Exhibit
4.4


TEMECULA
VALLEY BANCORP INC., as Issuer




INDENTURE




Dated
as of September 20, 2004




WILMINGTON
TRUST COMPANY, as Trustee




FLOATING
RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES




DUE
2034





TABLE OF
CONTENTS






PageARTICLE
      I.  DEFINITIONS
              1Section
      1.1.  Definitions.
              1ARTICLE
      II.  DEBENTURES
              8Section
      2.1.  Authentication and Dating.
              8Section
      2.2.  Form of Trustee’s Certificate of
      Authentication
              8Section
      2.3.  Form and Denomination of Debentures
              9Section
      2.4.  Execution of Debentures
              9Section
      2.5.  Exchange and Registration of Transfer of
      Debentures.
              9Section
      2.6.  Mutilated, Destroyed, Lost or Stolen
      Debentures
              11Section
      2.7.  Temporary Debentures.
              12Section
      2.8.  Payment of Interest and Additional
    Interest.
              12Section
      2.9.  Cancellation of Debentures Paid, etc.
              13Section
      2.10. Computation of Interest.
              14Section
      2.11. Extension of Interest Payment Period
              15Section
      2.12. CUSIP Numbers.
              16ARTICLE
      III.  PARTICULAR COVENANTS OF THE COMPANY
              16Section
      3.1.  Payment of Principal, Premium and Interest; Agreed
      Treatment of the Debentures.
              16Section
      3.2.  Offices for Notices and Payments, etc.
              17Section
      3.3.  Appointments to Fill Vacancies in Trustee’s
      Office
              17Section
      3.4.  Provision as to Paying Agent
              17Section
      3.5.  Certificate to Trustee.
              18Section
      3.6.  Additional Sums.
              18Section
      3.7.  Compliance with Consolidation Provisions
              19Section
      3.8.  Limitation on Dividends.
              19Section
      3.9.  Covenants as to the Trust
              19Section
      3.10. Additional Junior Indebtedness.
              20ARTICLE
      IV.  SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE.
              20Section
      4.1.  Securityholders’ Lists.
              20Section
      4.2.  Preservation and Disclosure of Lists
              20ARTICLE
      V.  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
      DEFAULT.
              21Section
      5.1.  Events of Default.
              21Section
      5.2.  Payment of Debentures on Default; Suit
      Therefor
              23Section
      5.3.  Application of Moneys Collected by
Trustee.
              24Section
      5.4.  Proceedings by Securityholders
              24Section
      5.5.  Proceedings by Trustee.
              25Section
      5.6.  Remedies Cumulative and Continuing; Delay or Omission Not
      a Waiver
              25Section
      5.7. Direction of Proceedings and Waiver of Defaults by Majority of
      Securityholders.
              25Section
      5.8.  Notice of Defaults.
              26Section
      5.9.  Undertaking to Pay Costs.
              26
  
  ARTICLE
      VI.  CONCERNING THE TRUSTEE
              26Section
      6.1.  Duties and Responsibilities of Trustee.
              26Section
      6.2.  Reliance on Documents, Opinions, etc.
              27Section
      6.3.  No Responsibility for Recitals, etc.
              28Section
      6.4.  Trustee, Authenticating Agent, Paying Agents, Transfer
      Agents or Registrar May Own Debentures
              28Section
      6.5.  Moneys to be Held in Trust.
              29Section
      6.6.  Compensation and Expenses of Trustee.
              29Section
      6.7.  Officers’ Certificate as Evidence.
              29Section
      6.8.  Eligibility of Trustee.
              30Section
      6.9.  Resignation or Removal of Trustee
              30Section
      6.10. Acceptance by Successor Trustee.
              31Section
      6.11. Succession by Merger, etc.
              32Section
      6.12. Authenticating Agents.
              32ARTICLE
      VII.  CONCERNING THE SECURITYHOLDERS
              33Section
      7.1.  Action by Securityholders.
              33Section
      7.2.  Proof of Execution by Securityholders.
              33Section
      7.3.  Who Are Deemed Absolute Owners
              34Section
      7.4.  Debentures Owned by Company Deemed Not
      Outstanding.
              34Section
      7.5.  Revocation of Consents; Future Holders
    Bound.
              34ARTICLE
      VIII.  SECURITYHOLDERS’ MEETINGS
              34Section
      8.1.  Purposes of Meetings
              34Section
      8.2.  Call of Meetings by Trustee
              35Section
      8.3.  Call of Meetings by Company or
    Securityholders
              35Section
      8.4.  Qualifications for Voting.
              35Section
      8.5.  Regulations.
              35Section
      8.6.  Voting.
              36Section
      8.7.  Quorum; Actions
              36ARTICLE
      IX.  SUPPLEMENTAL INDENTURES
              37Section
      9.1.  Supplemental Indentures without Consent of
      Securityholders.
              37Section
      9.2.  Supplemental Indentures with Consent of
      Securityholders.
              38Section
      9.3.  Effect of Supplemental Indentures
              39Section
      9.4.  Notation on Debentures.
              39Section
      9.5.  Evidence of Compliance of Supplemental Indenture to be
      Furnished to Trustee
              39ARTICLE
      X.  REDEMPTION OF SECURITIES
              39Section
      10.1. Optional Redemption.
              39Section
      10.2. Special Event Redemption
              39Section
      10.3. Notice of Redemption; Selection of Debentures.
              40Section
      10.4. Payment of Debentures Called for
    Redemption.
              40ARTICLE
      XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
              40Section
      11.1. Company May Consolidate, etc., on Certain Terms
              41Section
      11.2. Successor Entity to be Substituted
              41Section
      11.3. Opinion of Counsel to be Given to Trustee
              41
  
  ARTICLE
      XII. SATISFACTION AND DISCHARGE OF INDENTURE
              41Section
      12.1. Discharge of Indenture
              41Section
      12.2. Deposited Moneys to be Held in Trust by Trustee
              42Section
      12.3. Paying Agent to Repay Moneys Held
              42Section
      12.4. Return of Unclaimed Moneys
              42ARTICLE
      XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS
              43Section
      13.1. Indenture and Debentures Solely Corporate
Obligations
              43ARTICLE
      XIV. MISCELLANEOUS PROVISIONS
              43Section
      14.1. Successors
              43Section
      14.2. Official Acts by Successor Entity.
              43Section
      14.3. Surrender of Company Powers
              43Section
      14.4. Addresses for Notices, etc
              43Section
      14.5. Governing Law
              43Section
      14.6. Evidence of Compliance with Conditions Precedent.
              44Section
      14.7. Table of Contents, Headings, etc.
              44Section
      14.8. Execution in Counterparts
              44Section
      14.9. Separability.
              44Section
      14.10. Assignment
              44Section
      14.11. Acknowledgment of Rights
              44ARTICLE
      XV. SUBORDINATION OF DEBENTURES
              45Section
      15.1. Agreement to Subordinate
              45Section
      15.2. Default on Senior Indebtedness
              45Section
      15.3. Liquidation, Dissolution, Bankruptcy.
              45Section
      15.4. Subrogation...........
              46Section
      15.5. Trustee to Effectuate Subordination.
              47Section
      15.6. Notice by the Company.
              47Section
      15.7. Rights of the Trustee; Holders of Senior
Indebtedness
              48Section
      15.8. Subordination May Not Be Impaired
              48Exhibit
      A Form of Floating Rate Junior Subordinated Deferrable Interest
      Debenture





THIS
INDENTURE, dated as of September 20, 2004, between Temecula Valley Bancorp Inc.,
a California corporation (the “Company”), and Wilmington Trust Company, a
Delaware banking corporation, as debenture trustee (the “Trustee”).




WITNESSETH:




WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issuance
of its Floating Rate Junior Subordinated Deferrable Interest Debentures due 2034
(the “Debentures”) under this Indenture to provide, among other things, for the
execution and authentication, delivery and administration thereof, and the
Company has duly authorized the execution of this Indenture; and




WHEREAS,
all acts and things necessary to make this Indenture a valid agreement according
to its terms, have been done and performed;




NOW,
THEREFORE, This Indenture Witnesseth:




In
consideration of the premises, and the purchase of the Debentures by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the
Debentures as follows:




ARTICLE
I. DEFINITIONS




Section 1.1.Definitions.
The terms defined in this Section 1.1 (except as herein otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.1.  All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms
in accordance with generally accepted accounting principles and the term
“generally accepted accounting principles” means such accounting principles as
are generally accepted in the United States at the time of any
computation.  The words “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.




“Additional
Interest” has the meaning set forth in Section 2.11.




“Additional
Junior Indebtedness” means, without duplication and other than the Debentures,
any indebtedness, liabilities or obligations of the Company, or any Subsidiary
of the Company, under debt securities (or guarantees in respect of debt
securities) initially issued after the date of this Indenture to any trust, or a
trustee of a trust, partnership or other entity affiliated with the Company that
is, directly or indirectly, a finance subsidiary (as such term is defined in
Rule 3a-5 under the Investment Company Act of 1940) or other financing vehicle
of the Company or any Subsidiary of the Company in connection with the issuance
by that entity of preferred securities or other securities that are eligible to
qualify for Tier 1 capital treatment (or its then equivalent) for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company (or, if the Company is not a bank holding company,
such guidelines applied to the Company as if the Company were subject to such
guidelines); provided, however, that the inability of the Company to treat all
or any portion of the Additional Junior Indebtedness as Tier 1 capital shall not
disqualify it as Additional Junior Indebtedness if such inability results from
the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve now or may hereafter accord Tier 1 capital treatment (including
the Debentures) in excess of the amount which may qualify for treatment as Tier
1 capital under applicable capital adequacy guidelines.




“Additional
Sums” has the meaning set forth in Section 3.6.


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




“Authenticating
Agent” means any agent or agents of the Trustee which at the time shall be
appointed and acting pursuant to Section 6.12.




“Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the
relief of debtors.




“Board of
Directors” means the board of directors or the executive committee or any other
duly authorized designated officers of the Company.




“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
and delivered to the Trustee.




“Business
Day” means any day other than a Saturday, Sunday or any other day on which
banking institutions in New York City or Wilmington, Delaware are permitted or
required by any applicable law or executive order to close.




“Capital
Securities” means undivided beneficial interests in the assets of the Trust
which rank pari passu
with Common Securities issued by the Trust; provided, however, that upon the
occurrence and continuance of an Event of Default (as defined in the
Declaration), the rights of holders of such Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of such Capital
Securities.




“Capital
Securities Guarantee” means the guarantee agreement that the Company enters into
with Wilmington Trust Company, as guarantee trustee, or other Persons that
operates directly or indirectly for the benefit of holders of Capital Securities
of the Trust.




“Capital
Treatment Event” means the receipt by the Company and the Trust of an opinion of
counsel experienced in such matters to the effect that, as a result of the
occurrence of any amendment to, or change (including any announced prospective
change) in, the laws, rules or regulations of the United States or any political
subdivision thereof or therein, or as the result of any official or
administrative pronouncement or action or decision interpreting or applying such
laws, rules or regulations, which amendment or change is effective or which
pronouncement, action or decision is announced on or after the date of original
issuance of the Debentures, there is more than an insubstantial risk that the
Company will not, within 90 days of the date of such opinion, be entitled to
treat an amount equal to the aggregate liquidation amount of the Capital
Securities as “Tier 1 Capital” (or its then equivalent) for purposes of the
capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company (or if the Company is not a bank holding company, such
guidelines applied to the Company as if the Company were subject to such
guidelines); provided, however, that the inability of the Company to treat all
or any portion of the liquidation amount of the Capital Securities as Tier l
Capital shall not constitute the basis for a Capital Treatment Event, if such
inability results from the Company having cumulative preferred stock, minority
interests in consolidated subsidiaries, or any other class of security or
interest which the Federal Reserve or OTS, as applicable, may now or hereafter
accord Tier 1 Capital treatment in excess of the amount which may now or
hereafter qualify for treatment as Tier 1 Capital under applicable capital
adequacy guidelines; provided further, however, that the distribution of
Debentures in connection with the liquidation of the Trust shall not in and of
itself constitute a Capital Treatment Event unless such liquidation shall have
occurred in connection with a Tax Event or an Investment Company
Event.







“Certificate”
means a certificate signed by any one of the principal executive officer, the
principal financial officer or the principal accounting officer of the
Company.




“Common
Securities” means undivided beneficial interests in the assets of the Trust
which rank pari passu
with Capital Securities issued by the Trust; provided, however, that upon the
occurrence and continuance of an Event of Default (as defined in the
Declaration), the rights of holders of such Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of such Capital
Securities.




“Company”
means Temecula Valley Bancorp Inc., a California corporation, and, subject to
the provisions of Article XI, shall include its successors and
assigns.




“Coupon
Rate” has the meaning set forth in Section 2.8.




“Debenture”
or “Debentures” has the meaning stated in the first recital of this
Indenture.




“Debenture
Register” has the meaning specified in Section 2.5.




“Declaration”
means the Amended and Restated Declaration of Trust of the Trust, as amended or
supplemented from time to time.




“Default” means any
event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default.




“Defaulted
Interest” has the meaning set forth in Section 2.8.




“Distribution
Period” means (i) with respect to interest paid on the first Interest Payment
Date, the period beginning on (and including) the date of original issuance and
ending on (but excluding) the Interest Payment Date in December 2004 and (ii)
thereafter, with respect to interest paid on each successive Interest Payment
Date, the period beginning on (and including) the preceding Interest Payment
Date and ending on (but excluding) such current Interest Payment
Date.




“Determination
Date” has the meaning set forth in Section 2.10.




“Event of
Default” means any event specified in Section 5.1, continued for the period of
time, if any, and after the giving of the notice, if any, therein
designated.




“Extension
Event of Default” means an Event of Default under Section 5.1(a), (d) or (e),
whatever the reason for such Extension 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.




“Extension
Period” has the meaning set forth in Section 2.11.




“Federal
Reserve” means the Board of Governors of the Federal Reserve System, or its
designated district bank, as applicable, and any successor federal agency that
is primarily responsible for regulating the activities of bank holding
companies.




“Indenture”
means this instrument as originally executed or, if amended or supplemented as
herein provided, as so amended or supplemented, or both.




“Institutional
Trustee” has the meaning set forth in the Declaration.







“Interest
Payment Date” means March 20, June 20, September 20 and December 20 of each year
during the term of this Indenture, or if such day is not a Business Day, then
the next succeeding Business Day, commencing in December 2004.




“Interest
Rate” means for the Distribution Period beginning on (and including) the date of
original issuance and ending on (but excluding) the Interest Payment Date in
December 2004 the rate per annum of 4.07%, and for each Distribution Period
beginning on or after the Interest Payment Date in December 2004, the Coupon
Rate for such Distribution Period.




“Investment
Company Event” means the receipt by the Company and the Trust of an opinion of
counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or written change (including any
announced prospective change) in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or, within
90 days of the date of such opinion will be considered an “investment company”
that is required to be registered under the Investment Company Act of 1940, as
amended 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
Debentures.




“Liquidation
Amount” means the stated amount of $1,000.00 per Trust Security.




“Maturity
Date” means September 20, 2034.




“Officers’
Certificate” means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, the Vice Chairman, the President, any Managing Director or
any Vice President, and by the Treasurer, an Assistant Treasurer, the
Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee.  Each such certificate
shall include the statements provided for in Section 14.6 if and to the extent
required by the provisions of such Section.




“Opinion
of Counsel” means an opinion in writing signed by legal counsel, who may be an
employee of or counsel to the Company, or may be other counsel reasonably
satisfactory to the Trustee. Each such opinion shall include the statements
provided for in Section 14.6 if and to the extent required by the provisions of
such Section.




“OTS”
means the Office of Thrift Supervision and any successor federal agency that is
primarily responsible for regulating the activities of savings and loan holding
companies.




