfer
or lease its properties and assets substantially as an entirety to any Person,
the entity formed by such consolidation or into which the Company is merged or
the Person that acquires by conveyance or transfer, or that leases, the
properties and assets of the Company substantially as an entirety shall be an
entity organized and existing under the laws of the United States of America or
any State or Territory thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest (including any
Increased Interest) on all the Securities and the performance of every covenant
of this Indenture on the part of the Company to be performed or
observed;




(b)  immediately
after giving effect to such transaction, no Event of Default, and no event that,
after notice or lapse of time, or both, would constitute an Event of Default,
shall have happened and be continuing; and




(c)  the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such consolidation, merger, conveyance, transfer or
lease and, if a supplemental indenture is required in connection with such
transaction, any such supplemental indenture comply with this Article VIII and that
all conditions precedent herein provided for relating to such transaction have
been complied with; and the Trustee may rely upon such Officers’ Certificate and
Opinion of Counsel as conclusive evidence that such transaction complies with
this Section
8.1.




SECTION
8.2.  Successor
Company Substituted.




(a)  Upon any
consolidation or merger by the Company with or into any other Person, or any
conveyance, transfer or lease by the Company of its properties and assets
substantially as an entirety to any Person in accordance with Section 8.1 and the
execution and delivery to the Trustee of the supplemental indenture described in
Section 8.1(a),
the successor entity formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein; and in the event of any such conveyance or
transfer, following the execution and delivery of such supplemental indenture,
the Company shall be discharged from all obligations and covenants under the
Indenture and the Securities.




(b)  Such
successor Person may cause to be executed, and may issue either in its own name
or in the name of the Company, any or all of the Securities issuable hereunder
that theretofore shall not have been signed by the Company and delivered to the
Trustee; and, upon the order of such successor Person instead of the Company and
subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee shall authenticate and shall deliver any Securities that
previously shall have been signed and delivered by the officers of the Company
to the Trustee for authentication, and any Securities that such successor Person
thereafter shall cause to be executed and delivered to the Trustee on its
behalf. All the Securities so issued shall in all respects have the same legal
rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture.




(c)  In case
of any such consolidation, merger, sale, conveyance or lease, such changes in
phraseology and form may be made in the Securities thereafter to be issued as
may be appropriate to reflect such occurrence.


47




ARTICLE
IX




Supplemental
Indentures




SECTION
9.1.  Supplemental
Indentures without Consent of Holders.




Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
for any of the following purposes:




(a)  to
evidence the succession of another Person to the Company, and the assumption by
any such successor of the covenants of the Company herein and in the Securities;
or




(b)  to cure
any ambiguity, to correct or supplement any provision herein that may be
defective or inconsistent with any other provision herein, or to make or amend
any other provisions with respect to matters or questions arising under this
Indenture, which shall not be inconsistent with the other provisions of this
Indenture, provided,
that such action pursuant to this clause (b) shall not adversely affect in any
material respect the interests of any Holders or the holders of the Preferred
Securities; or




(c)  to add to
the covenants, restrictions or obligations of the Company or to add to the
Events of Default, provided, that such action
pursuant to this clause (c) shall not adversely affect in any material respect
the interests of any Holders or the holders of the Preferred Securities;
or




(d)  to
modify, eliminate or add to any provisions of the Indenture or the Securities to
such extent as shall be necessary to ensure that the Securities are treated as
indebtedness of the Company for United States Federal income tax purposes, provided, that such action
pursuant to this clause (d) shall not adversely affect in any material respect
the interests of any Holders or the holders of the Preferred
Securities.




SECTION
9.2.  Supplemental
Indentures with Consent of Holders.




(a)  With the
consent of the Holders of not less than a majority in aggregate principal amount
of the Outstanding Securities, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities under this Indenture; provided, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security,




(i)  change
the Stated Maturity of the principal or any premium of any Security or change
the date of payment of any installment of interest (including any Increased
Interest) on any Security, or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof or change
the place of payment where, or the coin or currency in which, any Security or
interest thereon is payable, or restrict or impair the right to institute suit
for the enforcement of any such payment on or after such date, or




(ii)  reduce
the percentage in aggregate principal amount of the Outstanding Securities, the
consent of whose Holders is required for any such supplemental indenture, or the
consent of whose Holders is required for any waiver of compliance with any
provision of this Indenture or of defaults hereunder and their consequences
provided for in this Indenture, or


48




(iii)  modify
any of the provisions of this Section 9.2, Section 5.13 or Section 10.7, except
to increase any percentage in aggregate principal amount of the Outstanding
Securities, the consent of whose Holders is required for any reason, or to
provide that certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Security;




provided, further, that, so
long as any Preferred Securities remain outstanding, no amendment under this
Section 9.2
shall be effective until the holders of a majority in Liquidation Amount of the
Trust Securities shall have consented to such amendment; provided, further, that if
the consent of the Holder of each Outstanding Security is required for any
amendment under this Indenture, such amendment shall not be effective until the
holder of each Outstanding Trust Security shall have consented to such
amendment.




(b)  It shall
not be necessary for any Act of Holders under this Section 9.2 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.




SECTION
9.3.  Execution
of Supplemental Indentures.




