AMENDED
AND RESTATED TRUST AGREEMENT





among





TEMECULA
VALLEY BANCORP INC.,


as
Depositor








WILMINGTON
TRUST COMPANY,


as
Property Trustee














WILMINGTON
TRUST COMPANY,


as
Delaware Trustee





and








THE
ADMINISTRATIVE TRUSTEES NAMED HEREIN


as
Administrative Trustees





________________








Dated as
of January 17, 2008








TEMECULA
VALLEY STATUTORY TRUST VI

















TABLE
OF CONTENTS


PageARTICLE
      I. Defined Terms
              1SECTION
      1.1.
              Definitions.
              1ARTICLE
      II. The Trust
              9SECTION
      2.1.
              Name.
              9SECTION
      2.2.
              Office
      of the Delaware Trustee; Principal Place of Business.
              9SECTION
      2.3.
              Initial
      Contribution of Trust Property; Fees, Costs and Expenses.
              9SECTION
      2.4.
              Purposes
      of Trust.
              10SECTION
      2.5.
              Authorization
      to Enter into Certain Transactions.
              10SECTION
      2.6.
              Assets
      of Trust.
              13SECTION
      2.7.
              Title
      to Trust Property.
              13ARTICLE
      III. Payment Account; Paying Agents
              13SECTION
      3.1.
              Payment
      Account.
              13SECTION
      3.2.
              Appointment
      of Paying Agents.
              13ARTICLE
      IV. Distributions; Redemption
              14SECTION
      4.1.
              Distributions.
              14SECTION
      4.2.
              Redemption.
              15SECTION
      4.3.
              Subordination
      of Common Securities.
              17SECTION
      4.4.
              Payment
      Procedures.
              18SECTION
      4.5.
              Withholding
      Tax.
              18SECTION
      4.6.
              Tax
      Returns and Other Reports.
              18SECTION
      4.7.
              Payment
      of Taxes, Duties, Etc. of the Trust.
              19SECTION
      4.8.
              Payments
      under Indenture or Pursuant to Direct Actions.
              19SECTION
      4.9.
              Exchanges.
              19SECTION
      4.10.
              [Intentionally
      Blank]
              19SECTION
      4.11.
              Certain
      Accounting Matters.
              19ARTICLE
      V. Securities
              20SECTION
      5.1.
              Initial
      Ownership.
              20SECTION
      5.2.
              Authorized
      Trust Securities.
              20SECTION
      5.3.
              Issuance
      of the Common Securities; Subscription and Purchase of
    Notes.
              20SECTION
      5.4.
              The
      Securities Certificates.
              21SECTION
      5.5.
              Rights
      of Holders.
              21SECTION
      5.6.
              Book-Entry
      Trust Preferred Securities.
              21SECTION
      5.7.
              Registration
      of Transfer and Exchange of Trust Preferred Securities
      Certificates.
              23SECTION
      5.8.
              Mutilated,
      Destroyed, Lost or Stolen Securities Certificates.
              24SECTION
      5.9.
              Persons
      Deemed Holders.
              25SECTION
      5.10.
              Cancellation.
              25SECTION
      5.11.
              Ownership
      of Common Securities by Depositor.
              25SECTION
      5.12.
              Restricted
      Legends.
              25SECTION
      5.13.
              Form
      of Certificate of Authentication.
              26ARTICLE
      VI. Meetings; Voting; Acts of Holders
              26SECTION
      6.1.
              Notice
      of Meetings.
              26SECTION
      6.2.
              Meetings
      of Holders of the Trust Preferred Securities.
              27SECTION
      6.3.
              Voting
      Rights.
              27SECTION
      6.4.
              Proxies,
      Etc.
              27SECTION
      6.5.
              Holder
      Action by Written Consent.
              27SECTION
      6.6.
              Record
      Date for Voting and Other Purposes.
              27
  