The term
“outstanding,” when used with reference to Debentures, means, subject to the
provisions of Section 7.4, as of any particular time, all Debentures
authenticated and delivered by the Trustee or the Authenticating Agent under
this Indenture, except:




(a) Debentures theretofore canceled by
the Trustee or the Authenticating Agent or delivered to the Trustee for
cancellation;





(b) Debentures, or portions thereof,
for the payment or redemption of which moneys in the necessary amount shall have
been deposited in trust with the Trustee or with any paying agent (other than
the Company) or shall have been set aside and segregated in trust by the Company
(if the Company shall act as its own paying agent); provided, however, that, if
such Debentures, or portions thereof, are to be redeemed prior to maturity
thereof, notice of such redemption shall have been given as provided in Section
10.3 or provision satisfactory to the Trustee shall have been made for giving
such notice; and





(c) Debentures paid pursuant to Section
2.6 or in lieu of or in substitution for which other Debentures shall have been
authenticated and delivered pursuant to the terms of Section 2.6 unless
proof





satisfactory
to the Company and the Trustee is presented that any such Debentures are held by
bona fide holders in due course.




“Person”
means any individual, corporation, limited liability company, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.




“Predecessor
Security” of any particular Debenture means every previous Debenture evidencing
all or a portion of the same debt as that evidenced by such particular
Debenture; and, for purposes of this definition, any Debenture authenticated and
delivered under Section 2.6 in lieu of a lost, destroyed or stolen Debenture
shall be deemed to evidence the same debt as the lost, destroyed or stolen
Debenture.




“Principal
Office of the Trustee,” or other similar term, means the office of the Trustee,
at which at any particular time its corporate trust business shall be
principally administered, which at the time of the execution of this Indenture
shall be Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-1600, Attention: Corporate Trust Administration.




“Redemption
Date” has the meaning set forth in Section 10.1.




“Redemption
Price” means 100% of the principal amount of the Debentures being redeemed, plus
accrued and unpaid interest (including any Additional Interest) on such
Debentures to the Redemption Date.




“Responsible
Officer” means, with respect to the Trustee, any officer within the Principal
Office of the Trustee, including any vice-president, any assistant
vice-president, any secretary, any assistant secretary, the treasurer, any
assistant treasurer, any trust officer or other officer of the Principal Trust
Office of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer’s knowledge of and familiarity with the
particular subject.




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




“Securityholder,”
“holder of Debentures,” or other similar terms, means any Person in whose name
at the time a particular Debenture is registered on the register kept by the
Company or the Trustee for that purpose in accordance with the terms
hereof.




“Senior
Indebtedness” means, with respect to the Company, (i) the principal, premium, if
any, and interest in respect of (A) indebtedness of the Company for all borrowed
and purchased money and


(B)
indebtedness evidenced by securities, debentures, notes, bonds or other similar
instruments issued by the Company; (ii) all capital lease obligations of the
Company; (iii) all obligations of the Company issued or assumed as the deferred
purchase price of property, all conditional sale obligations of the Company and
all obligations of the Company under any title retention agreement; (iv) all
obligations of the Company for the reimbursement of any letter of credit, any
banker’s acceptance, any security purchase facility, any repurchase agreement or
similar arrangement, any interest rate swap, any other hedging arrangement, any
obligation under options or any similar credit or other transaction; (v) all
obligations of the Company associated with derivative products such as interest
and foreign exchange rate contracts, commodity contracts, and similar
arrangements; (vi) all obligations of the type referred to in clauses (i)
through (v) above of other Persons for the payment of which the Company is
responsible or liable as obligor, guarantor or otherwise including, without
limitation, similar obligations arising from off-balance sheet guarantees and
direct credit substitutes; and (vii) all obligations of the type referred to in
clauses (i) through (vi) above of other Persons secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company), whether incurred on or prior to the date of this Indenture or
thereafter incurred.  Notwithstanding the foregoing, “Senior
Indebtedness” shall not include (1) any Additional Junior Indebtedness, (2)
Debentures issued pursuant to this Indenture and guarantees in respect of such
Debentures, (3) trade accounts payable of the Company arising in the ordinary
course of business (such trade accounts payable being pari passu in right of
payment to the Debentures), or (4) obligations with respect to which (a) in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are pari passu, junior or
otherwise not superior in right of payment to the Debentures and (b) the
Company, prior to the issuance thereof, has notified (and, if then required
under the applicable guidelines of the regulating entity, has received approval
from) the Federal Reserve (if the Company is a bank holding company) or the OTS
(if the Company is a savings and loan holding company). Senior Indebtedness
shall continue to be Senior Indebtedness and be entitled to the subordination
provisions irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.





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




“Special
Redemption Date” has the meaning set forth in Section 10.2.




“Special
Redemption Price” means the price set forth in the following table for any
Special Redemption Date that occurs on the date indicated below (or if such day
is not a Business Day, then the next succeeding Business Day), expressed as the
percentage of the principal amount of the Debentures being
redeemed:




Month
      in which Special
            Special
      Redemption PriceRedemption
      Date OccursDecember
      2004
            104.625%March
      2005
            104.300%June
      2005
            104.000%September
      2005
            103.650%December
      2005
            103.350%March
      2006
            103.000%June
      2006
            102.700%September
      2006
            102.350%December
      2006
            102.050%March
      2007
            101.700%June
      2007
            101.400%September
      2007
            101.050%




December
      2007
            100.750%March
      2008
            100.450%June
      2008
            100.200%September
      2008 and thereafter
            100.000%





plus, in
each case, accrued and unpaid interest (including any Additional Interest) on
such Debentures to the Special Redemption Date.




“Subsidiary”
means with respect to any Person, (i) any corporation at least a majority of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries, (ii) any general partnership, joint venture or similar
entity, at least a majority of the outstanding partnership or similar interests
of which shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii)
any limited partnership of which such Person or any of its Subsidiaries is a
general partner. For the purposes of this definition, “voting stock” means
shares, interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the
election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency.




“Tax
Event” means the receipt by the Company and the Trust of an opinion of counsel
experienced in such matters to the effect that, as a result of any amendment to
or change (including any announced prospective change) in the laws or any
regulations thereunder of the United States or any political subdivision or
taxing authority thereof or therein, or as a result of any official
administrative pronouncement (including any private letter ruling, technical
advice memorandum, field service advice, regulatory procedure, notice or
announcement, including any notice or announcement of intent to adopt such
procedures or regulations) (an “Administrative Action”) or judicial decision
interpreting or applying such laws or regulations, regardless of whether such
Administrative Action or judicial decision is issued to or in connection with a
proceeding involving the Company or the Trust and whether or not subject to
review or appeal, which amendment, clarification, change, Administrative Action
or decision is enacted, promulgated or announced, in each case on or after the
date of original issuance of the Debentures, there is more than an insubstantial
risk that:  (i) the Trust is, or will be within 90 days of the date of
such opinion, subject to United States federal income tax with respect to income
received or accrued on the Debentures; (ii) interest payable by the Company on
the Debentures is not, or within 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 90 days of the
date of such opinion, subject to more than a de minimis amount of other taxes,
duties or other governmental charges.




“3-Month
LIBOR” has the meaning set forth in Section 2.10.




“Telerate
Page 3750” has the meaning set forth in Section 2.10.




“Trust”
shall mean Temecula Valley Statutory Trust III, a Delaware statutory trust, or
any other similar trust created for the purpose of issuing Capital Securities in
connection with the issuance of Debentures under this Indenture, of which the
Company is the sponsor.




“Trust
Securities” means Common Securities and Capital Securities of the
Trust.


“Trustee”
means Wilmington Trust Company, and, subject to the provisions of Article VI
hereof, shall also include its successors and assigns as Trustee
hereunder.





ARTICLE
II. DEBENTURES




Section 2.1.Authentication
and Dating.Upon
the execution and delivery of this Indenture, or from time to time thereafter,
Debentures in an aggregate principal amount not in excess of $8,248,000.00 may
be executed and delivered by the Company to the Trustee for authentication, and
the Trustee, upon receipt of a written authentication order from the Company,
shall thereupon authenticate and make available for delivery said Debentures to
or upon the written order of the Company, signed by its Chairman of the Board of
Directors, Chief Executive Officer, Vice Chairman, the President, one of its
Managing Directors or one of its Vice Presidents without any further action by
the Company hereunder. Notwithstanding anything to the contrary contained
herein, the Trustee shall be fully protected in relying upon the aforementioned
authentication order and written order in authenticating and delivering said
Debentures. In authenticating such Debentures, and accepting the additional
responsibilities under this Indenture in relation to such Debentures, the
Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon:




(a) a
copy of any Board Resolution or Board Resolutions relating thereto and, if
applicable, an appropriate record of any action taken pursuant to such
resolution, in each case certified by the Secretary or an Assistant Secretary of
the Company, as the case may be; and




(b) an
Opinion of Counsel prepared in accordance with Section 14.6 which shall also
state: (1) that such Debentures, when authenticated and delivered by the Trustee
and issued by the Company in each case 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 or limited by applicable
bankruptcy, insolvency, reorganization, conservatorship, receivership,
moratorium and other statutory or decisional laws relating to or affecting
creditors’ rights or the reorganization of financial institutions (including,
without limitation, preference and fraudulent conveyance or transfer laws),
heretofore or hereafter enacted or in effect, affecting the rights of creditors
generally; and (2) that all laws and requirements in respect of the execution
and delivery by the Company of the Debentures have been complied with and that
authentication and delivery of the Debentures by the Trustee will not violate
the terms of this Indenture.







The
Trustee shall have the right to decline to authenticate and deliver any
Debentures under this Section if the Trustee, being advised in writing by
counsel, determines that such action may not lawfully be taken or if a
Responsible Officer of the Trustee in good faith shall determine that such
action would expose the Trustee to personal liability to existing
holders.




The
definitive Debentures shall be typed, printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Debentures, as evidenced by their execution of such
Debentures.




Section 2.2.Form of
Trustee’s Certificate of Authentication.The Trustee’s certificate of
authentication on all Debentures shall be in substantially the following
form:


This is
one of the Debentures referred to in the within-mentioned
Indenture.




WILMINGTON
TRUST COMPANY, as Trustee




By




Authorized
Signer




Section 2.3.Form and
Denomination of Debentures.The Debentures shall be
substantially in the form of Exhibit A attached hereto.  The
Debentures shall be in registered, certificated form without coupons and in
minimum denominations of $100,000.00 and any multiple of $1,000.00 in excess
thereof. Any attempted transfer of the Debentures in a block having an aggregate
principal amount of less than $100,000.00 shall be deemed to be void and of no
legal effect whatsoever.  Any such purported transferee shall be
deemed not to be a holder of such Debentures for any purpose, including, but not
limited to the receipt of payments on such Debentures, and such purported
transferee shall be deemed to have no interest whatsoever in such
Debentures.  The Debentures shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plans as the officers
executing the same may determine with the approval of the Trustee as evidenced
by the execution and authentication thereof.




Section 2.4.Execution
of Debentures.The Debentures shall be signed in the name and on behalf of the Company
by the manual or facsimile signature of its Chairman of the Board of Directors,
Chief Executive Officer, Vice Chairman, President, one of its Managing Directors
or one of its Executive Vice Presidents, Senior Vice Presidents or Vice
Presidents.  Only such Debentures as shall bear thereon a certificate
of authentication substantially in the form herein before recited, executed by
the Trustee or the Authenticating Agent by the manual signature of an authorized
signer, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose.  Such certificate by the Trustee or the
Authenticating Agent upon any Debenture executed by the Company shall be
conclusive evidence that the Debenture so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.




In case
any officer of the Company who shall have signed any of the Debentures shall
cease to be such officer before the Debentures so signed shall have been
authenticated and delivered by the Trustee or the Authenticating Agent, or
disposed of by the Company, such Debentures nevertheless may be authenticated
and delivered or disposed of as though the Person who signed such Debentures had
not ceased to be such officer of the Company; and any Debenture may be signed on
behalf of the Company by such Persons as, at the actual date of the execution of
such Debenture, shall be the proper officers of the Company, although at the
date of the execution of this Indenture any such person was not such an
officer.




Every
Debenture shall be dated the date of its authentication.




Section 2.5.Exchange
and Registration of Transfer of Debentures.The Company shall cause to
be kept, at the office or agency maintained for the purpose of registration of
transfer and for exchange as provided in Section 3.2, a register (the “Debenture
Register”) for the Debentures issued hereunder in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration and transfer of all Debentures as in this Article II
provided.  The Debenture Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time.




Debentures
to be exchanged may be surrendered at the Principal Office of the Trustee or at
any office or agency to be maintained by the Company for such purpose as
provided in Section 3.2, and the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange therefor the Debenture
or Debentures which the Securityholder making the exchange shall be entitled to
receive.  Upon due presentment for registration of transfer of any
Debenture at the Principal Office of the Trustee or at any office or agency of
the Company maintained for such purpose as provided in Section 3.2, the Company
shall execute, the Company or the Trustee shall register and the Trustee or the
Authenticating Agent shall authenticate and make available for delivery in the
name of the transferee or transferees a new Debenture for a like aggregate
principal amount.  Registration or registration of transfer of any
Debenture by the Trustee or by any agent of the Company appointed pursuant to
Section 3.2, and delivery of such Debenture, shall be deemed to complete the
registration or registration of transfer of such Debenture.




All
Debentures presented for registration of transfer or for exchange or payment
shall (if so required by the Company or the Trustee or the Authenticating Agent)
be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company and the Trustee or the
Authenticating Agent duly executed by the holder or his attorney duly authorized
in writing.




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




The
Company or the Trustee shall not be required to exchange or register a transfer
of any Debenture for a period of 15 days next preceding the date of selection of
Debentures for redemption.




Notwithstanding
anything herein to the contrary, Debentures may not be transferred except in
compliance with the restricted securities legend set forth below, unless
otherwise determined by the Company, upon the advice of counsel expert in
securities law, in accordance with applicable law:




THIS
SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION.




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 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 BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO
SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF 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 WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
EXEMPTION.




THIS
SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
$1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY
IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL
BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.




THE
HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.




Section 2.6.Mutilated,
Destroyed, Lost or Stolen Debentures.In case any Debenture shall
become mutilated or be destroyed, lost or stolen, the Company shall execute, and
upon its written request the Trustee shall authenticate and deliver, a new
Debenture bearing a number not contemporaneously outstanding, in exchange and
substitution for the mutilated Debenture, or in lieu of and in substitution for
the Debenture so destroyed, lost or stolen.  In every case the
applicant for a substituted Debenture shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee evidence to their satisfaction
of the destruction, loss or theft of such Debenture and of the ownership
thereof.




The
Trustee may authenticate any such substituted Debenture and deliver the same
upon the written request or authorization of any officer of the
Company.  Upon the issuance of any substituted Debenture, 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 connected therewith. In case any Debenture which has matured or is
about to mature or has been called for redemption in full shall become mutilated
or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless and, in case
of destruction, loss or theft, evidence satisfactory to the Company and to the
Trustee of the destruction, loss or theft of such Debenture and of the ownership
thereof.




Every
substituted Debenture issued pursuant to the provisions of this Section 2.6 by
virtue of the fact that any such Debenture is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Debenture shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Debentures duly issued hereunder.  All Debentures
shall be held and owned upon the express condition that, to the extent permitted
by applicable law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debentures and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.




Section 2.7.Temporary
Debentures.Pending the preparation of definitive Debentures, the Company may execute
and the Trustee shall authenticate and make available for delivery temporary
Debentures that are typed, printed or lithographed. Temporary Debentures shall
be issuable in any authorized denomination, and substantially in the form of the
definitive Debentures in lieu of which they are issued but with such omissions,
insertions and variations as may be appropriate for temporary Debentures, all as
may be determined by the Company.  Every such temporary Debenture
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with the same effect,
as the definitive Debentures.  Without unreasonable delay the Company
will execute and deliver to the Trustee or the Authenticating Agent definitive
Debentures and thereupon any or all temporary Debentures may be surrendered in
exchange therefor, at the principal corporate trust office of the Trustee or at
any office or agency maintained by the Company for such purpose as provided in
Section 3.2, and the Trustee or the Authenticating Agent shall authenticate and
make available for delivery in exchange for such temporary Debentures a like
aggregate principal amount of such definitive Debentures.  Such
exchange shall be made by the Company at its own expense and without any charge
therefor except that in case of any such exchange involving a registration of
transfer the Company may require payment of a sum sufficient to cover any tax,
fee or other governmental charge that may be imposed in relation
thereto.  Until so exchanged, the temporary Debentures shall in all
respects be entitled to the same benefits under this Indenture as definitive
Debentures authenticated and delivered hereunder.