In
executing or accepting the additional trusts created by any supplemental
indenture permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Trustee shall
be entitled to receive, and shall be fully protected in conclusively relying
upon, an Officers’ Certificate and an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture, and that all conditions precedent herein provided for relating to
such action have been complied with. The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture that affects the Trustee’s own
rights, duties, indemnities or immunities under this Indenture or otherwise.
Copies of the final form of each supplemental indenture shall be delivered by
the Trustee at the expense of the Company to each Holder, and, if the Trustee is
the Property Trustee, to each holder of Preferred Securities, promptly after the
execution thereof.




SECTION
9.4.  Effect
of Supplemental Indentures.




Upon the
execution of any supplemental indenture under this Article IX, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.




SECTION
9.5.  Reference
in Securities to Supplemental Indentures.




Securities
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and
shall if required by the Company, bear a notation in form approved by the
Company as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities so modified as to conform, in the
opinion of the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities.


49




ARTICLE
X




Covenants




SECTION
10.1.  Payment
of Principal, Premium and Interest.




The
Company covenants and agrees for the benefit of the Holders of the Securities
that it will duly and punctually pay the principal of and any premium and
interest (including any Increased Interest) on the Securities in accordance with
the terms of the Securities and this Indenture.




SECTION
10.2.  Money
for Security Payments to be Held in Trust.




(a)  If the
Company shall at any time act as its own Paying Agent with respect to the
Securities, it will, on or before each due date of the principal of and any
premium or interest (including any Increased Interest) on the Securities,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium or interest (including
Increased Interest) so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided, and will promptly notify
the Trustee in writing of its failure so to act.




(b)  Whenever
the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m.,
New York City time, on each due date of the principal of or any premium or
interest (including any Increased Interest) on any Securities, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided in the Trust Indenture Act and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its failure so to
act.




(c)  The
Company will cause each Paying Agent for the Securities other than the Trustee
to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section 10.2, that
such Paying Agent will (i) comply with the provisions of this Indenture and the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities) in the making of any payment in respect of the Securities, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the
Securities.




(d)  The
Company may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
terms as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such
money.




(e)  Any money
deposited with the Trustee or any Paying Agent, or then held by the Company in
trust for the payment of the principal of and any premium or interest (including
any Increased Interest) on any Security and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall (unless otherwise required by mandatory provision of applicable escheat or
abandoned or unclaimed property law) be paid on Company Request to the Company,
or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be
discharged from such trust; and the Holder of such Security shall thereafter, as
an unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, that
the Trustee or such Paying Agent, before being required to make any such
repayment, may at the


50


expense
of the Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in California, the city of San Diego, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
thirty (30) days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.




SECTION
10.3.  Statement
as to Compliance.




The
Company shall deliver to the Trustee, within one hundred and twenty (120) days
after the end of each fiscal year of the Company ending after the date hereof,
an Officers’ Certificate (substantially in the form attached hereto as Exhibit B) covering
the preceding fiscal year, stating whether or not to the knowledge of the
signers thereof the Company is in default in the performance or observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder), and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.




SECTION
10.4.  [Section
Intentionally Left Blank].




SECTION
10.5.  Additional
Tax Sums.




So long
as no Event of Default has occurred and is continuing, if (a) the Trust is the
Holder of all of the Outstanding Securities and (b) a Tax Event described in
clause (i) or (iii) in the definition of Tax Event in Section 1.1 hereof
has occurred and is continuing, the Company shall pay to the Trust (and its
permitted successors or assigns under the related Trust Agreement) for so long
as the Trust (or its permitted successor or assignee) is the registered holder
of the Outstanding Securities, such amounts as may be necessary in order that
the amount of Distributions (including any Increased Interest (as defined in the
Trust Agreement)) then due and payable by the Trust on the Preferred Securities
and Common Securities that at any time remain outstanding in accordance with the
terms thereof shall not be reduced as a result of any Additional Taxes arising
from such Tax Event (additional such amounts payable by the Company to the
Trust, the “Additional Tax
Sums”). Whenever in this Indenture or the Securities there is a reference
in any context to the payment of principal of or interest on the Securities,
such mention shall be deemed to include mention of the payments of the
Additional Tax Sums provided for in this Section 10.5 to the
extent that, in such context, Additional Tax Sums are, were or would be payable
in respect thereof pursuant to the provisions of this Section 10.5 and
express mention of the payment of Additional Tax Sums (if applicable) in any
provisions hereof shall not be construed as excluding Additional Tax Sums in
those provisions hereof where such express mention is not made; provided, that the deferral
of the payment of interest pursuant to Section 3.9 on the
Securities shall not defer the payment of any Additional Tax Sums that may be
due and payable.




SECTION
10.6.  Additional
Covenants.