  SECTION
      6.7.
              Acts
      of Holders.
              28SECTION
      6.8.
              Inspection
      of Records.
              28SECTION
      6.9.
              Limitations
      on Voting Rights.
              29SECTION
      6.10.
              Acceleration
      of Maturity; Rescission of Annulment; Waivers of Past
      Defaults.
              29ARTICLE
      VII. Representations and Warranties
              31SECTION
      7.1.
              Representations
      and Warranties of the Property Trustee and the Delaware
      Trustee.
              31SECTION
      7.2.
              Representations
      and Warranties of Depositor.
              32ARTICLE
      VIII. The Trustees
              33SECTION
      8.1.
              Number
      of Trustees.
              33SECTION
      8.2.
              Property
      Trustee Required.
              33SECTION
      8.3.
              Delaware
      Trustee Required.
              34SECTION
      8.4.
              Appointment
      of Administrative Trustees.
              34SECTION
      8.5.
              Duties
      and Responsibilities of the Trustees.
              34SECTION
      8.6.
              Notices
      of Defaults and Extensions.
              36SECTION
      8.7.
              Certain
      Rights of Property Trustee.
              36SECTION
      8.8.
              Delegation
      of Power.
              38SECTION
      8.9.
              May
      Hold Securities.
              38SECTION
      8.10.
              Compensation;
      Reimbursement; Indemnity.
              38SECTION
      8.11.
              Resignation
      and Removal; Appointment of Successor.
              39SECTION
      8.12.
              Acceptance
      of Appointment by Successor.
              40SECTION
      8.13.
              Merger,
      Conversion, Consolidation or Succession to Business.
              41SECTION
      8.14.
              Not
      Responsible for Recitals or Issuance of Securities.
              41SECTION
      8.15.
              Property
      Trustee May File Proofs of Claim.
              41SECTION
      8.16.
              Reports
      to and from the Property Trustee.
              42ARTICLE
      IX. Termination, Liquidation and Merger
              42SECTION
      9.1.
              Dissolution
      Upon Expiration Date.
              42SECTION
      9.2.
              Early
      Termination.
              42SECTION
      9.3.
              Termination.
              43SECTION
      9.4.
              Liquidation.
              43SECTION
      9.5.
              Mergers,
      Consolidations, Amalgamations or Replacements of Trust.
              44ARTICLE
      X.
              
              45Information
      to Owners
              45SECTION
      10.1.
              Depositor
      Obligations.
              45SECTION
      10.2.
              Property
      Trustee’s Obligations.
              46ARTICLE
      XI. Miscellaneous Provisions
              46SECTION
      11.1.
              Limitation
      of Rights of Holders.
              46SECTION
      11.2.
              Agreed
      Tax Treatment of Trust and Trust Securities.
              46SECTION
      11.3.
              Amendment.
              46SECTION
      11.4.
              Separability.
              47SECTION
      11.5.
              Governing
      Law.
              48SECTION
      11.6.
              Legal
      Action.
              48SECTION
      11.7.
              Successors.
              48SECTION
      11.8.
              Headings.
              48SECTION
      11.9.
              Reports,
      Notices and Demands.
              48SECTION
      11.10.
              Agreement
      Not to Petition.
              49SECTION
      11.11.
              No
      Recourse.
              49SECTION
      11.12.
              Depositor
      Payment Obligation.
              49SECTION
      11.13.
              Tax
      Treatment.
              49
  
  SCHEDULESExhibit
      A
              Certificate
      of Trust of Temecula Valley Statutory Trust VIExhibit
      B
              Form
      of Common Securities CertificateExhibit
      C
              Form
      of Trust Preferred Securities CertificateExhibit
      D
              Junior
      Subordinated IndentureExhibit
      E
              Form
      of Officer’s Financial CertificateExhibit
      F
              Officers’
      Certificate pursuant to Section 8.16(a)