Section 2.8.Payment
of Interest and Additional Interest.Interest at the Interest
Rate and any Additional Interest on any Debenture that is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Debentures shall be paid to the Person in whose name said Debenture (or one or
more Predecessor Securities) is registered at the close of business on the
regular record date for such interest installment except that interest and any
Additional Interest payable on the Maturity Date shall be paid to the Person to
whom principal is paid.




Each
Debenture shall bear interest for the period beginning on (and including) the
date of original issuance and ending on (but excluding) the Interest Payment
Date in December 2004 at a rate per annum of 4.07%, and shall bear interest for
each successive Distribution Period beginning on or after the Interest Payment
Date in December 2004 at a rate per annum equal to the 3-Month LIBOR, determined
as described in Section 2.10, plus 2.20% (the “Coupon Rate”), applied to the
principal amount thereof, until the principal thereof becomes due and payable,
and on any overdue principal and to the extent that payment of such interest is
enforceable under applicable law (without duplication) on any overdue
installment of interest (including Additional Interest) at the Interest Rate in
effect for each applicable period compounded quarterly.  Interest
shall be payable (subject to any relevant Extension Period) quarterly in arrears
on each Interest Payment Date with the first installment of interest to be paid
on the Interest Payment Date in December 2004.




Any
interest on any Debenture, including Additional Interest, that is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(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 shall be paid by the Company to the
Persons in whose names such Debentures (or their respective Predecessor
Securities) are registered at the close of business on a special record date for
the payment of such Defaulted Interest, which shall be fixed in the following
manner: the Company shall notify the Trustee in writing at least 25 days prior
to the date of the proposed payment of the amount of Defaulted Interest proposed
to be paid on each such Debenture 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 as
in this clause provided. Thereupon the Trustee shall fix a special record date
for the payment of such Defaulted Interest which shall not be more than 15 nor
less than 10 days prior to the date of the proposed payment and not less than 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
Securityholder at its address as it appears in the Debenture Register, not less
than 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 mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Debentures (or their respective Predecessor
Securities) are registered on such special record date and shall be no longer
payable.




The
Company may make payment of any Defaulted Interest on any Debentures in any
other lawful manner after notice given by the Company to the Trustee of the
proposed payment method; provided, however, the Trustee in its sole discretion
deems such payment method to be practical.




Any
interest (including Additional Interest) scheduled to become payable on an
Interest Payment Date occurring during an Extension Period shall not be
Defaulted Interest and shall be payable on such other date as may be specified
in the terms of such Debentures.




The term
“regular record date” as used in this Section shall mean the close of business
on the 5th Business Day preceding the applicable Interest Payment
Date.




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




Section 2.9.Cancellation
of Debentures Paid, etc.All Debentures surrendered for the purpose of payment, redemption,
exchange or registration of transfer, shall, if surrendered to the Company or
any paying agent, be surrendered to the Trustee and promptly canceled by it, or,
if surrendered to the Trustee or any Authenticating Agent, shall be promptly
canceled by it, and no Debentures shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. All Debentures
canceled by any Authenticating Agent shall be delivered to the
Trustee.  The Trustee shall destroy all canceled Debentures unless the
Company otherwise directs the Trustee in writing. If the Company shall acquire
any of the Debentures, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Debentures
unless and until the same are surrendered to the Trustee for
cancellation.




Section 2.10.Computation
of Interest.The
amount of interest payable for each Distribution Period will be calculated by
applying the Interest Rate to the principal amount outstanding at the
commencement of the Distribution Period on the basis of the actual number of
days in the Distribution Period concerned divided by 360.  All
percentages resulting from any calculations on the Debentures will be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
..09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts used
in or resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward)).




(a)
“3-Month LIBOR”
means the London interbank offered interest rate for three-month,


U.S.
dollar deposits determined by the Trustee in the following order of priority:
(1) the rate (expressed as a percentage per annum) for U.S. dollar deposits
having a three-month maturity that appears on Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date (as defined
below).  “Telerate Page 3750” means the display designated as “Page
3750” on the Dow Jones Telerate Service or such other page as may replace Page
3750 on that service or such other service or services as may be nominated by
the British Bankers’ Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollar deposits; (2) if such
rate cannot be identified on the related Determination Date, the Trustee will
request the principal London offices of four leading banks in the London
interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of   11:00 a.m.
(London time) on such Determination Date.  If at least two quotations
are provided, 3-Month LIBOR will be the arithmetic mean of such quotations; (3)
if fewer than two such quotations are provided as requested in clause (2) above,
the Trustee will request four major New York City banks to provide such banks’
offered quotations (expressed as percentages per annum) to leading European
banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such
Determination Date.  If at least two such quotations are provided,
3-Month LIBOR will be the arithmetic mean of such quotations; and (4) if fewer
than two such quotations are provided as requested in clause (3) above, 3-Month
LIBOR will be a 3-Month LIBOR determined with respect to the Distribution Period
immediately preceding such current Distribution Period.







If the
rate for U.S. dollar deposits having a three-month maturity that initially
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination Date is superseded on the Telerate Page 3750 by a corrected rate
by 12:00 noon (London time) on such Determination Date, then the corrected rate
as so substituted on the applicable page will be the applicable 3-Month LIBOR
for such Determination Date.




(b) The Interest Rate for any
Distribution Period will at no time be higher than the maximum rate then
permitted by New York law as the same may be modified by United States
law.





(c) “Determination Date” means the date
that is two London Banking Days (i.e., a business day in which dealings in
deposits in U.S. dollars are transacted in the London interbank market)
preceding the particular Distribution Period for which a Coupon Rate is being
determined.





(d) The Trustee shall notify the
Company, the Institutional Trustee and any securities exchange or interdealer
quotation system on which the Capital Securities are listed, of the Coupon Rate
and the Determination Date for each Distribution Period, in each case as soon as
practicable after the determination thereof but in no event later than the
thirtieth (30th) day of the relevant Distribution Period. Failure to notify the
Company, the Institutional Trustee or any securities exchange or interdealer
quotation system, or any defect in said notice, shall not affect the obligation
of the Company to make payment on the Debentures at the applicable Coupon
Rate.  Any error in the calculation of the Coupon Rate by the Trustee
may be corrected at any time by notice delivered as above
provided.  Upon the request of a holder of a Debenture, the Trustee
shall provide the Coupon Rate then in effect and, if determined, the Coupon Rate
for the next Distribution Period.





(e) Subject to the corrective rights
set forth above, all certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for
the purposes of the provisions relating to the payment and calculation of
interest on the Debentures and distributions on the Capital Securities by the
Trustee or the Institutional Trustee will (in the absence of willful default,
bad faith and manifest error) be final, conclusive and binding on the Trust, the
Company and all of the holders of the Debentures and the Capital Securities, and
no liability shall (in the absence of willful default, bad faith or manifest
error) attach to the Trustee or the Institutional Trustee in connection with the
exercise or non-exercise by either of them or their respective powers, duties
and discretion.





Section 2.11.Extension
of Interest Payment Period.So long as no Extension
Event of Default has occurred and is continuing, the Company shall have the
right, from time to time, and without causing an Event of Default, to defer
payments of interest on the Debentures by extending the interest payment period
on the Debentures at any time and from time to time during the term of the
Debentures, for up to 20 consecutive quarterly periods (each such extended
interest payment period, an “Extension Period”), during which Extension Period
no interest (including Additional Interest) shall be due and payable (except any
Additional Sums that may be due and payable).  No Extension Period may
end on a date other than an Interest Payment Date.  During an
Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest will accrue at an annual rate equal to the
Interest Rate in effect for such Extension Period, compounded quarterly from the
date such interest would have been payable were it not for the Extension Period,
to the extent permitted by law (such interest referred to herein as “Additional
Interest”). At the end of any such Extension Period the Company shall pay all
interest then accrued and unpaid on the Debentures (together with Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
the Maturity Date; provided further, however, that during any such Extension
Period, the Company shall not and shall not permit any Affiliate to (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 or such Affiliate’s
capital stock (other than payments of dividends or distributions to the Company)
or make any guarantee payments with respect to the foregoing or


(ii) make
any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company or any Affiliate that
rank pari passu in all
respects with or junior in interest to the Debentures (other than, with respect
to clauses (i) or (ii) above, (a) repurchases, redemptions or other acquisitions
of shares of capital stock of the Company in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
one or more employees, officers, directors or consultants, in connection with a
dividend reinvestment or stockholder stock purchase plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of any exchange or conversion of any


class or
series of the Company’s capital stock (or any capital stock of a subsidiary of
the Company) for any class or series of the Company’s capital stock or of any
class or series of the Company’s indebtedness for any class or series of the
Company’s capital stock, (c) the purchase of fractional interests in shares of
the Company’s capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any stockholders’ rights plan, or
the issuance of rights, stock or other property under any stockholders’ rights
plan, or the redemption or repurchase of rights pursuant thereto, (e) any
dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with
or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith, or (f) payments under the Capital Securities
Guarantee).  Prior to the termination of any Extension Period, the
Company may further extend such period, provided that such period together with
all such previous and further consecutive extensions thereof shall not exceed 20
consecutive quarterly periods, or extend beyond the Maturity Date. Upon the
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and Additional Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements.  No interest
or Additional 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 Additional
Interest to the extent permitted by applicable law.  The Company must
give the Trustee notice of its election to begin or extend an Extension Period
by the close of business at least 5 Business Days prior to the Interest Payment
Date with respect to which interest on the Debentures would have been payable
except for the election to begin or extend such Extension Period.  The
Trustee shall give notice of the Company’s election to begin a new Extension
Period to the Securityholders.




Section 2.12.CUSIP
Numbers.The
Company in issuing the Debentures may use “CUSIP” numbers (if then generally in
use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption
as a convenience to Securityholders; provided, however, that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee in writing of any change in the CUSIP
numbers.




ARTICLE
III.




PARTICULAR COVENANTS OF THE
COMPANY







Section 3.1.Payment
of Principal, Premium and Interest; Agreed Treatment of the
Debentures.




(a) The Company covenants and agrees
that it will duly and punctually pay or cause to be paid the principal of and
premium, if any, and interest and any Additional Interest and other payments on
the Debentures at the place, at the respective times and in the manner provided
in this Indenture and the Debentures. Each installment of interest on the
Debentures may be paid (i) by mailing checks for such interest payable to the
order of the holders of Debentures entitled thereto as they appear on the
registry books of the Company if a request for a wire transfer has not been
received by the Company or (ii) by wire transfer to any account with a banking
institution located in the United States designated in writing by such Person to
the paying agent no later than the related record
date.  Notwithstanding the foregoing, so long as the holder of this
Debenture is the Institutional Trustee, the payment of the principal of and
interest on this Debenture will be made in immediately available funds at such
place and to such account as may be designated by the Institutional
Trustee.





(b) The Company will treat the
Debentures as indebtedness, and the amounts payable in respect of the principal
amount of such Debentures as interest, for all United States federal income tax
purposes. All payments in respect of such Debentures will be made free and clear
of United States withholding tax to any beneficial owner thereof that has
provided an Internal Revenue Service Form W8 BEN (or any substitute or successor
form) establishing its non-United States status for United States federal income
tax purposes.





(c) As of the date of this Indenture,
the Company has no present intention to exercise its right under Section 2.11 to
defer payments of interest on the Debentures by commencing an Extension
Period.





(d) As of the date of this Indenture,
the Company believes that the likelihood that it would exercise its right under
Section 2.11 to defer payments of interest on the Debentures by commencing an
Extension Period at any time during which the Debentures are outstanding is
remote because of the restrictions that would be imposed on the Company’s
ability to declare or pay dividends or distributions on, or to redeem, purchase
or make a liquidation payment with respect to, any of its outstanding equity and
on the Company’s ability to make any payments of principal of or interest on, or
repurchase or redeem, any of its debt securities that rank pari passu in all respects
with (or junior in interest to) the Debentures.





Section 3.2.Offices
for Notices and Payments, etc.So long as any of the
Debentures remain outstanding, the Company will maintain in Wilmington,
Delaware, an office or agency where the Debentures may be presented for payment,
an office or agency where the Debentures may be presented for registration of
transfer and for exchange as in this Indenture provided and an office or agency
where notices and demands to or upon the Company in respect of the Debentures or
of this Indenture may be served. The Company will give to the Trustee written
notice of the location of any such office or agency and of any change of
location thereof.  Until otherwise designated from time to time by the
Company in a notice to the Trustee, or specified as contemplated by Section 2.5,
such office or agency for all of the above purposes shall be the office or
agency of the Trustee.  In case the Company shall fail to maintain any
such office or agency in Wilmington, Delaware, or shall fail to give such notice
of the location or of any change in the location thereof, presentations and
demands may be made and notices may be served at the Principal Office of the
Trustee.




In
addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside Wilmington, Delaware, where
the Debentures may be presented for registration of transfer and for exchange in
the manner provided in this Indenture, and the Company may from time to time
rescind such designation, as the Company may deem desirable or expedient;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain any such office or agency in
Wilmington, Delaware, for the purposes above mentioned. The Company will give to
the Trustee prompt written notice of any such designation or rescission
thereof.




Section 3.3.Appointments
to Fill Vacancies in Trustee’s Office.The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in
the manner provided in Section 6.9, a Trustee, so that there shall at all times
be a Trustee hereunder.




Section 3.4.Provision
as to Paying Agent.




(a) If the Company shall appoint a
paying agent other than the Trustee, it will cause such paying agent to execute
and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee, subject to the provision of this Section 3.4, (1) that it will hold
all sums held by it as such agent for the payment of the principal of and
premium, if any, or interest, if any, on the Debentures (whether such sums have
been paid to it by the Company or by any other obligor on the Debentures) in
trust for the benefit of the holders of the Debentures; (2) that it will give
the Trustee prompt written notice of any failure by the Company (or by any other
obligor on the Debentures) to make any payment of the principal of and premium,
if any, or interest, if any, on the Debentures when the same shall be due and
payable; and (3) that it will, at any time during the continuance of any Event
of Default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such paying agent.





(b) If the Company shall act as its own
paying agent, it will, on or before each due date of the principal of and
premium, if any, or interest or other payments, if any, on the Debentures, set
aside, segregate and hold in trust for the benefit of the holders of the
Debentures a sum sufficient to pay such principal, premium, interest or other
payments so becoming due and will notify the Trustee in writing of any failure
to take such action and of any failure by the Company (or by any other obligor
under the Debentures) to make any payment of the principal of and premium, if
any, or interest or other payments, if any, on the Debentures when the same
shall become due and payable. Whenever the Company shall have one or more paying
agents for the Debentures, it will, on or prior to each due date of the
principal of and premium, if any, or interest, if any, on the Debentures,
deposit with a paying agent a sum sufficient to pay the principal, premium,
interest or other payments so becoming due, such sum to be held in trust for the
benefit of the Persons entitled thereto and (unless such paying agent is the
Trustee) the Company shall promptly notify the Trustee in writing of its action
or failure to act.





(c) Anything in this Section 3.4 to the
contrary notwithstanding, the Company may, at any time, for the purpose of
obtaining a satisfaction and discharge with respect to the Debentures, or for
any other reason, pay, or direct any paying agent to pay to the Trustee all sums
held in trust by the Company or any such paying agent, such sums to be held by
the Trustee upon the trusts herein contained.





(d) Anything in this Section 3.4 to the
contrary notwithstanding, the agreement to hold sums in trust as provided in
this Section 3.4 is subject to Sections 12.3 and 12.4.





Section 3.5.Certificate
to Trustee.The
Company will deliver to the Trustee on or before 120 days after the end of each
fiscal year, so long as Debentures are outstanding hereunder, a Certificate
stating that in the course of the performance by the signers of their duties as
officers of the Company they would normally have knowledge of any default during
such fiscal year by the Company in the performance of any covenants contained
herein, stating whether or not they have knowledge of any such default and, if
so, specifying each such default of which the signers have knowledge and the
nature and status thereof.