(a)  The
Company covenants and agrees with each Holder of Securities that if an Event of
Default shall have occurred and be continuing or the Company shall have given
notice of its election to begin an Extension Period with respect to the
Securities and shall not have rescinded such notice, or such Extension Period,
or any extension thereof, shall be continuing, it shall not (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company’s Equity Interests, (ii)
vote in favor of or permit or otherwise allow any of its Subsidiaries to declare
or pay any dividends or distributions on, or redeem, purchase, acquire or make a
liquidation payment with respect to or otherwise retire, any of such
Subsidiary’s Equity Interests entitling the holders thereof to a stated rate of
return, other than dividends or distributions on Equity Interests issued by any
Subsidiary solely payable to the Company or any Subsidiary thereof (for the
avoidance of doubt, whether such Equity Interests are perpetual or


51


otherwise),
or (iii) make any payment of principal of or any interest or premium on or
repay, repurchase or redeem any debt securities of the Company that rank pari passuin all respects
with or junior in interest to the Securities (other than (A) repurchases,
redemptions or other acquisitions of Equity Interests of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of any one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase or similar plan with respect to any Equity Interests
or in connection with the issuance of Equity Interests of the Company (or
securities convertible into or exercisable for such Equity Interests) as
consideration in an acquisition transaction entered into prior to the applicable
Event of Default or Extension Period, (B) as a result of an exchange or
conversion of any class or series of the Company’s Equity Interests (or any
Equity Interests of a Subsidiary of the Company) for any class or series of the
Company’s Equity Interests or of any class or series of the Company’s
indebtedness for any class or series of the Company’s Equity Interests, (C) the
purchase of fractional interests in Equity Interests of the Company pursuant to
the conversion or exchange provisions of such Equity Interests or the security
being converted or exchanged, (D) any declaration of a dividend in connection
with any Rights Plan, the issuance of rights, Equity Interests or other property
under any Rights Plan or the redemption or repurchase of rights pursuant
thereto, (E) any dividend in the form of Equity Interests, warrants, options or
other rights where the dividend Equity Interests or the Equity Interests
issuable upon exercise of such warrants, options or other rights are the same
Equity Interests as those on which the dividend is being paid or rank pari passuwith or junior to
such Equity Interests), or (F) if the failure to do so would cause a default
event.




(b)  The
Company also covenants with each Holder of Securities (i) to hold, directly or
indirectly, one hundred percent (100%) of the Common Securities of the Trust,
provided, that any
permitted successor of the Company hereunder may succeed to the Company’s
ownership of such Common Securities, (ii) as holder of such Common Securities,
not to voluntarily dissolve, wind-up or liquidate the Trust other than (A) in
connection with a distribution of the Securities to the holders of the Preferred
Securities in liquidation of the Trust or (B) in connection with certain
mergers, consolidations or amalgamations permitted by the Trust Agreement and
(iii) to use its reasonable commercial efforts, consistent with the terms and
provisions of the Trust Agreement, to cause the Trust to continue to be taxable
as a grantor trust and not as a corporation for United States Federal income tax
purposes.




SECTION
10.7.  Waiver
of Covenants.




The
Company may omit in any particular instance to comply with any covenant or
condition contained in Section 10.6 if,
before or after the time for such compliance, the Holders of at least a majority
in aggregate principal amount of the Outstanding Securities shall, by Act of
such Holders, and at least a majority of the aggregate Liquidation Amount of the
Preferred Securities then outstanding, by consent of such holders, either waive
such compliance in such instance or generally waive compliance with such
covenant or condition, but no such waiver shall extend to or affect such
covenant or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company in respect of any
such covenant or condition shall remain in full force and effect.




SECTION
10.8.  Treatment
of Securities.




The
Company will treat the Securities as indebtedness, and the amounts (other than
payments of principal) payable in respect of the principal amount of such
Securities as interest, for all U.S. federal income tax purposes. All payments
in respect of the Securities will be made free and clear of U.S. withholding tax
to any beneficial owner thereof that has provided an Internal Revenue Service
Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S.
or non-U.S. status for U.S. federal income tax purposes.


52




ARTICLE
XI




Redemption
of Securities




SECTION
11.1.  Optional
Redemption.




The
Company may, at its option, on any Interest Payment Date, on or after March 30,
2013, redeem the Securities in whole at any time or in part from time to time,
at a Redemption Price equal to one hundred percent (100%) of the principal
amount thereof (or of the redeemed portion thereof, as applicable), together, in
the case of any such redemption, with accrued interest, including any Increased
Interest, to but excluding the date fixed for redemption; provided, that the Company
shall have received the prior approval of the Federal Reserve with respect to
such redemption if then required.




SECTION
11.2.  Special
Event Redemption.




Upon the
occurrence and during the continuation of a Special Event, the Company may, at
its option, redeem the Securities, in whole but not in part, at a redemption
price equal to one hundred (100%) percent of the principal amount thereof,
together, in the case of any such redemption, with accrued interest, including
any Increased Interest, to but excluding the date fixed for redemption (the
“Special Event Redemption Price”); provided, that the Company
shall have received the prior approval of the Federal Reserve with respect to
such redemption if then required.




SECTION
11.3.  Election
to Redeem; Notice to Trustee.




The
election of the Company to redeem any Securities, in whole or in part, shall be
evidenced by or pursuant to a Board Resolution.  In case of any
redemption at the election of the Company, the Company shall, not less than
thirty (30) days and not more than sixty (60) days prior to the Redemption Date
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee and the Property Trustee under the Trust Agreement in writing of such
date and of the principal amount of the Securities to be redeemed and provide
the additional information required to be included in the notice or notices
contemplated by Section 11.5. In the
case of any redemption of Securities, in whole or in part, (a) prior to the
expiration of any restriction on such redemption provided in this Indenture or
the Securities or (b) pursuant to an election of the Company which is subject to
a condition specified in this Indenture or the Securities, the Company shall
furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel
evidencing compliance with such restriction or condition.