AMENDED
AND RESTATED TRUST AGREEMENT, dated as of January 17, 2008, among (i) Temecula
Valley Bancorp Inc., a California corporation (including any successors or
permitted assigns, the “Depositor”), (ii) Wilmington Trust Company, a Delaware
banking corporation, as property trustee (in such capacity, the “Property
Trustee”), (iii) Wilmington Trust Company, a Delaware banking corporation, as
Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Stephen H.
Wacknitz, an individual, Donald A. Pitcher, an individual, and William H.
McGaughey, an individual, each of whose address is c/o Temecula Valley Bancorp
Inc., 27710 Jefferson Avenue, Suite A100, Temecula, CA 92590, as administrative
trustees (in such capacities, each an “Administrative Trustee” and,
collectively, the “Administrative Trustees” and, together with the Property
Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders,
as hereinafter defined.




Witnesseth




Whereas,
the Depositor, the Property Trustee and the Delaware Trustee have heretofore
created a Delaware statutory trust pursuant to the Delaware Statutory Trust Act
by entering into a Trust Agreement, dated as of December 5, 2007 (the “Original
Trust Agreement”), and by executing and filing with the Secretary of State of
the State of Delaware the Certificate of Trust, substantially in the form
attached as Exhibit
A; and




Whereas,
the Depositor and the Trustees desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities by the Trust to the Depositor,
(ii) the issuance and sale of the Trust Preferred Securities by the Trust
pursuant to the Underwriting Agreement and (iii) the acquisition by the Trust
from the Depositor of all of the right, title and interest in and to the
Notes;




Now,
Therefore, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Holders, hereby amends and restates the Original
Trust Agreement in its entirety and agrees as follows:




ARTICLE
I.




Defined
Terms




SECTION
1.1.  Definitions.




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




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




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




(c)           all
accounting terms used but not defined herein have the meanings assigned to them
in accordance with United States generally accepted accounting
principles;




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




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




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




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




“Act” has
the meaning specified in Section
6.7.




“Additional
Taxes” has the meaning specified in Section 1.1 of the
Indenture.




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




“Administrative
Trustee” means each of the Persons identified as an “Administrative Trustee” in
the preamble to this Trust Agreement, solely in each such Person’s capacity as
Administrative Trustee of the Trust and not in such Person’s individual
capacity, or any successor Administrative Trustee appointed as herein
provided.




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




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




“Bankruptcy
Event” means, with respect to any Person:




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




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




“Bankruptcy
Laws” means all Federal and state bankruptcy, insolvency, reorganization and
other similar laws, including the United States Bankruptcy Code.




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




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




“Capital
Disqualification Event” has the meaning specified in Section 1.1 of the
Indenture.




“Closing
Date” means January 17, 2008.




“Code”
means the United States Internal Revenue Code of 1986, as amended.




“Commission”
means the Securities and Exchange Commission, as from time to time constituted,
created under the Exchange Act or, if at any time after the execution of this
Trust Agreement such Commission is not existing and performing the duties
assigned to it, then the body performing such duties at such time.




“Common
Securities Certificate” means a certificate evidencing ownership of Common
Securities, substantially in the form attached as Exhibit
B.




“Common
Security” means a common security of the Trust, denominated as such and
representing an undivided beneficial interest in the assets of the Trust, having
a Liquidation Amount of $10 each and having the terms provided therefor in this
Trust Agreement.




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




“Definitive
Trust Preferred Securities Certificates” means Trust Preferred Securities issued
in certificated, fully registered form that are not Global Trust Preferred
Securities.




“Delaware
Statutory Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del.
Code § 3801 et seq., or any successor statute thereto, in each case as amended
from time to time.




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




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




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




“Depositor”
has the meaning specified in the preamble to this Trust Agreement and any
successors and permitted assigns.




“Depositor
Affiliate” has the meaning specified in Section
4.9.




“Distribution
Date” has the meaning specified in Section
4.1(a)(i).




“Distributions”
means amounts payable in respect of the Trust Securities as provided in Section
4.1.




“DTC”
means The Depository Trust Company or any successor thereto.




“Early
Termination Event” has the meaning specified in Section
9.2.