Section 3.6.Additional
Sums.If and for
so long as the Trust is the holder of all Debentures and the Trust is required
to pay any additional taxes (including withholding taxes), duties, assessments
or other governmental charges as a result of a Tax Event, the Company will pay
such additional amounts (“Additional Sums”) on the Debentures as shall be
required so that the net amounts received and retained by the Trust after paying
taxes (including withholding taxes), duties, assessments or other governmental
charges will be equal to the amounts the Trust would have received if no such
taxes, duties, assessments or other governmental charges had been
imposed.  Whenever in this Indenture or the Debentures there is a
reference in any context to the payment of principal of or interest on the
Debentures, such mention shall be deemed to include mention of payments of the
Additional Sums provided for in this paragraph to the extent that, in such
context, Additional Sums are, were or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made; provided, however, that the deferral of the payment
of interest during an Extension Period pursuant to Section 2.11 shall not defer
the payment of any Additional Sums that may be due and payable.




Section 3.7.Compliance
with Consolidation Provisions.The Company will not, while
any of the Debentures remain outstanding, consolidate with, or merge into, or
merge into itself, or sell or convey all or substantially all of its property to
any other Person unless the provisions of Article XI hereof are complied
with.




Section 3.8.Limitation
on Dividends.If
Debentures are initially issued to the Trust or a trustee of such Trust in
connection with the issuance of Trust Securities by the Trust (regardless of
whether Debentures continue to be held by such Trust) and (i) there shall have
occurred and be continuing an Event of Default, (ii) the Company shall be in
default with respect to its payment of any obligations under the Capital
Securities Guarantee, or (iii) the Company shall have given notice of its
election to defer payments of interest on the Debentures by extending the
interest payment period as provided herein and such period, or any extension
thereof, shall be continuing, then the Company shall not, and shall not allow
any Affiliate of the Company to, (x) 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 capital stock or its Affiliates’ capital
stock (other than payments of dividends or distributions to the Company) or make
any guarantee payments with respect to the foregoing or (y) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company or any Affiliate that rank pari passu in all respects
with or junior in interest to the Debentures (other than, with respect to
clauses (x) and (y) above,  (1) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
if any, (2) as a result of any exchange or conversion of any class or series of
the Company’s capital stock (or any capital stock of a subsidiary of the
Company) for any class or series of the Company’s capital stock or of any class
or series of the Company’s indebtedness for any class or series of the Company’s
capital stock, (3) the purchase of fractional interests in shares of the
Company’s capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged, (4) any
declaration of a dividend in connection with any stockholders’ rights plan, or
the issuance of rights, stock or other property under any stockholders’ rights
plan, or the redemption or repurchase of rights pursuant thereto, (5) any
dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with
or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith, or (6) payments under the Capital Securities
Guarantee).




Section 3.9.Covenants
as to the Trust.For so long as the Trust Securities remain outstanding, the Company shall
maintain 100% ownership of the Common Securities; provided, however, that any
permitted successor of the Company under this Indenture may succeed to the
Company’s ownership of such Common Securities.  The Company, as owner
of the Common Securities, shall, except in connection with a distribution of
Debentures to the holders of Trust Securities in liquidation of the Trust, the
redemption of all of the Trust Securities or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration, cause the
Trust  (a) to remain a statutory trust, (b) to otherwise continue to
be classified as a grantor trust for United States federal income tax purposes,
and (c) to cause each holder of Trust Securities to be treated as owning an
undivided beneficial interest in the Debentures.




Section 3.10.Additional
Junior Indebtedness. The Company shall not, and it shall not cause or
permit any Subsidiary of the Company to, incur, issue or be obligated on any
Additional Junior Indebtedness, either directly or indirectly, by way of
guarantee, suretyship or otherwise, other than Additional Junior Indebtedness
(i) that, by its terms, is expressly stated to be either junior and subordinate
or pari passu in all
respects to the Debentures, and (ii) of which the Company has notified (and, if
then required under the applicable guidelines of the regulating entity, has
received approval from) the Federal Reserve, if the Company is a bank holding
company, or the OTS, if the Company is a savings and loan holding
company.







ARTICLE
IV.




SECURITYHOLDERS’ LISTS AND
REPORTS




BY THE COMPANY AND THE
TRUSTEE




Section 4.1.Securityholders’
Lists.The
Company covenants and agrees that it will furnish or caused to be furnished to
the Trustee:




(a) on each regular record date for the
Debentures, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Securityholders of the Debentures as of such record
date; and





(b) at such other times as the Trustee
may request in writing, within 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 15
days prior to the time such list is furnished; except that no such lists need be
furnished under this Section 4.1 so long as the Trustee is in possession thereof
by reason of its acting as Debenture registrar.





Section 4.2.Preservation
and Disclosure of Lists.




(a) The Trustee shall preserve, in as
current a form as is reasonably practicable, all information as to the names and
addresses of the holders of Debentures (1) contained in the most recent list
furnished to it as provided in Section 4.1 or (2) received by it in the capacity
of Debentures registrar (if so acting) hereunder.  The Trustee may
destroy any list furnished to it as provided in Section 4.1 upon receipt of a
new list so furnished.





(b) In case three or more holders of
Debentures (hereinafter referred to as “applicants”) apply in writing to the
Trustee and furnish to the Trustee reasonable proof that each such applicant has
owned a Debenture for a period of at least 6 months preceding the date of such
application, and such application states that the applicants desire to
communicate with other holders of Debentures with respect to their rights under
this Indenture or under such Debentures and is accompanied by a copy of the form
of proxy or other communication which such applicants propose to transmit, then
the Trustee shall within 5 Business Days after the receipt of such application,
at its election, either: (1) afford such applicants access to the information
preserved at the time by the Trustee in accordance with the provisions of
subsection (a) of this Section 4.2, or (2) inform such applicants as to the
approximate number of holders of Debentures whose names and addresses appear in
the information preserved at the time by the Trustee in accordance with the
provisions of subsection (a) of this Section 4.2, and as to the approximate cost
of mailing to such Securityholders the form of proxy or other communication, if
any, specified in such application.







If the Trustee shall elect not to
afford such applicants access to such information, the Trustee shall, upon the
written request of such applicants, mail to each Securityholder whose name and
address appear in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 4.2 a copy of
the form of proxy or other communication which is specified in such request with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Securities and Exchange Commission, if
permitted or required by applicable law, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the holders of
all Debentures, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion.  If
said Commission, as permitted or required by applicable law, after opportunity
for a hearing upon the objections specified in the written statement so filed,
shall enter an order refusing to sustain any of such objections or if, after the
entry of an order sustaining one or more of such objections, said Commission
shall find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.




(c) Each
and every holder of Debentures, by receiving and holding the same, agrees with
Company and the Trustee that neither the Company nor the Trustee nor any paying
agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Debentures in
accordance with the provisions of subsection (b) of this Section 4.2, regardless
of the source from which such information was derived, and that the Trustee
shall not be held accountable by reason of mailing any material pursuant to a
request made under said subsection (b).




ARTICLE
V.




REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS




UPON AN EVENT OF
DEFAULT




Section 5.1.Events of
Default. “Event of Default,” wherever used herein, means 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):




(a) the Company defaults in the payment
of any interest upon any Debenture, including any Additional Interest in respect
thereof, following the nonpayment of any such interest for twenty or more
consecutive Distribution Periods; or





(b) the Company defaults in the payment
of all or any part of the principal of (or premium, if any, on) any Debentures
as and when the same shall become due and payable either at maturity, upon
redemption, by declaration of acceleration or otherwise; or





(c) the Company defaults in the
performance of, or breaches, any of its covenants or agreements in this
Indenture or in the terms of the Debentures established as contemplated in this
Indenture (other than a covenant or agreement a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 60 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 25% in aggregate
principal amount of the outstanding Debentures, 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





(d) a court of competent jurisdiction
shall enter a decree or order for relief in respect of the Company in an
involuntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Company or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs and such decree or order shall remain
unstayed and in effect for a period of 90 consecutive days; or





(e) the Company shall commence a
voluntary case under any applicable bankruptcy, insolvency, reorganization or
other similar law now or hereafter in effect, shall consent to the entry of an
order for relief in an involuntary case under any such law, or shall consent to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) of the Company or
of any substantial part of its property, or shall make any general assignment
for the benefit of creditors, or shall fail generally to pay its debts as they
become due; or





(f) the Trust shall have voluntarily or
involuntarily liquidated, dissolved, wound-up its business or otherwise
terminated its existence except in connection with (i) the distribution of the
Debentures to holders of such Trust Securities in liquidation of their interests
in the Trust, (ii) the redemption of all of the outstanding Trust Securities or
(iii) certain mergers, consolidations or amalgamations, each as permitted by the
Declaration.





If an
Event of Default under Section 5.1(a), (d) or (e) occurs and is continuing with
respect to the Debentures, then, and in each and every such case, unless the
principal of the Debentures shall have already become due and payable, either
the Trustee or the holders of not less than 25% in aggregate principal amount of
the Debentures then outstanding hereunder, by notice in writing to the Company
(and to the Trustee if given by Securityholders), may declare the entire
principal of the Debentures and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable.  If an Event of Default under Section
5.1(b), (c) or (f) occurs and is continuing with respect to the Debentures,
then, and in each and every such case, unless the principal of the Debentures
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Debentures then
outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Securityholders), may proceed to remedy the default or breach
thereunder by such appropriate judicial proceedings as the Trustee or such
holders shall deem most effectual to remedy the defaulted covenant or enforce
the provisions of this Indenture so breached, either by suit in equity or by
action at law, for damages or otherwise.




The
foregoing provisions, however, are subject to the condition that if, at any time
after the principal of the Debentures shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided,


(i) the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Debentures and the principal of
and premium, if any, on the Debentures which shall have become due otherwise
than by acceleration (with interest upon such principal and premium, if any, and
Additional Interest) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
to Section 6.6, if any, and (ii) all Events of Default under this Indenture,
other than the non-payment of the principal of or premium, if any, on Debentures
which shall have become due by acceleration, shall have been cured, waived or
otherwise remedied as provided herein -- then and in every such case the holders
of a majority in aggregate principal amount of the Debentures then outstanding,
by written notice to the Company and to the Trustee, may waive all defaults and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.




In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company, the Trustee
and the holders of the Debentures shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the holders of the Debentures shall continue as
though no such proceeding had been taken.




Section 5.2.Payment
of Debentures on Default; Suit Therefor.The Company covenants that
upon the occurrence of an Event of Default pursuant to Section 5.1(a) or (b)
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Debentures the whole amount that then shall have
become due and payable on all Debentures for principal and premium, if any, or
interest, or both, as the case may be, with Additional Interest accrued on the
Debentures (to the extent that payment of such interest is enforceable under
applicable law and, if the Debentures are held by the Trust or a trustee of such
Trust, without duplication of any other amounts paid by the Trust or a trustee
in respect thereof); and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any other
amounts due to the Trustee under Section 6.6.  In case the Company
shall fail forthwith to pay such amounts upon such demand, the Trustee, in its
own name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or any other obligor on such Debentures and collect in the
manner provided by law out of the property of the Company or any other obligor
on such Debentures wherever situated the moneys adjudged or decreed to be
payable.




In case
there shall be pending proceedings for the bankruptcy or for the reorganization
of the Company or any other obligor on the Debentures under Bankruptcy Law, or
in case a receiver or trustee shall have been appointed for the property of the
Company or such other obligor, or in the case of any other similar judicial
proceedings relative to the Company or other obligor upon the Debentures, or to
the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debentures shall then be due and
payable as therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this Section 5.2, shall be entitled and empowered, by intervention
in such proceedings or otherwise, (i) to file and prove a claim or claims for
the whole amount of principal and interest owing and unpaid in respect of the
Debentures,  (ii) in case of any judicial proceedings, to file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee and each predecessor Trustee, and their respective
agents, attorneys and counsel, and for reimbursement of all other amounts due to
the Trustee under Section 6.6), and of the Securityholders allowed in such
judicial proceedings relative to the Company or any other obligor on the
Debentures, or to the creditors or property of the Company or such other
obligor, unless prohibited by applicable law and regulations, to vote on behalf
of the holders of the Debentures in any election of a trustee or a standby
trustee in arrangement,  reorganization, liquidation or other
bankruptcy or insolvency proceedings or Person performing similar functions in
comparable proceedings,  (iii) to collect and receive any moneys or
other property payable or deliverable on any such claims, and  (iv) to
distribute the same after the deduction of its charges and expenses. Any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
amounts due to the Trustee under Section 6.6.




Nothing
herein contained shall be construed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Debentures
or the rights of any holder thereof or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such proceeding.




All
rights of action and of asserting claims under this Indenture, or under any of
the Debentures, may be enforced by the Trustee without the possession of any of
the Debentures, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders of the
Debentures.




In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the holders of the
Debentures, and it shall not be necessary to make any holders of the Debentures
parties to any such proceedings.




Section 5.3.Application
of Moneys Collected by Trustee.Any moneys collected by the
Trustee pursuant to this Article V shall be applied in the following order, at
the date or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Debentures in respect of which moneys have been
collected, and stamping thereon the payment, if only partially paid, and upon
surrender thereof if fully paid:




First: To
the payment of costs and expenses incurred by, and reasonable fees of, the
Trustee, its agents, attorneys and counsel, and of all other amounts due to the
Trustee under Section 6.6;




Second:
To the payment of all Senior Indebtedness of the Company if and to the extent
required by Article XV;




Third: To
the payment of the amounts then due and unpaid upon Debentures for principal
(and premium, if any), and interest on the Debentures, in respect of which or
for the benefit of which money has been collected, ratably, without preference
or priority of any kind, according to the amounts due on such Debentures
(including Additional Interest); and




Fourth:
            The
      balance, if any, to the Company.




Section 5.4.Proceedings
by Securityholders.No holder of any Debenture shall have any right to institute any suit,
action or proceeding for any remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of an Event of Default with
respect to the Debentures and unless the holders of not less than 25% in
aggregate principal amount of the Debentures then outstanding shall have given
the Trustee a written request to institute such action, suit or proceeding and
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred thereby, and the
Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action, suit or
proceeding.




Notwithstanding
any other provisions in this Indenture, however, the right of any holder of any
Debenture to receive payment of the principal of, premium, if any, and interest,
on such Debenture when due, or to institute suit for the enforcement of any such
payment, shall not be impaired or affected without the consent of such holder
and by accepting a Debenture hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debenture with every other such
taker and holder and the Trustee, that no one or more holders of Debentures
shall have any right in any manner whatsoever by virtue or by availing itself of
any provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other Debentures, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debentures.  For the protection and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.




Section 5.5.Proceedings
by Trustee.In
case of an Event of Default hereunder the Trustee may in its discretion proceed
to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by
law.




Section 5.6. Remedies Cumulative and
Continuing; Delay or Omission Not aWaiver.Except as otherwise provided
in Section 2.6, all powers and remedies given by this Article V to the Trustee
or to the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to the
Trustee or the holders of the Debentures, by judicial proceedings or otherwise,
to enforce the performance or observance of the covenants and agreements
contained in this Indenture or otherwise established with respect to the
Debentures, and no delay or omission of the Trustee or of any holder of any of
the Debentures to exercise any right, remedy or power accruing upon any Event of
Default occurring and continuing as aforesaid shall impair any such right,
remedy or power, or shall be construed to be a waiver of any such default or an
acquiescence therein; and, subject to the provisions of Section 5.4, every power
and remedy given by this Article V or by law to the Trustee or to the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee (in accordance with its duties under Section
6.1) or by the Securityholders.




Section 5.7. Direction of Proceedings
and Waiver of Defaults by Majority ofSecurityholders.The holders of a majority in
aggregate principal amount of the Debentures affected (voting as one class) at
the time outstanding 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 with respect to such
Debentures; provided, however, that (subject to the provisions of Section 6.1)
the Trustee shall have the right to decline to follow any such direction if the
Trustee shall determine that the action so directed would be unjustly
prejudicial to the holders not taking part in such direction or if the Trustee
being advised by counsel determines that the action or proceeding so directed
may not lawfully be taken or if a Responsible Officer of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability.