SECTION
11.4.  Selection
of Securities to be Redeemed.




(a)  If less
than all the Securities are to be redeemed, the particular Securities to be
redeemed shall be selected and redeemed on a pro rata basis not more than sixty
(60) days prior to the Redemption Date by the Trustee from the Outstanding
Securities not previously called for redemption, provided, that the unredeemed
portion of the principal amount of any Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination)
for such Security.




(b)  The
Trustee shall promptly notify the Company in writing of the Securities selected
for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed. For all purposes of
this Indenture, unless the context otherwise requires, all provisions relating
to the redemption of Securities shall relate, in the case of any Security
redeemed or to be redeemed only in part, to the portion of the principal amount
of such Security that has been or is to be redeemed.


53




(c)  The
provisions of paragraphs (a) and (b) of this Section 11.4 shall
not apply with respect to any redemption affecting only a single Security,
whether such Security is to be redeemed in whole or in part. In the case of any
such redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denomination) for such Security.




SECTION
11.5.  Notice
of Redemption.




(a)  Notice of
redemption shall be given not later than the thirtieth (30th) day, and not
earlier than the sixtieth (60th) day, prior to the Redemption Date to each
Holder of Securities to be redeemed, in whole or in part (unless a shorter
notice shall be satisfactory to the Property Trustee under the related Trust
Agreement).




(b)  With
respect to Securities to be redeemed, in whole or in part, each notice of
redemption shall state:




(i)  the
Redemption Date;




(ii)  the
Redemption Price or, if the Redemption Price cannot be calculated prior to the
time the notice is required to be sent, the estimate of the Redemption Price, as
calculated by the Company, together with a statement that it is an estimate and
that the actual Redemption Price will be calculated on the fifth Business Day
prior to the Redemption Date (and if an estimate is provided, a further notice
shall be sent of the actual Redemption Price on the date that such Redemption
Price is calculated);




(iii)  if less
than all Outstanding Securities are to be redeemed, the identification (and, in
the case of partial redemption, the respective principal amounts) of the
particular Securities to be redeemed;




(iv)  that on
the Redemption Date, the Redemption Price will become due and payable upon each
such Security or portion thereof, and that any interest (including any Increased
Interest) on such Security or such portion, as the case may be, shall cease to
accrue on and after said date; and




(v)  the place
or places where such Securities are to be surrendered for payment of the
Redemption Price.




(c)  Notice of
redemption of Securities to be redeemed, in whole or in part, at the election of
the Company shall be given by the Company or, at the Company’s request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
The notice if mailed in the manner provided above shall be conclusively presumed
to have been duly given, whether or not the Holder receives such notice. In any
case, a failure to give such notice by mail or any defect in the notice to the
Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other
Security.




SECTION
11.6.  Deposit
of Redemption Price.




Prior to
10:00 a.m., New York City time, on the Redemption Date specified in the notice
of redemption given as provided in Section 11.5, the
Company will deposit with the Trustee or with one or more Paying Agents (or if
the Company is acting as its own Paying Agent, the Company will segregate and
hold in trust as provided in Section 10.2) an
amount of


54


money
sufficient to pay the Redemption Price of, and any accrued interest (including
any Increased Interest) on, all the Securities (or portions thereof) that are to
be redeemed on that date.




SECTION
11.7.  Payment
of Securities Called for Redemption.




(a)  If any
notice of redemption has been given as provided in Section 11.5, the
Securities or portion of Securities with respect to which such notice has been
given shall become due and payable on the date and at the place or places stated
in such notice at the applicable Redemption Price, together with accrued
interest (including any Increased Interest) to the Redemption Date. On
presentation and surrender of such Securities at a Place of Payment specified in
such notice, the Securities or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price, together with
accrued interest (including any Increased Interest) to the Redemption
Date.




(b)  Upon
presentation of any Security redeemed in part only, the Company shall execute
and upon receipt thereof the Trustee shall authenticate and deliver to the
Holder thereof, at the expense of the Company, a new Security or Securities, of
authorized denominations, in aggregate principal amount equal to the unredeemed
portion of the Security so presented and having the same Original Issue Date,
Stated Maturity and terms.




(c)  If any
Security called for redemption shall not be so paid upon surrender thereof for
redemption, the principal of and any premium on such Security shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.




ARTICLE
XII




Subordination
of Securities




SECTION
12.1.  Securities
Subordinate to Senior Debt.




The
Company covenants and agrees, and each Holder of a Security, by its acceptance
thereof, likewise covenants and agrees, that, to the extent and in the manner
hereinafter set forth in this Article XII, the
payment of the principal of and any premium and interest (including any
Increased Interest) on each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Debt.




SECTION
12.2.  No
Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution,
Etc.