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




“Event of
Default” means any one of the following events (whatever the reason for such
event 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
occurrence of a Note Event of Default; or




(b)           default
by the Trust in the payment of any Distribution when it becomes due and payable,
and continuation of such default for a period of thirty (30) days;
or




(c)           default
by the Trust in the payment of any Redemption Price of any Trust Security when
it becomes due and payable; or




(d)           default
in the performance, or breach, in any material respect of any covenant or
warranty of the Trustees in this Trust Agreement (other than those specified in
clause (b) or (c) above) and continuation of such default or breach for a period
of ninety (90) days after there has been given, by registered or certified mail,
to the Trustees and to the Depositor by the Holders of at least twenty five
percent (25%) in aggregate Liquidation Amount of the Outstanding Trust Preferred
Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a “Notice of Default” hereunder;
or




(e)           the
occurrence of a Bankruptcy Event with respect to the Property Trustee or
Delaware Trustee if a successor Property Trustee or Delaware Trustee has not
been appointed within ninety (90) days thereof.




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




“Expiration
Date” has the meaning specified in Section
9.1.




“Extension
Period” has the meaning specified in Section
4.1(a)(ii).




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




“Fiscal
Year” shall be the fiscal year of the Trust, which shall be the calendar year,
or such other period as is required by the Code.




“Global
Preferred Security” means a Trust Preferred Securities Certificate evidencing
ownership of Book-Entry Trust Preferred Securities.




“Guarantee
Agreement” means the Guarantee Agreement executed and delivered by the Depositor
and Wilmington Trust Company, as guarantee trustee, contemporaneously with the
execution and delivery of this Trust Agreement for the benefit of the holders of
the Trust Preferred Securities, as amended from time to time.




“Holder”
means a Person in whose name a Trust Security or Trust Securities are registered
in the Securities Register; any such Person shall be a beneficial owner within
the meaning of the Delaware Statutory Trust Act.




“Increased
Interest” has the meaning specified in Section 1.1 of the
Indenture.




“Increased
Interest Amount” means, with respect to Trust Securities of a given Liquidation
Amount and/or a given period, the amount of Increased Interest paid by the
Depositor on a Like Amount of Notes for such period.




“Indemnified
Person” has the meaning specified in Section
8.10(c).




“Indenture”
means the Junior Subordinated Indenture executed and delivered by the Depositor
and the Note Trustee contemporaneously with the execution and delivery of this
Trust Agreement, for the benefit of the holders of the Notes, a copy of which is
attached hereto as Exhibit D, as amended
or supplemented from time to time.




“Indenture
Redemption Price” has the meaning specified in Section
4.2(c).




“Interest
Payment Date” has the meaning specified in Section 1.1 of the
Indenture.




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




“Investment
Company Event” has the meaning specified in Section 1.1 of the
Indenture.




“Lien”
means any lien, pledge, charge, encumbrance, mortgage, deed of trust, adverse
ownership interest, hypothecation, assignment, security interest or preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever.




“Like
Amount” means (a) with respect to a redemption of any Trust Securities, Trust
Securities having a Liquidation Amount equal to the principal amount of Notes to
be contemporaneously redeemed or paid at maturity in accordance with the
Indenture, the proceeds of which will be used to pay the Redemption Price of
such Trust Securities, (b) with respect to a distribution of Notes to Holders of
Trust Securities in connection with a dissolution of the Trust, Notes having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Notes are distributed and (c) with respect to any
distribution of Increased Interest Amounts to Holders of Trust Securities, Notes
having a principal amount equal to the Liquidation Amount of the Trust
Securities in respect of which such distribution is made.




“Liquidation
Amount” means the stated amount of $10 per Trust Security.




“Liquidation
Date” means the date on which assets are to be distributed to Holders in
accordance with Section 9.4(a)
hereunder following dissolution of the Trust.




“Liquidation
Distribution” has the meaning specified in Section
9.4(d).




“Majority
in Liquidation Amount of the Trust Preferred Securities” means Trust Preferred
Securities representing more than fifty percent (50%) of the aggregate
Liquidation Amount of all (or a specified group of) then Outstanding Trust
Preferred Securities.