The
holders of a majority in aggregate principal amount of the Debentures at the
time outstanding may on behalf of the holders of all of the Debentures waive (or
modify any previously granted waiver of) any past default or Event of Default,
and its consequences, except a default (a) in the payment of principal of,
premium, if any, or interest on any of the Debentures, (b) in respect of
covenants or provisions hereof which cannot be modified or amended without the
consent of the holder of each Debenture affected, or


(c) in
respect of the covenants contained in Section 3.9; provided, however, that if
the Debentures are held by the Trust or a trustee of such trust, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further, that
if the consent of the holder of each outstanding Debenture is required, such
waiver shall not be effective until each holder of the Trust Securities of the
Trust shall have consented to such waiver.  Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the holders of the Debentures shall
be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.  Whenever any default or Event
of Default hereunder shall have been waived as permitted by this Section, said
default or Event of Default shall for all purposes of the Debentures and this
Indenture be deemed to have been cured and to be not continuing.




Section 5.8.Notice of
Defaults.The
Trustee shall, within 90 days after the actual knowledge by a Responsible
Officer of the Trustee of the occurrence of a default with respect to the
Debentures, mail to all Securityholders, as the names and addresses of such
holders appear upon the Debenture Register, notice of all defaults with respect
to the Debentures known to the Trustee, unless such defaults shall have been
cured before the giving of such notice (the term “defaults” for the purpose of
this Section 5.8 being hereby defined to be the events specified in clauses (a),
(b), (c), (d), (e) and (f) of Section 5.1, not including periods of grace, if
any, provided for therein); provided, however, that, except in the case of
default in the payment of the principal of, premium, if any, or interest on any
of the Debentures, the Trustee shall be protected in withholding such notice if
and so long as a Responsible Officer of the Trustee in good faith determines
that the withholding of such notice is in the interests of the
Securityholders.




Section 5.9.Undertaking
to Pay Costs.All
parties to this Indenture agree, and each holder of any Debenture by his
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;
provided, however, that the provisions of this Section 5.9 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount of the Debentures outstanding, or to any suit instituted
by any Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Debenture against the Company on or after
the same shall have become due and payable.




ARTICLE
VI.




CONCERNING THE
TRUSTEE




Section 6.1.Duties
and Responsibilities of Trustee.With respect to the holders
of Debentures issued hereunder, the Trustee, prior to the occurrence of an Event
of Default with respect to the Debentures and after the curing or waiving of all
Events of Default which may have occurred, with respect to the Debentures,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture, and no implied covenants shall be read into this
Indenture against the Trustee.  In case an Event of Default with
respect to the Debentures has occurred (which has not been cured or waived), the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.




No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:




(a) prior to the occurrence of an Event
of Default with respect to Debentures and after the curing or waiving of all
Events of Default which may have occurred (1) the duties and obligations of the
Trustee with respect to Debentures shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the
performance of such duties and obligations with respect to the Debentures as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee, and (2) in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but, in the case
of any such certificates or opinions which 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 conform to the
requirements of this Indenture;





(b) the Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer or Officers of
the Trustee, unless it shall be proved that the Trustee was negligent in
ascertaining the pertinent facts; and





(c) 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 Securityholders pursuant to Section 5.7,
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon
the Trustee, under this Indenture.





None of
the provisions contained in this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there is ground for believing that the repayment of such funds or
liability is not assured to it under the terms of this Indenture or indemnity
satisfactory to the Trustee against such risk is not reasonably assured to
it.




Section 6.2.Reliance
on Documents, Opinions, etc.Except as otherwise provided
in Section 6.1:




(a) the Trustee may conclusively rely
and shall be fully protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, note, debenture 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) any request, direction, order or
demand of the Company mentioned herein shall be sufficiently evidenced by an
Officers’ Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary
of the Company;





(c) the Trustee may consult with
counsel of its selection and any advice or 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 accordance with such advice or
Opinion of Counsel;





(d) the Trustee shall be under no
obligation to exercise any of the rights or powers vested in it by this
Indenture at the request, order or direction of any of the Securityholders,
pursuant to the provisions of this Indenture, unless such Securityholders shall
have offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby;





(e) the Trustee shall not be liable for
any action taken or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it by
this Indenture; nothing contained herein shall, however, relieve the Trustee of
the obligation, upon the occurrence of an Event of Default with respect to the
Debentures (that has not been cured or waived) to exercise with respect to
Debentures such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs;





(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, consent,
order, approval, bond, debenture, coupon or other paper or document, unless
requested in writing to do so by the holders of not less than a majority in
aggregate principal amount of the outstanding Debentures affected thereby;
provided, however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such expense or liability
as a condition to so proceeding;





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





(h) with the exceptions of defaults
under Sections 5.1(a) or (b), the Trustee shall not be charged with knowledge of
any Default or Event of Default with respect to the Debentures unless a written
notice of such Default or Event of Default shall have been given to the Trustee
by the Company or any other obligor on the Debentures or by any holder of the
Debentures.





Section 6.3.No
Responsibility for Recitals, etc.The recitals contained
herein and in the Debentures (except in the certificate of authentication of the
Trustee or the Authenticating Agent) shall be taken as the statements of the
Company, and the Trustee and the Authenticating Agent assume no responsibility
for the correctness of the same.  The Trustee and the Authenticating
Agent make no representations as to the validity or sufficiency of this
Indenture or of the Debentures.  The Trustee and the Authenticating
Agent shall not be accountable for the use or application by the Company of any
Debentures or the proceeds of any Debentures authenticated and delivered by the
Trustee or the Authenticating Agent in conformity with the provisions of this
Indenture.




Section 6.4.Trustee,
Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
Debentures.The
Trustee or any Authenticating Agent or any paying agent or any transfer agent or
any Debenture registrar, in its individual or any other capacity, may become the
owner or pledgee of Debentures with the same rights it would have if it were not
Trustee, Authenticating Agent, paying agent, transfer agent or Debenture
registrar.





Section 6.5.Moneys to
be Held in Trust.Subject to the provisions of Section 12.4, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law.  The
Trustee and any paying agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company. So long as no Event of Default shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by the Chairman of the Board of Directors,
the Chief Executive Officer, the President, a Managing Director, a Vice
President, the Treasurer or an Assistant Treasurer of the Company.




Section 6.6.Compensation
and Expenses of Trustee.The Company covenants and agrees to pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made
by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or willful
misconduct.  For purposes of clarification, this Section 6.6 does not
contemplate the payment by the Company of acceptance or annual administration
fees owing to the Trustee pursuant to the services to be provided by the Trustee
under this Indenture or the fees and expenses of the Trustee’s counsel in
connection with the closing of the transactions contemplated by this
Indenture.  The Company also covenants to indemnify each of the
Trustee or any predecessor Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense including taxes (other than taxes based on the
income of the Trustee) incurred without negligence or willful misconduct on the
part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability.  The obligations of the Company
under this Section 6.6 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder.  Such additional indebtedness shall
be secured by a lien prior to that of the Debentures upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the holders of particular Debentures.




Without
prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.1(d), (e) or (f), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable federal or state bankruptcy, insolvency or other similar
law.




The
provisions of this Section shall survive the resignation or removal of the
Trustee and the defeasance or other termination of this Indenture.




Notwithstanding
anything in this Indenture or any Debenture to the contrary, the Trustee shall
have no obligation whatsoever to advance funds to pay any principal of or
interest on or other amounts with respect to the Debentures or otherwise advance
funds to or on behalf of the Company.




Section 6.7.Officers’
Certificate as Evidence.Except as otherwise provided in Sections 6.1 and 6.2, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
willful misconduct on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers’ Certificate delivered to the Trustee, and
such certificate, in the absence of negligence or willful misconduct on the part
of the Trustee, shall be full warrant to the Trustee for any action taken or
omitted by it under the provisions of this Indenture upon the faith
thereof.





Section 6.8.Eligibility
of Trustee.The
Trustee hereunder shall at all times be a corporation organized and doing
business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia or a corporation or other
Person authorized under such laws to exercise corporate trust powers, having (or
whose obligations under this Indenture are guaranteed by an affiliate having) a
combined capital and surplus of at least 50 million U.S. dollars
($50,000,000.00) and subject to supervision or examination by federal, state,
territorial, or District of Columbia authority. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 6.8 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
records of condition so published.




The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as
Trustee.




In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.8, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.9.




If the
Trustee has or shall acquire any “conflicting interest” within the meaning of §
310(b) of the Trust Indenture Act of 1939, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner described by this
Indenture.




Section
6.9. Resignation or
Removal of Trustee




(a) The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
by giving written notice of such resignation to the Company and by mailing
notice thereof, at the Company’s expense, to the holders of the Debentures at
their addresses as they shall appear on the Debenture Register. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee or trustees by written instrument, in duplicate, executed by order of
its Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted appointment within 30 days after
the mailing of such notice of resignation to the affected Securityholders, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee, or any Securityholder who has been a bona
fide holder of a Debenture or Debentures for at least six months may, subject to
the provisions of Section 5.9, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor
Trustee.  Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, appoint a successor Trustee.




(b) In
case at any time any of the following shall occur -- (1) the Trustee shall fail
to comply with the provisions of Section 6.8 after written request therefor by
the Company or by any Securityholder who has been a bona fide holder of a
Debenture or Debentures for at least 6 months, or (2) the Trustee shall cease to
be eligible in accordance with the provisions of Section 6.8 and shall fail to
resign after written request therefor by the Company or by any such
Securityholder, or (3) the Trustee shall become incapable of acting, or shall be
adjudged as bankrupt or insolvent, or a receiver of the Trustee or of its
property shall be appointed, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then, in any such case, the Company may remove the
Trustee and appoint a successor Trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor Trustee,
or, subject to the provisions of Section 5.9, any Securityholder who has been a
bona fide holder of a Debenture or Debentures for at least 6 months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.  Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, remove the Trustee and appoint
successor Trustee.




(c) Upon prior written notice to the
Company and the Trustee, the holders of a majority in aggregate principal amount
of the Debentures at the time outstanding may at any time remove the Trustee and
nominate a successor Trustee, which shall be deemed appointed as successor
Trustee unless within 10 Business Days after such nomination the Company objects
thereto, in which case, or in the case of a failure by such holders to nominate
a successor Trustee, the Trustee so removed or any Securityholder, upon the
terms and conditions and otherwise as in subsection (a) of this Section 6.9
provided, may petition any court of competent jurisdiction for an appointment of
a successor.





(d) Any resignation or removal of the
Trustee and appointment of a successor Trustee pursuant to any of the provisions
of this Section shall become effective upon acceptance of appointment by the
successor Trustee as provided in Section 6.10.





Section 6.10.Acceptance
by Successor Trustee.Any successor Trustee appointed as provided in Section 6.9 shall execute,
acknowledge and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, 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, duties and obligations with respect to the Debentures of
its predecessor hereunder, with like effect as if originally named as Trustee
herein; but, nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 6.6, execute and deliver an
instrument transferring to such successor Trustee all the rights and powers of
the Trustee so ceasing to act and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
thereunder.  Upon request of any such successor Trustee, the Company
shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor Trustee all such rights and
powers.  Any Trustee ceasing to act shall, nevertheless, retain a lien
upon all property or funds held or collected by such Trustee to secure any
amounts then due it pursuant to the provisions of Section 6.6.




If a
successor Trustee is appointed, the Company, the retiring Trustee and the
successor Trustee shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Debentures as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the Trust hereunder by more than
one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such
Trustee.




No
successor Trustee shall accept appointment as provided in this Section unless at
the time of such acceptance such successor Trustee shall be eligible under the
provisions of Section 6.8.




In no
event shall a retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.





Upon
acceptance of appointment by a successor Trustee as provided in this Section
6.10, the Company shall mail notice of the succession of such Trustee hereunder
to the holders of Debentures at their addresses as they shall appear on the
Debenture Register.  If the Company fails to mail such notice within
10 Business Days after the acceptance of appointment by the successor Trustee,
the successor Trustee shall cause such notice to be mailed at the expense of the
Company.




Section 6.11.Succession
by Merger, etc.Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation 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 such corporation shall be otherwise eligible and
qualified under this Article.




In case
at the time such successor to the Trustee shall succeed to the trusts created by
this Indenture any of the Debentures shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Debentures so
authenticated; and in case at that time any of the Debentures shall not have
been authenticated, any successor to the Trustee may authenticate such
Debentures either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Debentures or in this Indenture provided that
the certificate of the Trustee shall have; provided, however, that the right to
adopt the certificate of authentication of any predecessor Trustee or
authenticate Debentures in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or
consolidation.




Section 6.12.Authenticating
Agents.There may
be one or more Authenticating Agents appointed by the Trustee upon the request
of the Company with power to act on its behalf and subject to its direction in
the authentication and delivery of Debentures issued upon exchange or
registration of transfer thereof as fully to all intents and purposes as though
any such Authenticating Agent had been expressly authorized to authenticate and
deliver Debentures; provided, however, that the Trustee shall have no liability
to the Company for any acts or omissions of the Authenticating Agent with
respect to the authentication and delivery of Debentures.  Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any state or territory
thereof or of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$50,000,000.00 and being subject to supervision or examination by federal,
state, territorial or District of Columbia authority.  If such
corporation publishes reports of condition at least annually pursuant to law or
the requirements of such authority, then for the purposes of this Section 6.12
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 an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect herein specified in this
Section.




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




Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of any Authenticating Agent with respect to the
Debentures by giving written notice of termination 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 any Authenticating Agent shall
cease to be eligible under this Section 6.12, the Trustee may, and upon the
request of the Company shall, promptly appoint a successor Authenticating Agent
eligible under this Section 6.12, shall give written notice of such appointment
to the Company and shall mail notice of such appointment to all holders of
Debentures as the names and addresses of such holders appear on the Debenture
Register. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities with respect to the Debentures of its predecessor hereunder,
with like effect as if originally named as Authenticating Agent
herein.




The
Company agrees to pay to any Authenticating Agent from time to time reasonable
compensation for its services.  Any Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in accordance
with the directions of the Trustee.





ARTICLE
VII.




CONCERNING THE
SECURITYHOLDERS




Section 7.1.Action by
Securityholders.Whenever in this Indenture it is provided that the holders of a specified
percentage in aggregate principal amount of the Debentures may take any action
(including the making of any demand or request, the giving of any notice,
consent or waiver or the taking of any other action) the fact that at the time
of taking any such action the holders of such specified percentage have joined
therein may be evidenced (a) by any instrument or any number of instruments of
similar tenor executed by such Securityholders in person or by agent or proxy
appointed in writing, or


(b) by
the record of such holders of Debentures voting in favor thereof at any meeting
of such Securityholders duly called and held in accordance with the provisions
of Article VIII, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of such Securityholders or (d) by any other
method the Trustee deems satisfactory.




If the
Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such Debentures for the
determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of outstanding
Debentures have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, and for that purpose the outstanding Debentures shall be computed
as of the record date; provided, however, that no such authorization, agreement
or consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than 6 months after the record date.




Section 7.2.Proof of
Execution by Securityholders.Subject to the provisions of
Section 6.1, 6.2 and 8.5, proof of the execution of any instrument by a
Securityholder or his agent or proxy shall be sufficient if made in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee
or in such manner as shall be satisfactory to the Trustee.  The
ownership of Debentures shall be proved by the Debenture Register or by a
certificate of the Debenture registrar.  The Trustee may require such
additional proof of any matter referred to in this Section as it shall deem
necessary.


The
record of any Securityholders’ meeting shall be proved in the manner provided in
Section 8.6.




Section 7.3.Who Are
Deemed Absolute Owners.Prior to due presentment for registration of transfer of any Debenture,
the Company, the Trustee, any Authenticating Agent, any paying agent, any
transfer agent and any Debenture registrar may deem the Person in whose name
such Debenture shall be registered upon the Debenture Register to be, and may
treat him as, the absolute owner of such Debenture (whether or not such
Debenture shall be overdue) for the purpose of receiving payment of or on
account of the principal of, premium, if any, and interest on such Debenture and
for all other purposes; and neither the Company nor the Trustee nor any
Authenticating Agent nor any paying agent nor any transfer agent nor any
Debenture registrar shall be affected by any notice to the
contrary.  All such payments so made to any holder for the time being
or upon his order shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Debenture.