(a)  In the
event and during the continuation of any default by the Company in the payment
of any principal of or any premium or interest on any Senior Debt (following any
grace period, if applicable) when the same becomes due and payable, whether at
Maturity or at a date fixed for prepayment or by declaration of acceleration or
otherwise, then, upon written notice of such default to the Company by the
holders of such Senior Debt or any trustee therefor, unless and until such
default shall have been cured or waived or shall have ceased to exist, no direct
or indirect payment (in cash, property, securities, by set-off or otherwise)
shall be made or agreed to be made on account of the principal of or any premium
or interest (including any Increased Interest) on any of the Securities, or in
respect of any redemption, repayment, retirement, purchase or other acquisition
of any of the Securities.




(b)  In the
event of a bankruptcy, insolvency or other proceeding described in clause (d) or
(e) of the definition of Event of Default (each such event, if any, herein
sometimes referred to as a “Proceeding”), all Senior Debt
(including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any Holder of
any of the Securities on account thereof. Any payment or distribution, whether
in cash,


55


securities
or other property (other than securities of the Company or any other entity
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of
all Senior Debt at the time outstanding and to any securities issued in respect
thereof under any such plan of reorganization or readjustment), which would
otherwise (but for these subordination provisions) be payable or deliverable in
respect of the Securities shall be paid or delivered directly to the holders of
Senior Debt in accordance with the priorities then existing among such holders
until all Senior Debt (including any interest thereon accruing after the
commencement of any Proceeding) shall have been paid in full.




(c)  In the
event of any Proceeding, after payment in full of all sums owing with respect to
Senior Debt, the Holders of the Securities, together with the holders of any
obligations of the Company ranking on a parity with the Securities, shall be
entitled to be paid from the remaining assets of the Company the amounts at the
time due and owing on account of unpaid principal of and premium, if any, and
interest (including any Increased Interest) on the Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any Equity Interests or any
obligations of the Company ranking junior to the Securities and such other
obligations. If, notwithstanding the foregoing, any payment or distribution of
any character or any security, whether in cash, securities or other property
(other than securities of the Company or any other entity provided for by a plan
of reorganization or readjustment the payment of which is subordinate, at least
to the extent provided in these subordination provisions with respect to the
indebtedness evidenced by the Securities, to the payment of all Senior Debt at
the time outstanding and to any securities issued in respect thereof under any
such plan of reorganization or readjustment) shall be received by the Trustee or
any Holder in contravention of any of the terms hereof and before all Senior
Debt shall have been paid in full, such payment or distribution or security
shall be received in trust for the benefit of, and shall be paid over or
delivered and transferred to, the holders of the Senior Debt at the time
outstanding in accordance with the priorities then existing among such holders
for application to the payment of all Senior Debt remaining unpaid, to the
extent necessary to pay all such Senior Debt (including any interest thereon
accruing after the commencement of any Proceeding) in full. In the event of the
failure of the Trustee or any Holder to endorse or assign any such payment,
distribution or security, each holder of Senior Debt is hereby irrevocably
authorized to endorse or assign the same.




(d)  The
Trustee and the Holders, at the expense of the Company, shall take such
reasonable action (including the delivery of this Indenture to an agent for any
holders of Senior Debt or consent to the filing of a financing statement with
respect hereto) as may, in the opinion of counsel designated by the holders of a
majority in principal amount of the Senior Debt at the time outstanding, be
necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.




(e)  The
provisions of this Section 12.2 shall
not impair any rights, interests, remedies or powers of any secured creditor of
the Company in respect of any security interest the creation of which is not
prohibited by the provisions of this Indenture.




(f)  The
securing of any obligations of the Company, otherwise ranking on a parity with
the Securities or ranking junior to the Securities, shall not be deemed to
prevent such obligations from constituting, respectively, obligations ranking on
a parity with the Securities or ranking junior to the Securities.


56




SECTION
12.3.  Payment
Permitted If No Default and In Certain Circumstances.




(a)  Nothing
contained in this Article XII or
elsewhere in this Indenture or in any of the Securities shall prevent (i) the
Company, at any time, except during the pendency of the conditions described in
paragraph (a) of Section 12.2 or of
any Proceeding referred to in Section 12.2,
from making payments at any time of principal of and any premium or interest
(including any Increased Interest) on the Securities or (ii) the application by
the Trustee of any moneys deposited with it hereunder to the payment of or on
account of the principal of and any premium or interest (including any Increased
Interest) on the Securities or the retention of such payment by the Holders, if,
at the time of such application by the Trustee, it did not have knowledge (in
accordance with Section 12.8) that
such payment would have been prohibited by the provisions of this Article XII, except
as provided in Section
12.8.




(b)  Nothing
contained in this Article XII or
elsewhere in this Indenture or in any of the Securities shall prevent the
Company, at any time, from making payments of principal of and any premium or
interest on any securities or notes that rank equally with the Securities or the
Trust Securities that, if not made, would cause it to breach the terms of the
instruments governing such parity securities and notes.




SECTION
12.4.  Subrogation
to Rights of Holders of Senior Debt.