“Note
Event of Default” means any “Event of Default” specified in Section 5.1 of the
Indenture.




“Note
Redemption Date” means, with respect to any Notes to be redeemed under the
Indenture, the date fixed for redemption of such Notes under the
Indenture.




“Note
Trustee” means the Person identified as the “Trustee” in the Indenture, solely
in its capacity as Trustee pursuant to the Indenture and not in its individual
capacity, or its successor in interest in such capacity, or any successor
Trustee appointed as provided in the Indenture.




“Notes”
means the Depositor’s Fixed Rate Junior Subordinated Notes issued pursuant to
the Indenture.




“Officers’
Certificate” means a certificate signed by the Chief Executive Officer, the
President or an Executive Vice President, and by the Chief Financial Officer,
Treasurer or an Assistant Treasurer, of the Depositor, and delivered to the
Trustees. Any Officers’ Certificate delivered with respect to compliance with a
condition or covenant provided for in this Trust Agreement (other than the
certificate provided pursuant to Section 8.16(a))
shall include:




(a)           a
statement by each officer signing the Officers’ Certificate that such officer
has read the covenant or condition and the definitions relating
thereto;




(b)           a
brief statement of the nature and scope of the examination or investigation
undertaken by such officer in rendering the Officers’ Certificate;




(c)           a
statement that such officer has made such examination or investigation as, in
such officer’s opinion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and




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




“Operative
Documents” means the Indenture, the Trust Agreement, the Guarantee Agreement,
the Notes and the Trust Securities.




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




“Original
Trust Agreement” has the meaning specified in the recitals to this Trust
Agreement.




“Outstanding,”
when used with respect to any Trust Securities, means, as of the date of
determination, all Trust Securities theretofore executed and delivered under
this Trust Agreement, except:




(a)           Trust
Securities theretofore canceled by the Property Trustee or delivered to the
Property Trustee for cancellation;




(b)           Trust
Securities for which payment or redemption money in the necessary amount has
been theretofore deposited with the Property Trustee or any Paying Agent in
trust for the Holders of such Trust Securities; provided, that if such Trust
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Trust Agreement; and




(c)           Trust
Securities that have been paid or in exchange for or in lieu of which other
Trust Securities have been executed and delivered pursuant to the provisions of
this Trust Agreement, unless proof satisfactory to the Property Trustee is
presented that any such Trust Securities are held by Holders in whose hands such
Trust Securities are valid, legal and binding obligations of the
Trust;




provided,
that in determining whether the Holders of the requisite Liquidation Amount of
the Outstanding Trust Preferred Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Trust Preferred
Securities owned by the Depositor, any Trustee or any Affiliate of the Depositor
or of any Trustee shall be disregarded and deemed not to be Outstanding, except
that (i) in determining whether any Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent or waiver,
only Trust Preferred Securities that such Trustee knows to be so owned shall be
so disregarded and (ii) the foregoing shall not apply at any time when all of
the Outstanding Trust Preferred Securities are owned by the Depositor, one or
more of the Trustees and/or any such Affiliate. Trust Preferred Securities so
owned that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Administrative Trustees the
pledgee’s right so to act with respect to such Trust Preferred Securities and
that the pledgee is not the Depositor, any Trustee or any Affiliate of the
Depositor or of any Trustee.




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




“Paying
Agent” means any Person authorized by the Administrative Trustees to pay
Distributions or other amounts in respect of any Trust Securities on behalf of
the Trust.




“Payment
Account” means a segregated non-interest-bearing corporate trust account
maintained by the Property Trustee for the benefit of the Holders in which all
amounts paid in respect of the Notes will be held and from which the Property
Trustee, through the Paying Agent, shall make payments to the Holders in
accordance with Sections 3.1, 4.1 and 4.2.




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




“Preferred
Security” means a preferred security of the Trust, denominated as such and
representing an undivided beneficial interest in the assets of the Trust, having
a Liquidation Amount of $10 and having the terms provided therefor in this Trust
Agreement.