Section 7.4.Debentures
Owned by Company Deemed Not Outstanding.In determining whether the
holders of the requisite aggregate principal amount of Debentures have concurred
in any direction, consent or waiver under this Indenture, Debentures which are
owned by the Company or any other obligor on the Debentures or by any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or any other obligor on the Debentures shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided, however, that for the purposes of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver, only Debentures which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded.  Debentures so owned which
have been pledged in good faith may be regarded as outstanding for the purposes
of this Section 7.4 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee’s right to vote such Debentures and that the pledgee is not
the Company or any such other obligor or Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. In the case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.




Section 7.5.Revocation
of Consents; Future Holders Bound.At any time prior to (but
not after) the evidencing to the Trustee, as provided in Section 7.1, of the
taking of any action by the holders of the percentage in aggregate principal
amount of the Debentures specified in this Indenture in connection with such
action, any holder (in cases where no record date has been set pursuant to
Section 7.1) or any holder as of an applicable record date (in cases where a
record date has been set pursuant to Section 7.1) of a Debenture (or any
Debenture issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Debentures
the holders of which have consented to such action may, by filing written notice
with the Trustee at the Principal Office of the Trustee and upon proof of
holding as provided in Section 7.2, revoke such action so far as concerns such
Debenture (or so far as concerns the principal amount represented by any
exchanged or substituted Debenture). Except as aforesaid any such action taken
by the holder of any Debenture shall be conclusive and binding upon such holder
and upon all future holders and owners of such Debenture, and of any Debenture
issued in exchange or substitution therefor or on registration of transfer
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Debenture or any Debenture issued in exchange or substitution
therefor.


ARTICLE
VIII. SECURITYHOLDERS’
MEETINGS




Section 8.1.Purposes
of Meetings.A
meeting of Securityholders may be called at any time and from time to time
pursuant to the provisions of this Article VIII for any of the following
purposes:





(a) to
give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article V;




to
remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article VI;




to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the
provisions of Section 9.2; or




(d) to
take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of such Debentures under any other
provision of this Indenture or under applicable law.




Section 8.2.Call of
Meetings by Trustee.The Trustee may at any time call a meeting of Securityholders to take any
action specified in Section 8.1, to be held at such time and at such place as
the Trustee shall determine. Notice of every meeting of the Securityholders,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed to holders of
Debentures affected at their addresses as they shall appear on the Debentures
Register and, if the Company is not a holder of Debentures, to the
Company.  Such notice shall be mailed not less than 20 nor more than
180 days prior to the date fixed for the meeting.




Section 8.3.Call of
Meetings by Company or Securityholders.In case at any time the
Company pursuant to a Board Resolution, or the holders of at least 10% in
aggregate principal amount of the Debentures, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of
Securityholders, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed the notice of such meeting within 20 days after receipt of such request,
then the Company or such Securityholders may determine the time and the place
for such meeting and may call such meeting to take any action authorized in
Section 8.1, by mailing notice thereof as provided in Section 8.2.




Section 8.4.Qualifications
for Voting.To be
entitled to vote at any meeting of Securityholders a Person shall (a) be a
holder of one or more Debentures with respect to which the meeting is being held
or (b) a Person appointed by an instrument in writing as proxy by a holder of
one or more such Debentures.  The only Persons who shall be entitled
to be present or to speak at any meeting of Securityholders shall be the Persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel.




Section 8.5.Regulations.Notwithstanding any other
provisions of this Indenture, the Trustee may make such reasonable regulations
as it may deem advisable for any meeting of Securityholders, in regard to proof
of the holding of Debentures and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall think
fit.




The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by
Securityholders as provided in Section 8.3, in which case the Company or the
Securityholders calling the meeting, as the case may be, shall in like manner
appoint a temporary chairman.  A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the
meeting.





Subject
to the provisions of Section 7.4, at any meeting each holder of Debentures with
respect to which such meeting is being held or proxy therefor shall be entitled
to one vote for each $1,000.00 principal amount of Debentures held or
represented by him; provided, however, that no vote shall be cast or counted at
any meeting in respect of any Debenture challenged as not outstanding and ruled
by the chairman of the meeting to be not outstanding.  The chairman of
the meeting shall have no right to vote other than by virtue of Debentures held
by him or instruments in writing as aforesaid duly designating him as the Person
to vote on behalf of other Securityholders.  Any meeting of
Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may
be adjourned from time to time by a majority of those present, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.




Section 8.6.Voting.The vote upon any resolution
submitted to any meeting of holders of Debentures with respect to which such
meeting is being held shall be by written ballots on which shall be subscribed
the signatures of such holders or of their representatives by proxy and the
serial number or numbers of the Debentures held or represented by
them.  The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the
meeting.  A record in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more Persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 8.2. The record shall
show the serial numbers of the Debentures voting in favor of or against any
resolution.  The record shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting.




Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.




Section 8.7.Quorum;
Actions.The
Persons entitled to vote a majority in principal amount of the Debentures then
outstanding shall constitute a quorum for a meeting of Securityholders;
provided, however, that if any action is to be taken at such meeting with
respect to a consent, waiver, request, demand, notice, authorization, direction
or other action which may be given by the holders of not less than a specified
percentage in principal amount of the Debentures then outstanding, the Persons
holding or representing such specified percentage in principal amount of the
Debentures then outstanding will constitute a quorum.  In the absence
of a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Securityholders, be
dissolved.  In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the permanent chairman of the
meeting prior to the adjournment of such meeting.  In the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days as determined by the permanent
chairman of the meeting prior to the adjournment of such adjourned
meeting.  Notice of the reconvening of any adjourned meeting shall be
given as provided in Section 8.2, except that such notice need be given only
once not less than 5 days prior to the date on which the meeting is scheduled to
be reconvened.  Notice of the reconvening of an adjourned meeting
shall state expressly the percentage, as provided above, of the principal amount
of the Debentures then outstanding which shall constitute a quorum.




Except as
limited by the provisos in the first paragraph of Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the holders of a
majority in principal amount of the Debentures then outstanding; provided,
however, that, except as limited by the provisos in the first paragraph of
Section 9.2, any resolution with respect to any consent, waiver, request,
demand, notice, authorization, direction or other action which this Indenture
expressly provides may be given by the holders of not less than a specified
percentage in principal amount of the Debentures then outstanding may be adopted
at a meeting or an adjourned meeting duly reconvened and at which a quorum is
present as aforesaid only by the affirmative vote of the holders of a not less
than such specified percentage in principal amount of the Debentures then
outstanding.




Any
resolution passed or decision taken at any meeting of holders of Debentures duly
held in accordance with this Section shall be binding on all the
Securityholders, whether or not present or represented at the
meeting.


ARTICLE
IX.




SUPPLEMENTAL
INDENTURES




Section 9.1.Supplemental
Indentures without Consent of Securityholders.The Company, when authorized
by a Board Resolution, and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto, without the consent
of the Securityholders, for one or more of the following purposes:




(a) to evidence the succession of
another Person to the Company, or successive successions, and the assumption by
the successor Person of the covenants, agreements and obligations of the
Company, pursuant to Article XI hereof;





(b) to add to the covenants of the
Company such further covenants, restrictions or conditions for the protection of
the holders of Debentures as the Board of Directors shall consider to be for the
protection of the holders of such Debentures, and to make the occurrence, or the
occurrence and continuance, of a default in any of such additional covenants,
restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as
herein set forth; provided, however, that in respect of any such additional
covenant restriction or condition such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or longer
than that allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the Trustee
upon such default;





(c) to cure any ambiguity or to correct
or supplement any provision contained herein or in any supplemental indenture
which may be defective or inconsistent with any other provision contained herein
or in any supplemental indenture, or to make such other provisions in regard to
matters or questions arising under this Indenture; provided that any such action
shall not materially adversely affect the interests of the holders of the
Debentures;





(d) to add to, delete from, or revise
the terms of Debentures, including, without limitation, any terms relating to
the issuance, exchange, registration or transfer of Debentures, including to
provide for transfer procedures and restrictions substantially similar to those
applicable to the Capital Securities as required by Section 2.5 (for purposes of
assuring that no registration of Debentures is required under the Securities
Act); provided, however, that any such action shall not adversely affect the
interests of the holders of the Debentures then outstanding (it being
understood, for purposes of this proviso, that transfer restrictions on
Debentures substantially similar to those that were applicable to Capital
Securities shall not be deemed to materially adversely affect the holders of the
Debentures);





(e) to evidence and provide for the
acceptance of appointment hereunder by a successor Trustee with respect to the
Debentures and to add to or change any of the provisions of this Indenture
as


1  shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee;





(f) to make any change (other than as
elsewhere provided in this paragraph) that does not adversely affect the rights
of any Securityholder in any material respect; or





(g) to provide for the issuance of and
establish the form and terms and conditions of the Debentures, to establish the
form of any certifications required to be furnished pursuant to the terms of
this Indenture or the Debentures, or to add to the rights of the holders of
Debentures.





The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.




Any
supplemental indenture authorized by the provisions of this Section 9.1 may be
executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time outstanding, notwithstanding any of the
provisions of Section 9.2.




Section 9.2.Supplemental
Indentures with Consent of Securityholders.With the consent (evidenced
as provided in Section 7.1) of the holders of not less than a majority in
aggregate principal amount of the Debentures at the time outstanding affected by
such supplemental indenture (voting as a class), the Company, when authorized by
a Board Resolution, and the Trustee may from time to time and at any time 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 any supplemental indenture or of modifying in any manner
the rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall without the consent of the holders of each
Debenture then outstanding and affected thereby (i) change the fixed maturity of
any Debenture, or reduce the principal amount thereof or any premium thereon, or
reduce the rate or extend the time of payment of interest thereon, or reduce any
amount payable on redemption thereof or make the principal thereof or any
interest or premium thereon payable in any coin or currency other than that
provided in the Debentures, or impair or affect the right of any Securityholder
to institute suit for payment thereof or impair the right of repayment, if any,
at the option of the holder, or (ii) reduce the aforesaid percentage of
Debentures the holders of which are required to consent to any such supplemental
indenture; provided further, however, that if the Debentures are held by a trust
or a trustee of such trust, such supplemental indenture shall not be effective
until the holders of a majority in Liquidation Amount of Trust Securities shall
have consented to such supplemental indenture; provided further, however, that
if the consent of the Securityholder of each outstanding Debenture is required,
such supplemental indenture shall not be effective until each holder of the
Trust Securities shall have consented to such supplemental
indenture.




Upon the
request of the Company accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.




Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall transmit by mail,
first class postage prepaid, a notice, prepared by the Company, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders as their names and addresses appear upon the Debenture
Register.  Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.




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




Section 9.3.Effect of
Supplemental Indentures.Upon the execution of any supplemental indenture pursuant to the
provisions of this Article IX, this Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the holders of Debentures shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.




Section 9.4.Notation
on Debentures.Debentures authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article IX may bear a
notation as to any matter provided for in such supplemental
indenture.  If the Company or the Trustee shall so determine, new
Debentures so modified as to conform, in the opinion of the Board of Directors
of the Company, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company,
authenticated by the Trustee or the Authenticating Agent and delivered in
exchange for the Debentures then outstanding.




Section 9.5.Evidence
of Compliance of Supplemental Indenture to be Furnished to Trustee.The Trustee, subject to the
provisions of Sections 6.1 and 6.2, shall, in addition to the documents required
by Section 14.6, receive an Officers’ Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article IX.  The Trustee shall
receive an Opinion of Counsel as conclusive evidence that any supplemental
indenture executed pursuant to this Article IX is authorized or permitted by,
and conforms to, the terms of this Article IX and that it is proper for the
Trustee under the provisions of this Article IX to join in the execution
thereof.


ARTICLE
X.




REDEMPTION OF
SECURITIES




Section 10.1.Optional
Redemption.The
Company shall have the right (subject to the receipt by the Company of prior
approval (i) if the Company is a bank holding company, from the Federal Reserve,
if then required under applicable capital guidelines or policies of the Federal
Reserve or (ii) if the Company is a savings and loan holding company, from the
OTS, if then required under applicable capital guidelines or policies of the
OTS) to redeem the Debentures, in whole or in part, but in all cases in a
principal amount with integral multiples of $1,000.00, on any Interest Payment
Date on or after the Interest Payment Date in September 2009 (the “Redemption
Date”), at the Redemption Price.




Section 10.2.Special
Event Redemption.If a Special Event shall occur and be continuing, the Company shall have
the right (subject to the receipt by the Company of prior approval (i) if the
Company is a bank holding company, from the Federal Reserve, if then required
under applicable capital guidelines or policies of the Federal Reserve or (ii)
if the Company is a savings and loan holding company, from the OTS, if then
required under applicable capital guidelines or policies of the OTS) to redeem
the Debentures in whole, but not in part, at any Interest Payment Date, within
120 days following the occurrence of such Special Event (the “Special Redemption
Date”) at the Special Redemption Price.





Section 10.3.Notice of
Redemption; Selection of Debentures.In case the Company shall
desire to exercise the right to redeem all, or, as the case may be, any part of
the Debentures, it shall cause to be mailed a notice of such redemption at least
30 and not more than 60 days prior to the Redemption Date or the Special
Redemption Date to the holders of Debentures so to be redeemed as a whole or in
part at their last addresses as the same appear on the Debenture
Register.  Such mailing shall be by first class mail. The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the holder receives such notice.  In any
case, failure to give such notice by mail or any defect in the notice to the
holder of any Debenture designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other
Debenture.




Each such
notice of redemption shall specify the CUSIP number, if any, of the Debentures
to be redeemed, the Redemption Date or the Special Redemption Date, as
applicable, the Redemption Price or the Special Redemption Price, as applicable,
at which Debentures are to be redeemed, the place or places of payment, that
payment will be made upon presentation and surrender of such Debentures, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue.  If less than all the
Debentures are to be redeemed the notice of redemption shall specify the numbers
of the Debentures to be redeemed.  In case the Debentures are to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Debenture, a new Debenture or
Debentures in principal amount equal to the unredeemed portion thereof will be
issued.




Prior to
10:00 a.m. New York City time on the Redemption Date or Special Redemption Date,
as applicable, the Company will deposit with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the Redemption Date or
the Special Redemption Date, as applicable, all the Debentures so called for
redemption at the appropriate Redemption Price or Special Redemption
Price.




If all,
or less than all, the Debentures are to be redeemed, the Company will give the
Trustee notice not less than 45 nor more than 60 days, respectively, prior to
the Redemption Date or Special Redemption Date, as applicable, as to the
aggregate principal amount of Debentures to be redeemed and the Trustee shall
select, in such manner as in its sole discretion it shall deem appropriate and
fair, the Debentures or portions thereof (in integral multiples of $1,000.00) to
be redeemed.




Section 10.4.Payment
of Debentures Called for Redemption.If notice of redemption has
been given as provided in Section 10.3, the Debentures or portions of Debentures
with respect to which such notice has been given shall become due and payable on
the Redemption Date or Special Redemption Date, as applicable, and at the place
or places stated in such notice at the applicable Redemption Price or Special
Redemption Price and on and after said date (unless the Company shall default in
the payment of such Debentures at the Redemption Price or Special Redemption
Price, as applicable) interest on the Debentures or portions of Debentures so
called for redemption shall cease to accrue.  On presentation and
surrender of such Debentures at a place of payment specified in said notice,
such Debentures or the specified portions thereof shall be paid and redeemed by
the Company at the applicable Redemption Price or Special Redemption
Price.




Upon
presentation of any Debenture redeemed in part only, the Company shall execute
and the Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Debenture or Debentures of
authorized denominations, in principal amount equal to the unredeemed portion of
the Debenture so presented.





ARTICLE
XI.




CONSOLIDATION, MERGER, SALE,
CONVEYANCE AND LEASE





Section 11.1.Company
May Consolidate, etc., on Certain Terms.Nothing contained in this
Indenture or in the Debentures shall prevent any consolidation or merger of the
Company with or into any other Person (whether or not affiliated with the
Company) or successive consolidations or mergers in which the Company or its
successor or successors shall be a party or parties, or shall prevent any sale,
conveyance, transfer or other disposition of the property or capital stock of
the Company or its successor or successors as an entirety, or substantially as
an entirety, to any other Person (whether or not affiliated with the Company, or
its successor or successors) authorized to acquire and operate the same;
provided, however, that the Company hereby covenants and agrees that, upon any
such consolidation, merger (where the Company is not the surviving corporation),
sale, conveyance, transfer or other disposition, the due and punctual payment of
the principal of (and premium, if any) and interest on all of the Debentures in
accordance with their terms, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this Indenture
to be kept or performed by the Company, shall be expressly assumed by
supplemental indenture satisfactory in form to the Trustee executed and
delivered to the Trustee by the entity formed by such consolidation, or into
which the Company shall have been merged, or by the entity which shall have
acquired such property or capital stock.