Subject
to the payment in full of all amounts due or to become due on all Senior Debt,
or the provision for such payment in cash or cash equivalents or otherwise in a
manner satisfactory to the holders of Senior Debt, the Holders of the Securities
shall be subrogated to the extent of the payments or distributions made to the
holders of such Senior Debt pursuant to the provisions of this Article XII (equally
and ratably with the holders of all indebtedness of the Company that by its
express terms is subordinated to Senior Debt of the Company to substantially the
same extent as the Securities are subordinated to the Senior Debt and is
entitled to like rights of subrogation by reason of any payments or
distributions made to holders of such Senior Debt) to the rights of the holders
of such Senior Debt to receive payments and distributions of cash, property and
securities applicable to the Senior Debt until the principal of and any premium
and interest (including any Increased Interest) on the Securities shall be paid
in full. For purposes of such subrogation, no payments or distributions to the
holders of the Senior Debt of any cash, property or securities to which the
Holders of the Securities or the Trustee would be entitled except for the
provisions of this Article XII, and no
payments made pursuant to the provisions of this Article XII to the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as
among the Company, its creditors other than holders of Senior Debt, and the
Holders of the Securities, be deemed to be a payment or distribution by the
Company to or on account of the Senior Debt.




SECTION
12.5.  Provisions
Solely to Define Relative Rights.




The
provisions of this Article XII are and
are intended solely for the purpose of defining the relative rights of the
Holders of the Securities on the one hand and the holders of Senior Debt on the
other hand. Nothing contained in this Article XII or
elsewhere in this Indenture or in the Securities is intended to or shall (a)
impair, as between the Company and the Holders of the Securities, the
obligations of the Company, which are absolute and unconditional, to pay to the
Holders of the Securities the principal of and any premium and interest
(including any Increased Interest) on the Securities as and when the same shall
become due and payable in accordance with their terms, (b) affect the relative
rights against the Company of the Holders of the Securities and creditors of the
Company other than their rights in relation to the holders of Senior Debt or (c)
prevent the Trustee or the Holder of any Security (or to the extent expressly
provided herein, the holder of any Preferred Security) from exercising all
remedies otherwise permitted by applicable law upon default under this
Indenture,


57


including
filing and voting claims in any Proceeding, subject to the rights, if any, under
this Article
XII of the holders of Senior Debt to receive cash, property and
securities otherwise payable or deliverable to the Trustee or such
Holder.




SECTION
12.6.  Trustee
to Effectuate Subordination.




Each
Holder of a Security by his or her acceptance thereof authorizes and directs the
Trustee on his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination provided in this
Article XII and
appoints the Trustee his or her attorney-in-fact for any and all such
purposes.




SECTION
12.7.  No
Waiver of Subordination Provisions.




(a)  No right
of any present or future holder of any Senior Debt to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or be otherwise charged
with.




(b)  Without
in any way limiting the generality of paragraph (a) of this Section 12.7, the
holders of Senior Debt may, at any time and from to time, without the consent of
or notice to the Trustee or the Holders of the Securities, without incurring
responsibility to such Holders of the Securities and without impairing or
releasing the subordination provided in this Article XII or the
obligations hereunder of such Holders of the Securities to the holders of Senior
Debt, do any one or more of the following: (i) change the manner, place or terms
of


58


payment
or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the
same or any agreement under which Senior Debt is outstanding, (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing Senior Debt, (iii) release any Person liable in any manner
for the payment of Senior Debt and (iv) exercise or refrain from exercising any
rights against the Company and any other Person.




SECTION
12.8.  Notice
to Trustee.




(a)  The
Company shall give prompt written notice to a Responsible Officer of the Trustee
of any fact known to the Company that would prohibit the making of any payment
to or by the Trustee in respect of the Securities. Notwithstanding the
provisions of this Article XII or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder of Senior Debt or from any trustee, agent or
representative therefor; provided, that if the Trustee
shall not have received the notice provided for in this Section 12.8 at least
two Business Days prior to the date upon which by the terms hereof any monies
may become payable for any purpose (including, the payment of the principal of
and any premium on or interest (including any Increased Interest) on any
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received and shall not be affected
by any notice to the contrary that may be received by it within two Business
Days prior to such date.




(b)  The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself or herself to be a holder of Senior Debt (or a
trustee, agent, representative or attorney-in-fact therefor) to establish that
such notice has been given by a holder of Senior Debt (or a trustee, agent,
representative or attorney-in-fact therefor). In the event that the Trustee
determines in good faith that further evidence is required with respect to the
right of any Person as a holder of Senior Debt to participate in any payment or
distribution pursuant to this Article XII, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Debt held by such Person,
the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under
this Article
XII, and if such evidence is not furnished, the Trustee may defer any
payment to such Person pending judicial determination as to the right of such
Person to receive such payment.




SECTION
12.9.  Reliance
on Judicial Order or Certificate of Liquidating Agent.




Upon any
payment or distribution of assets of the Company referred to in this Article XII, the
Trustee and the Holders of the Securities shall be entitled to conclusively rely
upon any order or decree entered by any court of competent jurisdiction in which
such Proceeding is pending, or a certificate of the trustee in bankruptcy,
receiver, liquidating trustee, custodian, assignee for the benefit of creditors,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the Holders of Securities, for the purpose of ascertaining the
Persons entitled to participate in such payment or distribution, the holders of
the Senior Debt and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article
XII.




SECTION
12.10.  Trustee
Not Fiduciary for Holders of Senior Debt.