Section 11.2.Successor
Entity to be Substituted.In case of any such
consolidation, merger, sale, conveyance, transfer or other disposition and upon
the assumption by the successor entity, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and
punctual payment of the principal of and premium, if any, and interest on all of
the Debentures and the due and punctual performance and observance of all of the
covenants and conditions of this Indenture to be performed or observed by the
Company, such successor entity shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the Company, and
thereupon the predecessor entity shall be relieved of any further liability or
obligation hereunder or upon the Debentures. Such successor entity thereupon may
cause to be signed, and may issue in its own name, any or all of the Debentures
issuable hereunder which theretofore shall not have been signed by the Company
and delivered to the Trustee or the Authenticating Agent; and, upon the order of
such successor entity instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee or the
Authenticating Agent shall authenticate and deliver any Debentures which
previously shall have been signed and delivered by the officers of the Company,
to the Trustee or the Authenticating Agent for authentication, and any
Debentures which such successor entity thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating Agent for that
purpose.  All the Debentures so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Debentures theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Debentures had been issued at the date of the execution
hereof.




Section 11.3.Opinion
of Counsel to be Given to Trustee.The Trustee, subject to the
provisions of Sections 6.1 and 6.2, shall receive, in addition to the Opinion of
Counsel required by Section 9.5, an Opinion of Counsel as conclusive evidence
that any consolidation, merger, sale, conveyance, transfer or other disposition,
and any assumption, permitted or required by the terms of this Article XI
complies with the provisions of this Article XI.




ARTICLE
XII.




SATISFACTION AND DISCHARGE
OF INDENTURE




Section 12.1.Discharge
of Indenture.When




(a)           the
Company shall deliver to the Trustee for cancellation all Debentures theretofore
authenticated (other than any Debentures which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section 2.6)
and not theretofore canceled, or





(b)           all
the Debentures not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within 1 year or are to be called for redemption within 1 year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust, funds,
which shall be immediately due and payable, sufficient to pay at maturity or
upon redemption all of the Debentures (other than any Debentures which shall
have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.6) not theretofore canceled or delivered to the Trustee
for cancellation, including principal and premium, if any, and interest due or
to become due to such date of maturity or redemption date, as the case may be,
but excluding, however, the amount of any moneys for the payment of principal
of, and premium, if any, or interest on the Debentures (1) theretofore repaid to
the Company in accordance with the provisions of Section 12.4, or (2) paid to
any state or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in the case of either clause (a) or clause (b) the Company
shall also pay or cause to be paid all other sums payable hereunder by the
Company, then this Indenture shall cease to be of further effect except for the
provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4
hereof shall survive until such Debentures shall mature and be
paid.  Thereafter, Sections 6.6 and 12.4 shall survive, and the
Trustee, on demand of the Company accompanied by 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, and at the cost and expense of the Company, shall execute proper
instruments acknowledging satisfaction of and discharging this
Indenture.  The Company agrees to reimburse the Trustee for any costs
or expenses thereafter reasonably and properly incurred by the Trustee in
connection with this Indenture or the Debentures.





Section 12.2.Deposited
Moneys to be Held in Trust by Trustee.Subject to the provisions of
Section 12.4, all moneys deposited with the Trustee pursuant to Section 12.1
shall be held in trust in a non-interest bearing account and applied by it to
the payment, either directly or through any paying agent (including the Company
if acting as its own paying agent), to the holders of the particular Debentures
for the payment of which such moneys have been deposited with the Trustee, of
all sums due and to become due thereon for principal, and premium, if any, and
interest.




Section 12.3.Paying
Agent to Repay Moneys Held.Upon the satisfaction and
discharge of this Indenture all moneys then held by any paying agent of the
Debentures (other than the Trustee) shall, upon demand of the Company, be repaid
to it or paid to the Trustee, and thereupon such paying agent shall be released
from all further liability with respect to such moneys.




Section 12.4.Return of
Unclaimed Moneys.Any moneys deposited with or paid to the Trustee or any paying agent for
payment of the principal of, and premium, if any, or interest on Debentures and
not applied but remaining unclaimed by the holders of Debentures for 2 years
after the date upon which the principal of, and premium, if any, or interest on
such Debentures, as the case may be, shall have become due and payable, shall,
subject to applicable escheatment laws, be repaid to the Company by the Trustee
or such paying agent on written demand; and the holder of any of the Debentures
shall thereafter look only to the Company for any payment which such holder may
be entitled to collect, and all liability of the Trustee or such paying agent
with respect to such moneys shall thereupon cease.





ARTICLE
XIII.




IMMUNITY OF INCORPORATORS,
STOCKHOLDERS,




OFFICERS AND
DIRECTORS




Section 13.1.Indenture
and Debentures Solely Corporate Obligations.No recourse for the payment
of the principal of or premium, if any, or interest on any Debenture, or for any
claim based thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company in this Indenture or
in any supplemental indenture, or in any such Debenture, or because of the
creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, employee, officer or director, as such, past, present
or future, of the Company or of any successor Person of the Company, either
directly or through the Company or any successor Person of the Company, whether
by virtue of any constitution, statute or rule of law, or by the enforcement of
any assessment or penalty or otherwise, it being expressly understood that all
such liability is hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture and the issue of the
Debentures.





ARTICLE
XIV. MISCELLANEOUS
PROVISIONS




Section 14.1.Successors.All the covenants,
stipulations, promises and agreements of the Company in this Indenture shall
bind its successors and assigns whether so expressed or not.




Section 14.2.Official
Acts by Successor Entity.Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by
any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee, officer or
other authorized Person of any entity that shall at the time be the lawful
successor of the Company.




Section 14.3.Surrender
of Company Powers.The Company by instrument in writing executed by authority of at least
2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company and thereupon such power so
surrendered shall terminate both as to the Company, and as to any permitted
successor.




Section 14.4.Addresses
for Notices, etc.Any notice, consent, direction, request, authorization, waiver or demand
which by any provision of this Indenture is required or permitted to be given,
made, furnished or served by the Trustee or by the Securityholders on or to the
Company may be given or served in writing by being deposited postage prepaid by
registered or certified mail in a post office letter box addressed (until
another address is filed by the Company, with the Trustee for the purpose) to
the Company, 27710 Jefferson Avenue, A-100, Temecula, California 92590,
Attention: Donald A. Pitcher. Any notice, consent, direction, request,
authorization, waiver or demand by any Securityholder or the Company to or upon
the Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the office of the Trustee, addressed to
the Trustee, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware  19890-1600, Attention: Corporate Trust
Administration.  Any notice, consent, direction, request,
authorization, waiver or demand on or to any Securityholder shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in
writing at the address set forth in the Debenture Register.




Section 14.5.Governing
Law.This
Indenture and each Debenture shall be deemed to be a contract made under the law
of the State of New York, and for all purposes shall be governed by and
construed in accordance with the law of said State, without regard to conflict
of laws principles thereof.





Section 14.6.Evidence
of Compliance with Conditions Precedent.Upon any application or
demand by the Company to the Trustee to take any action under any of the
provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that in the opinion of the signers all conditions
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 have been complied
with.




Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not in the opinion of such
person, such condition or covenant has been complied with.




Section 14.7.Table of
Contents, Headings, etc.The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.




Section 14.8.Execution
in Counterparts.This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.




Section 14.9.Separability.In case any one or more of
the provisions contained in this Indenture or in the Debentures shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Indenture or of such Debentures, but this Indenture and such Debentures
shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein or therein.




Section 14.10.Assignment.The Company will have the
right at all times to assign any of its rights or obligations under this
Indenture to a direct or indirect wholly owned Subsidiary of the Company,
provided that, in the event of any such assignment, the Company will remain
liable for all such obligations.  Subject to the foregoing, this
Indenture is binding upon and inures to the benefit of the parties hereto and
their respective successors and assigns.  This Indenture may not
otherwise be assigned by the parties hereto.




Section 14.11.Acknowledgment
of Rights.The
Company agrees that, with respect to any Debentures held by the Trust or the
Institutional Trustee of the Trust, if the Institutional Trustee of the Trust
fails to enforce its rights under this Indenture as the holder of Debentures
held as the assets of such Trust after the holders of a majority in Liquidation
Amount of the Capital Securities of such Trust have so directed such
Institutional Trustee, a holder of record of such Capital Securities may, to the
fullest extent permitted by law, institute legal proceedings directly against
the Company to enforce such Institutional Trustee’s rights under this Indenture
without first instituting any legal proceedings against such trustee or any
other Person.  Notwithstanding the foregoing, if an Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Company to pay interest (or premium, if any) or principal on the Debentures
on the date such interest (or premium, if any) or principal is otherwise payable
(or in the case of redemption, on the redemption date), the Company agrees that
a holder of record of Capital Securities of the Trust may directly institute a
proceeding against the Company for enforcement of payment to such holder
directly of the principal of (or premium, if any) or interest on the Debentures
having an aggregate principal amount equal to the aggregate Liquidation Amount
of the Capital Securities of such holder on or after the respective due date
specified in the Debentures.




ARTICLE
XV.




SUBORDINATION OF
DEBENTURES




Section 15.1.Agreement
to Subordinate.The Company covenants and agrees, and each holder of Debentures by such
Securityholder’s acceptance thereof likewise covenants and agrees, that all
Debentures shall be issued subject to the provisions of this Article XV; and
each holder of a Debenture, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such
provisions.




The
payment by the Company of the principal of, and premium, if any, and interest on
all Debentures shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company, whether outstanding at the date of this
Indenture or thereafter incurred; provided, however, that the Debentures shall
rank pari passuin
right of payment with the Company’s Floating Rate Junior Subordinated Deferrable
Debentures due June 26, 2032 issued pursuant to an Indenture dated June 26, 2002
by and between the Company and State Street Bank and Trust Company of
Connecticut N.A. and the Company’s Floating Rate Junior Subordinated Deferrable
Debentures due September 17, 2033 issued pursuant to an Indenture dated
September 17, 2003 by and between the Company and U.S Bank National
Association.




No
provision of this Article XV shall prevent the occurrence of any default or
Event of Default hereunder.




Section 15.2.Default
on Senior Indebtedness.In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company following any grace period, or in the event
that the maturity of any Senior Indebtedness of the Company has been accelerated
because of a default and such acceleration has not been rescinded or canceled
and such Senior Indebtedness has not been paid in full, then, in either case, no
payment shall be made by the Company with respect to the principal (including
redemption) of, or premium, if any, or interest on the Debentures.




In the
event that, notwithstanding the foregoing, any payment shall be received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.2, such payment shall, subject to Section 15.7, be held in trust for
the benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness.




Section 15.3.Liquidation,
Dissolution, Bankruptcy.Upon any payment by the Company or distribution of assets of the Company
of any kind or character, whether in cash, property or securities, to creditors
upon any dissolution or winding-up or liquidation or reorganization of the
Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness
of the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company,
on account of the principal (and premium, if any) or interest on the
Debentures.  Upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Securityholders or the Trustee would be entitled to receive from the
Company, except for the provisions of this Article XV, shall be paid by the
Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, or by the Securityholders
or by the Trustee under this Indenture if received by them or it, directly to
the holders of Senior Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money’s worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Securityholders or to the
Trustee.




In the
event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing, shall be received by the Trustee before
all Senior Indebtedness is paid in full, or provision is made for such payment
in money in accordance with its terms, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of such Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, for application
to the payment of all Senior Indebtedness, remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of such Senior Indebtedness.




For
purposes of this Article XV, the words “cash, property or securities” shall not
be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XV with respect to
the Debentures to the payment of all Senior Indebtedness, that may at the time
be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of such Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or
readjustment.  The consolidation of the Company with, or the merger of
the Company into, another corporation or the liquidation or dissolution of the
Company following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and
conditions provided for in Article XI of this Indenture shall not be deemed a
dissolution, winding-up, liquidation or reorganization for the purposes of this
Section if such other corporation shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article XI
of this Indenture.  Nothing in Section 15.2 or in this Section shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6
of this Indenture.




Section 15.4.Subrogation.Subject to the payment in
full of all Senior Indebtedness, the Securityholders shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company, applicable to such
Senior Indebtedness until the principal of (and premium, if any) and interest on
the Debentures shall be paid in full. For the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of any
cash, property or securities to which the Securityholders or the Trustee would
be entitled except for the provisions of this Article XV, and no payment over
pursuant to the provisions of this Article XV to or for the benefit of the
holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness of
the Company, and the holders of the Debentures be deemed to be a payment or
distribution by the Company to or on account of such Senior
Indebtedness.  It is understood that the provisions of this Article XV
are and are intended solely for the purposes of defining the relative rights of
the holders of the Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.




Nothing
contained in this Article XV or elsewhere in this Indenture or in the Debentures
is intended to or shall impair, as between the Company, its creditors other than
the holders of Senior Indebtedness, and the holders of the Debentures, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Debentures the principal of (and premium, if any) and interest on
the Debentures as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
holders of the Debentures and creditors of the Company, other than the holders
of Senior Indebtedness, nor shall anything herein or therein prevent the Trustee
or the holder of any Debenture from exercising all remedies otherwise permitted
by applicable law upon default under this Indenture, subject to the rights, if
any, under this Article XV of the holders of such Senior Indebtedness in respect
of cash, property or securities of the Company, received upon the exercise of
any such remedy.




Upon any
payment or distribution of assets of the Company referred to in this Article XV,
the Trustee, subject to the provisions of Article VI of this Indenture, and the
Securityholders shall be entitled to conclusively rely upon any order or decree
made by any court of competent jurisdiction in which such dissolution,
winding-up, liquidation or reorganization proceedings are pending, or a
certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent
or other Person making such payment or distribution, delivered to the Trustee or
to the Securityholders, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness 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 XV.




Section 15.5.Trustee
to Effectuate Subordination.Each Securityholder by such
Securityholder’s acceptance thereof authorizes and directs the Trustee on such
Securityholder’s behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article XV and appoints the
Trustee such Securityholder’s attorney-in-fact for any and all such
purposes.




Section 15.6.Notice by
the Company.The
Company shall give prompt written notice to a Responsible Officer of the Trustee
at the Principal Office of the Trustee of any fact known to the Company that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Debentures pursuant to the provisions of this Article
XV.  Notwithstanding the provisions of this Article XV 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 of
monies to or by the Trustee in respect of the Debentures pursuant to the
provisions of this Article XV, unless and until a Responsible Officer of the
Trustee at the Principal Office of the Trustee shall have received written
notice thereof from the Company or a holder or holders of Senior Indebtedness or
from any trustee therefor; and before the receipt of any such written notice,
the Trustee, subject to the provisions of Article VI of this Indenture, shall be
entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this
Section at least 2 Business Days prior to the date upon which by the terms
hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (or premium, if any) or interest on
any Debenture), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to
apply the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within 2
Business Days prior to such date.




The
Trustee, subject to the provisions of Article VI of this Indenture, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
or representative on behalf of such holder), to establish that such notice has
been given by a holder of such Senior Indebtedness or a trustee or
representative on behalf of any such holder or holders.  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 such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XV, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness 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 XV, 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 15.7.Rights of
the Trustee; Holders of Senior Indebtedness.The Trustee in its
individual capacity shall be entitled to all the rights set forth in this
Article XV in respect of any Senior Indebtedness at any time held by it, to the
same extent as any other holder of Senior Indebtedness, and nothing in this
Indenture shall deprive the Trustee of any of its rights as such
holder.




With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article XV, and no implied covenants or obligations with respect
to the holders of such Senior Indebtedness shall be read into this Indenture
against the Trustee.  The Trustee shall not be deemed to owe any
fiduciary duty to the holders of such Senior Indebtedness and, subject to the
provisions of Article VI of this Indenture, the Trustee shall not be liable to
any holder of such Senior Indebtedness if it shall pay over or deliver to
Securityholders, the Company or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this Article
XV or otherwise.




Nothing
in this Article XV shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 6.6.




Section 15.8.Subordination
May Not Be Impaired.No right of any present or future holder of any Senior Indebtedness 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
otherwise be charged with.




Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the Securityholders, without incurring
responsibility to the Securityholders and without impairing or releasing the
subordination provided in this Article XV or the obligations hereunder of the
holders of the Debentures to the holders of such Senior Indebtedness, do any one
or more of the following:  (i) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, such Senior
Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding;


(ii)
sell, exchange, release or otherwise deal with any property pledged, mortgaged
or otherwise securing such Senior Indebtedness; (iii) release any Person liable
in any manner for the collection of such Senior Indebtedness; and (iv) exercise
or refrain from exercising any rights against the Company, and any other
Person.




Signatures
appear on the following page








EXHIBIT
A




FORM
OF FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE




[FORM OF
FACE OF SECURITY]




THIS
SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION.




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


1  (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,


2  (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,


3  (E) TO AN
INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE 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 BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO
SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF 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 WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
EXEMPTION.




THIS
SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
$1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY
IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL
BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.




THE
HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.




IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.




Floating
Rate Junior Subordinated Deferrable Interest Debenture




of




Temecula
Valley Bancorp Inc.




September
20, 2004




Temecula
Valley Bancorp Inc., a California corporation (the “Company” which term includes
any successor Person under the Indenture hereinafter referred to), for value
received promises to pay to Wilmington Trust Company, not in its individual
capacity but solely as Institutional Trustee for Temecula Valley Statutory Trust
III (the “Holder”) or registered assigns, the principal sum of eight million two
hundred forty-eight thousand dollars ($8,248,000.00) on September 20, 2034, and
to pay interest on said principal sum from September 20, 2004, or from the most
recent Interest Payment Date (as defined below) to which interest has been paid
or duly provided for, quarterly (subject to deferral as set forth herein) in
arrears on March 20, June 20, September 20 and December 20 of each year or if
such day is not a Business Day, then the next succeeding Business Day (each such
date, an “Interest Payment Date”) (it being understood that interest accrues for
any such non-Business Day), commencing on the Interest Payment Date in December
2004, at an annual rate equal to 4.07% beginning on (and including) the date of
original issuance and ending on (but excluding) the Interest Payment Date in
December 2004 and at an annual rate for each successive period beginning on (and
including) the Interest Payment Date in December 2004, and each succeeding
Interest Payment Date, and ending on (but excluding) the next succeeding
Interest Payment Date (each a “Distribution Period”), equal to 3-Month LIBOR,
determined as described below, plus 2.20% (the “Coupon Rate”), applied to the
principal amount hereof, until the principal hereof is paid or duly provided for
or made available for payment, and on any overdue principal and (without
duplication and to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest (including Additional
Interest) at the Interest Rate in effect for each applicable period, compounded
quarterly, from the dates such amounts are due until they are paid or made
available for payment.  The amount of interest payable for any period
will be computed on the basis of the actual number of days in the Distribution
Period concerned divided by 360.  The interest installment so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Debenture
(or one or more Predecessor Securities) is registered at the close of business
on the regular record date for such interest installment, which shall be five
days prior to the day on which the relevant Interest Payment Date occurs. Any
such interest installment not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such regular record date and may
be paid to the Person in whose name this Debenture (or one or more Predecessor
Securities) is registered at the close of business on a special record
date.




“3-Month
LIBOR” as used herein, means the London interbank offered interest rate for
three-month U.S. dollar deposits determined by the Trustee in the following
order of priority:  (i) the rate (expressed as a percentage per annum)
for U.S. dollar deposits having a three-month maturity that appears on Telerate
Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
(“Telerate Page 3750” means the display designated as “Page 3750” on the Dow
Jones Telerate Service or such other page as may replace Page 3750 on that
service or such other service or services as may be nominated by the British
Bankers’ Association as the information vendor for the purpose of displaying
London interbank offered rates for U.S. dollar deposits); (ii) if such rate
cannot be identified on the related Determination Date, the Trustee will request
the principal London offices of four leading banks in the London interbank
market to provide such banks’ offered quotations (expressed as percentages per
annum) to prime banks in the London interbank market for U.S. dollar deposits
having a three-month maturity as of 11:00 a.m. (London time) on such
Determination Date.  If at least two quotations are provided, 3-Month
LIBOR will be the arithmetic mean of such quotations; (iii) if fewer than two
such quotations are provided as requested in clause (ii) above, the Trustee will
request four major New York City banks to provide such banks’ offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S.
dollars as of 11:00 a.m. (London time) on such Determination Date.  If
at least two such quotations are provided, 3-Month LIBOR will be the arithmetic
mean of such quotations; and (iv) if fewer than two such quotations are provided
as requested in clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR
determined with respect to the Distribution Period immediately preceding such
current Distribution Period.  If the rate for U.S. dollar deposits
having a three-month maturity that initially appears on Telerate Page 3750 as of
11:00 a.m. (London time) on the related Determination Date is superseded on the
Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
Determination Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination
Date.  As used herein, “Determination Date” means the date that is two
London Banking Days (i.e., a business day in which dealings in deposits in U.S.
dollars are transacted in the London interbank market) preceding the
commencement of the relevant Distribution Period.




The
Interest Rate for any Distribution Period will at no time be higher than the
maximum rate then permitted by New York law as the same may be modified by
United States law.




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


The
principal of and interest on this Debenture shall be payable at the office or
agency of the Trustee (or other paying agent appointed by the Company)
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made by check
mailed to the registered holder at such address as shall appear in the Debenture
Register if a request for a wire transfer by such holder has not been received
by the Company or by wire transfer to an account appropriately designated by the
holder hereof.  Notwithstanding the foregoing, so long as the holder
of this Debenture is the Institutional Trustee, the payment of the principal of
and interest on this Debenture will be made in immediately available funds at
such place and to such account as may be designated by the Trustee.




So long
as no Extension Event of Default has occurred and is continuing, the Company
shall have the right, from time to time, and without causing an Event of
Default, to defer payments of interest on the Debentures by extending the
interest payment period on the Debentures at any time and from time to time
during the term of the Debentures, for up to 20 consecutive quarterly periods
(each such extended interest payment period, an “Extension Period”), during
which Extension Period no interest (including Additional Interest) shall be due
and payable (except any Additional Sums that may be due and
payable).  No Extension Period may end on a date other than an
Interest Payment Date.  During an Extension Period, interest will
continue to accrue on the Debentures, and interest on such accrued interest will
accrue at an annual rate equal to the Interest Rate in effect for such Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the Extension Period, to the extent permitted by law (such
interest referred to herein as “Additional Interest”).  At the end of
any such Extension Period the Company shall pay all interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon); provided,
however, that no Extension Period may extend beyond the Maturity Date; provided
further, however, that during any such Extension Period, the Company shall not
and shall not permit any Affiliate to engage in any of the activities or
transactions described on the reverse side hereof and in the
Indenture.  Prior to the termination of any Extension Period, the
Company may further extend such period, provided that such period together with
all such previous and further consecutive extensions thereof shall not exceed 20
consecutive quarterly periods, or extend beyond the Maturity
Date.  Upon the termination of any Extension Period and upon the
payment of all accrued and unpaid interest and Additional Interest, the Company
may commence a new Extension Period, subject to the foregoing
requirements.  No interest or Additional 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 Additional Interest.  The Company
must give the Trustee notice of its election to begin or extend an Extension
Period by the close of business at least 5 Business Days prior to the Interest
Payment Date with respect to which interest on the Debentures would have been
payable except for the election to begin or extend such Extension
Period.




The
indebtedness evidenced by this Debenture is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness, and this Debenture is issued subject to the
provisions of the Indenture with respect thereto.  Each holder of this
Debenture, 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 action as may be necessary or appropriate to acknowledge or 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, hereby waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
and waives reliance by each such holder upon said provisions.




This
Debenture shall not be entitled to any benefit under the Indenture hereinafter
referred to, be valid or become obligatory for any purpose until the certificate
of authentication hereon shall have been signed by or on behalf of the
Trustee.


The
provisions of this Debenture are continued on the reverse side hereof and such
provisions shall for all purposes have the same effect as though fully set forth
at this place.


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




TEMECULA
      VALLEY BANCORP INC.




By:__________________




Name:




Title:




CERTIFICATE OF
AUTHENTICATIONThis is one of the Debentures referred to in the
within-mentioned Indenture. WILMINGTON TRUST COMPANY, as Trustee




By:   Authorized
      Officer


[FORM OF
REVERSE OF DEBENTURE]




This
Debenture is one of the floating rate junior subordinated deferrable interest
debentures of the Company, all issued or to be issued under and pursuant to the
Indenture dated as of September 20, 2004 (the “Indenture”), duly executed and
delivered between the Company and the Trustee, to which Indenture reference is
hereby made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Trustee, the Company and the holders of
the Debentures.  The Debentures are limited in aggregate principal
amount as specified in the Indenture.




Upon the
occurrence and continuation of a Special Event prior to the Interest Payment
Date in September 2009, the Company shall have the right to redeem the
Debentures in whole, but not in part, at any Interest Payment Date, within 120
days following the occurrence of such Special Event, at the Special Redemption
Price.




In
addition, the Company shall have the right to redeem the Debentures, in whole or
in part, but in all cases in a principal amount with integral multiples of
$1,000.00, on any Interest Payment Date on or after the Interest Payment Date in
September 2009, at the Redemption Price.




Prior to
10:00 a.m. New York City time on the Redemption Date or Special Redemption Date,
as applicable, the Company will deposit with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the Redemption Date or
the Special Redemption Date, as applicable, all the Debentures so called for
redemption at the appropriate Redemption Price or Special Redemption
Price.




If all,
or less than all, the Debentures are to be redeemed, the Company will give the
Trustee notice not less than 45 nor more than 60 days, respectively, prior to
the Redemption Date or Special Redemption Date, as applicable, as to the
aggregate principal amount of Debentures to be redeemed and the Trustee shall
select, in such manner as in its sole discretion it shall deem appropriate and
fair, the Debentures or portions thereof (in integral multiples of $1,000.00) to
be redeemed.




Notwithstanding
the foregoing, any redemption of Debentures by the Company shall be subject to
the receipt of any and all required regulatory approvals.




In case
an Event of Default described in Section 5.1(a), (d) or (e) of the Indenture
shall have occurred and be continuing, upon demand of the Trustee, the principal
of all of the Debentures shall become due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.




The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Debentures at the time outstanding, to execute supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Debentures; provided, however, that no such supplemental indenture shall without
the consent of the holders of each Debenture then outstanding and affected
thereby (i) change the fixed maturity of any Debenture, or reduce the principal
amount thereof or any premium thereon, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof
or make the principal thereof or any interest or premium thereon payable in any
coin or currency other than that provided in the Debentures, or impair or affect
the right of any Securityholder to institute suit for payment thereof or impair
the right of repayment, if any, at the option of the holder, or (ii) reduce the
aforesaid percentage of Debentures the holders of which are required to consent
to any such supplemental indenture.





The
Indenture also contains provisions permitting the holders of a majority in
aggregate principal amount of the Debentures at the time outstanding on behalf
of the holders of all of the Debentures to waive (or modify any previously
granted waiver of) any past default or Event of Default, and its consequences,
except a default (a) in the payment of principal of, premium, if any, or
interest on any of the Debentures, (b) in respect of covenants or provisions
hereof or of the Indenture which cannot be modified or amended without the
consent of the holder of each Debenture affected, or (c) in respect of the
covenants contained in Section 3.9 of the Indenture; provided, however, that if
the Debentures are held by the Trust or a trustee of such trust, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further, that
if the consent of the holder of each outstanding Debenture is required, such
waiver shall not be effective until each holder of the Trust Securities of the
Trust shall have consented to such waiver.  Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of the
Indenture and the Company, the Trustee and the holders of the Debentures shall
be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.  Whenever any default or Event
of Default hereunder shall have been waived as permitted by the Indenture, said
default or Event of Default shall for all purposes of the Debentures and the
Indenture be deemed to have been cured and to be not continuing.




No
reference herein to the Indenture and no provision of this Debenture or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest,
including Additional Interest, on this Debenture at the time and place and at
the rate and in the money herein prescribed.




The
Company has agreed that if Debentures are initially issued to the Trust or a
trustee of such Trust in connection with the issuance of Trust Securities by the
Trust (regardless of whether Debentures continue to be held by such Trust) and
(i) there shall have occurred and be continuing an Event of Default, (ii) the
Company shall be in default with respect to its payment of any obligations under
the Capital Securities Guarantee, or (iii) the Company shall have given notice
of its election to defer payments of interest on the Debentures by extending the
interest payment period as provided herein and such Extension Period, or any
extension thereof, shall be continuing, then the Company shall not, and shall
not allow any Affiliate of the Company to, (x) 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 capital stock or its Affiliates’ capital
stock (other than payments of dividends or distributions to the Company) or make
any guarantee payments with respect to the foregoing or (y) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Company or any Affiliate that rank pari passu in all respects
with or junior in interest to the Debentures (other than, with respect to
clauses (x) and (y) above,  (1) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
if any, (2) as a result of any exchange or conversion of any class or series of
the Company’s capital stock (or any capital stock of a subsidiary of the
Company) for any class or series of the Company’s capital stock or of any class
or series of the Company’s indebtedness for any class or series of the Company’s
capital stock, (3) the purchase of fractional interests in shares of the
Company’s capital stock pursuant to the conversion or exchange provisions of
such capital stock or the security being converted or exchanged,


(4) any
declaration of a dividend in connection with any stockholders’ rights plan, or
the issuance of rights, stock or other property under any stockholders’ rights
plan, or the redemption or repurchase of rights pursuant thereto, (5) any
dividend in the form of stock, warrants, options or other rights where the
dividend stock or the stock issuable upon exercise of such warrants, options or
other rights is the same stock as that on which the dividend is being paid or
ranks pari passu with
or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith, or (6) payments under the Capital Securities
Guarantee).




The
Debentures are issuable only in registered, certificated form without coupons
and in minimum denominations of $100,000.00 and any multiple of $1,000.00 in
excess thereof.  As provided in the Indenture and subject to the
transfer restrictions and limitations as may be contained herein and therein
from time to time, this Debenture is transferable by the holder hereof on the
Debenture Register of the Company.  Upon due presentment for
registration of transfer of any Debenture at the Principal Office of the Trustee
or at any office or agency of the Company maintained for such purpose as
provided in Section 3.2 of the Indenture, the Company shall execute, the Company
or the Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Debenture for a like aggregate principal
amount.  All Debentures presented for registration of transfer or for
exchange or payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to, the Company and
the Trustee or the Authenticating Agent duly executed by the holder or his
attorney duly authorized in writing.  No service charge shall be made
for any exchange or registration of transfer of Debentures, but the Company or
the Trustee may require payment of a sum sufficient to cover any tax, fee or
other governmental charge that may be imposed in connection
therewith.




Prior to
due presentment for registration of transfer of any Debenture, the Company, the
Trustee, any Authenticating Agent, any paying agent, any transfer agent and any
Debenture registrar may deem the Person in whose name such Debenture shall be
registered upon the Debenture Register to be, and may treat him as, the absolute
owner of such Debenture (whether or not such Debenture shall be overdue) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Debenture and for all other purposes; and neither the
Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any Debenture registrar shall be affected by any notice
to the contrary.  All such payments so made to any holder for the time
being or upon his order shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Debenture.




No
recourse for the payment of the principal of or premium, if any, or interest on
any Debenture, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or in any supplemental indenture, or in any such
Debenture, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, officer or
director, as such, past, present or future, of the Company or of any successor
Person of the Company, either directly or through the Company or any successor
Person of the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of the
Indenture and the issue of the Debentures.




Capitalized
terms used and not defined in this Debenture shall have the meanings assigned in
the Indenture dated as of the date of original issuance of this Debenture
between the Trustee and the Company.




THE
INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THEREOF.