The
Trustee, in its capacity as trustee under this Indenture, shall not owe or be
deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be
liable to any such holders if it shall in good faith mistakenly pay over or
distribute to Holders of Securities or to the Company or to any other Person
cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article XII or
otherwise.




SECTION
12.11.  Rights
of Trustee as Holder of Senior Debt; Preservation of Trustee’s
Rights.




The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article
XII with respect to any Senior Debt that may at any time be held by it,
to the same extent as any other holder of Senior Debt, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such holder. With
respect to the holders of Senior Debt of the Company, the Trustee undertakes to
perform only such of its obligations as are specifically set forth in this
Article XII, and no implied covenants or obligations with respect to the holders
of such Senior Debt shall be read into this Indenture against the Trustee.
Nothing in this Article XII shall apply to claims of, or payments to, the
Trustee under or pursuant to Section
6.6.




SECTION
12.12.  Article
Applicable to Paying Agents.




If at any
time any Paying Agent other than the Trustee shall have been appointed by the
Company and be then acting hereunder, the term “Trustee” as used in this
Article XII
shall in such case (unless the context otherwise requires) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if such Paying Agent were named in this Article XII in
addition to or in place of the Trustee; provided, that Sections 12.8 and 12.11 shall not apply
to the Company or any Affiliate of the Company if the Company or such Affiliate
acts as Paying Agent.




(a)  This
instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument. Delivery of an executed
signature page of this Indenture by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.


59




SECTION
12.13.  Agreement
Not to Petition.




Each of
the Trustee and the Company agree for the benefit of the Holders that, until at
least one year and one day after the Stated Maturity, they shall not file, or
join in the filing of, a petition involving the Company under any Bankruptcy
Law. If the Company takes action in violation of this Section 12.13, the
Trustee agrees, for the benefit of Holders, that at the expense of the Company,
it shall file an answer with the applicable bankruptcy court or otherwise
properly contest the filing of such petition by the Company or the commencement
of such action and raise the defense that the Company has agreed in writing not
to take such action and should be estopped and precluded therefrom and such
other defenses, if any, as counsel for the Trustee, provided, however, in the event the
Company files for bankruptcy, nothing contained herein shall prevent the Trustee
from filing proofs of claim in a proceeding against the Company.









* * *
*


60


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




TEMECULA
VALLEY BANCORP INC.








By:           /s/ Stephen H.
Wacknitz


Stephen
H. Wacknitz


Chairman, Chief Executive
Officer


and President







WILMINGTON
TRUST COMPANY, not in its individual capacity, but solely as
Trustee








By:           /s/ Lori L.
Donahue


Name:  Lori L.
Donahue


Title:  Assistant Vice
President










[SIGNATURE
PAGE TO INDENTURE AGREEMENT]


Schedule
A-1
 Exhibit
A


Form of
Financial Officer’s Certificate




The
undersigned, the Chief Financial Officer hereby certifies, pursuant to Section
7.3(b) of the Junior Subordinated Indenture, dated as of ____________ __, 2008,
between Temecula Valley Bancorp Inc. (the “Company”) and Wilmington Trust
Company, as trustee, that, as of _______, 20__, the Company had the following
ratios and balances:




BANK
HOLDING COMPANY




as of
September 30, 2007




Tier
      1 Risk Weighted Assets
            ________%Ratio
      of Double Leverage
            ________%Non-Performing
      Assets to Loans and OREO
            ________%Tangible
      Common Equity as a Percentage of Tangible Assets
            ________%Ratio
      of Reserves to Non-Performing Loans
            ________%Ratio
      of Net Charge-Offs to Loans
            ________%Return
      on Average Assets (annualized)
            ________%Net
      Interest Margin (annualized)
            ________%Efficiency
      Ratio
            ________%Ratio
      of Loans to Assets
            ________%Ratio
      of Loans to Deposits
            ________%Double
      Leverage (exclude trust preferred as equity)
            ________%Total
      Assets
            $_________Year
      to Date Income
            $_________





* A table
describing the quarterly report calculation procedures is attached.




FOR FISCAL YEAR END: Attached
hereto are the audited consolidated financial statements (including the balance
sheet, income statement and statement of cash flows, and notes thereto, together
with the report of the independent accountants thereon) of the Company and its
consolidated subsidiaries for the three years ended December 31,
2006.




FOR FISCAL QUARTER END:
Attached hereto are the unaudited consolidated and consolidating financial
statements (including the balance sheet and income statement) of the Company and
its consolidated subsidiaries for the fiscal quarter and nine month period ended
September 30, 2007.




The
financial statements fairly present in all material respects, in accordance with
U.S. generally accepted accounting principles (“GAAP”), the financial position
of the Company and its consolidated subsidiaries, and the results of operations
and changes in financial condition as of the date, and for the third quarter
interim and the annual period ended December 31, 2006, and such financial
statements have been prepared in accordance with GAAP consistently applied
throughout the period involved (except as otherwise noted therein).


Exhibit
A-1




IN
WITNESS WHEREOF, the undersigned has executed this Financial Officer’s
Certificate as of this _____ day of ____________ __, 2008.









Donald A.
Pitcher, Chief Financial Officer





Temecula
Valley Bancorp Inc.


27710
Jefferson Avenue, Suite A100


Temecula,
CA 92590


Tel:
(951) 506-1050





Exhibit
A-2


Financial
Definitions




Report
      Item
            Corresponding
      FRY-9C or LP Line Items with Line Item corresponding
    Schedules
            Description
      of CalculationTier
      1 Risk
              Weighted
      Assets
            BHCK7206
              Schedule
      HC-R
            Tier
      1 Risk Ratio: Core Capital (Tier 1)/ Risk-Adjusted
  AssetsRatio
      of Double Leverage
            (BHCP0365)/(BCHCP3210)
              Schedule
      PC in the LP
            Total
      equity investments in subsidiaries divided by the total equity capital.
      This field is calculated at the parent company level. “Subsidiaries”
      include bank, bank holding company, and non-bank
    subsidiaries.Non-Performing
      Assets to Loans and OREO
            (BHCK5525-BHCK3506+BHCK5526-BHCK3507+BHCK2744/(BHCK2122+BHCK2744)
      Schedules HC-C, HC-M & HC-N
            Total
      Nonperforming Assets (NPLs+Foreclosed Real Estate+Other Nonaccrual &
      Repossessed Assets)/Total Loans+Foreclosed Real EstateTangible
      Common Equity as a Percentage of Tangible Assets
            (BHDM3210-BHCK3163)/(BHCK2170-BHCK3163)
              Schedule
      HC
            (Equity
      Capital – Goodwill)/(Total Assets – Goodwill)Ratio
      of Reserves to Non-Performing Loans
            (BHCK3123+BHCK3128)/(BHCK5525-BHCK3506+BHCK5526-BHCK3507)
              Schedules
      HC & HC-N & HC-R
            Total
      Loan Loss and Allocated Transfer Risk Reserves/ Total Nonperforming
      Loans
              (Nonaccrual
      + Restructured)Ratio
      of Net Charge-Offs to Loans
            (BHCK4635-BHCK4605)/(BHCK3516)
              Schedules
      HI-B & HC-K
            Net
      charge offs for the period as a percentage of average
    loans.Return
      on Average Assets (annualized)
            (BHCK4340/BHCK3368)
              Schedules
      HI & HC-K
            Net
      Income as a percentage of Assets.Net
      Interest Margin (annualized)
            (BHCK4519/(BHCK3515+BHCK3365+BHCK3516+BHCK3401+BHCKB985)
              Schedules
      HI Memorandum and HC-K
            (Net
      Interest Income Fully Taxable Equivalent, if available/Average Earning
      Assets)Efficiency
      Ratio
            (BHCK4093)/(BHCK4519+BHCK4079)
              Schedule
      HI
            (Non-interest
      Expense)/(Net Interest Income Fully Taxable Equivalent, if available, plus
      Non-interest Income)Ratio
      of Loans to Assets
            (BHCKB528+BHCK5369)/(BHCK2170)
              Schedule
      HC
            Total
      Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
      AssetsRatio
      of Loans to Deposits
            (BHCKB528+BHCK5369)/(BHDM6631+BHDM6636+BHFN6631+BHFN6636)
              Schedule
      HC
            Total
      Loans & Leases (Net of Unearned Income & Gross of Reserve)/Total
      Deposits (Includes Domestic and Foreign Deposits)Total
      Assets
            (BHCK2170)
              Schedule
      HC
            The
      sum of total assets. Includes cash and balances due from depository
      institutions; securities; federal funds sold and securities purchased
      under agreements to resell; loans and lease financing receivables; trading
      assets; premises and fixed assets; other real estate owned; investments in
      unconsolidated subsidiaries and associated companies; customer’s liability
      on acceptances outstanding; intangible assets; and other
      assets.Net
      Income
            (BHCK4300)
              Schedule
      HI
            The
      sum of income (loss) before extraordinary items and other adjustments and
      extraordinary items; and other adjustments, net of income
      taxes.





1


2


Exhibit
B


FORM
OF


OFFICERS’
CERTIFICATE


UNDER


SECTION
10.3


Pursuant to Section 10.3 of the Junior
Subordinated Indenture, dated as of September 27, 2006 (as amended or
supplemented from time to time, the “Indenture”), between Temecula Valley
Bancorp Inc., as issuer (the “Company”), and Wilmington Trust Company, as
trustee, each of the undersigned hereby certifies that, to the knowledge of the
undersigned, the Company is not in default in the performance or observance of
any of the terms, provisions or conditions contained in the Indenture (without
regard to any period of grace or requirement of notice provided under the
Indenture), for the fiscal year ending on ________, 20__ [, except as follows:
specify each such default and
the nature and status thereof].


Capitalized terms used herein, and not
otherwise defined herein, have the respective meanings assigned thereto in the
Indenture.


IN WITNESS WHEREOF, the undersigned
have executed this Officers’ Certificate as of ___________, 20__.


_____________________________


Name:


Title:       [Must be the Chairman of the
Board,


a Vice Chairman of the Board,
the


Chief Executive Officer,
the


President, or a Vice
President] of


Temecula Valley Bancorp
Inc.





______________________________


Name:


Title:       [Must be the Chief Financial
Officer,


the Treasurer, an Assistant
Treasurer,


the Secretary or an
Assistant


Secretary] of Temecula Valley Bancorp
Inc.