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




“Redemption
Date” means, with respect to any Trust Security to be redeemed, the date fixed
for such redemption by or pursuant to this Trust Agreement; provided, that each
Note Redemption Date and the stated maturity (or any date of principal repayment
upon early maturity) of the Notes shall be a Redemption Date for a Like Amount
of Trust Securities.




“Redemption
Price” means, with respect to any Trust Security, the Liquidation Amount of such
Trust Security, plus accumulated and unpaid Distributions to the Redemption
Date, plus the related amount of the premium, if any, paid by the Depositor upon
the concurrent redemption or payment at maturity of a Like Amount of
Notes.




“Responsible
Officer” means, with respect to the Property Trustee, any Senior Vice President,
any Vice President, any Assistant Vice President, the Secretary, any Assistant
Secretary, the Treasurer, any Assistant Treasurer, any Financial Services
Officer or Assistant Financial Services Officer or any other officer in the
Corporate Trust Office of the Property Trustee with direct responsibility for
the administration of this Trust Agreement and also means, with respect to a
particular corporate trust matter, any other officer of the Property Trustee 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, and any successor statute thereto, in
each case as amended from time to time.




“Securities
Certificate” means any one of the Common Securities Certificates or the Trust
Preferred Securities Certificates.




“Securities
Register” and “Securities Registrar” have the respective meanings specified in
Section
5.7.




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




“Successor
Securities” has the meaning specified in Section
9.5(a).




“Tax
Event” has the meaning specified in Section 1.1 of the
Indenture.




“Trust”
means the Delaware statutory trust known as “Temecula Valley Statutory Trust
VI,” which was created on December 5, 2007, under the Delaware Statutory Trust
Act pursuant to the Original Trust Agreement and the filing of the Certificate
of Trust, and continued pursuant to this Trust Agreement.




“Trust
Agreement” means this Amended and Restated Trust Agreement, including all
Schedules and Exhibits (other than Exhibit D), as the
same may be modified, amended or supplemented from time to time in accordance
with the applicable provisions hereof.




“Trust
Preferred Securities Certificate” means a certificate evidencing ownership of
Trust Preferred Securities, substantially in the form attached as Exhibit
C.




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




“Trust
Security” means any one of the Common Securities or the Trust Preferred
Securities.




“Trustees”
means the Administrative Trustees, the Property Trustee and the Delaware
Trustee, each as defined in this Article
I.




“Underwriters”
mean Howe Barnes Hoefer & Arnett, Inc. and Wunderlich Securities,
Inc.




“Underwriting
Agreement” means the Underwriting Agreement, dated as of January 11, 2008,
executed and delivered by the Trust, the Depositor and the
Underwriters.




ARTICLE
II.




The
Trust


SECTION
2.1.  Name.




The trust
continued hereby shall be known as “Temecula Valley Statutory Trust VI,” as such
name may be modified from time to time by the Administrative Trustees following
written notice to the Holders of Trust Securities and the other Trustees, in
which name the Trustees may conduct the business of the Trust, make and execute
contracts and other instruments on behalf of the Trust and sue and be
sued.




SECTION
2.2.  Office of
the Delaware Trustee; Principal Place of Business.




The
address of the Delaware Trustee in the State of Delaware is Rodney Square North,
1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Capital Markets, or such other address in the State of Delaware as the Delaware
Trustee may designate by written notice to the Holders, the Depositor, the
Property Trustee and the Administrative Trustees. The principal executive office
of the Trust is c/o Temecula Valley Bancorp Inc., 27710 Jefferson Avenue, Suite
A100, Temecula, CA 92590, Attention: Chief Financial Officer, as such address
may be changed from time to time by the Administrative Trustees following
written notice to the Holders and the other Trustees.




SECTION
2.3.  Initial
Contribution of Trust Property; Fees, Costs and Expenses.




The
Property Trustee acknowledges receipt from the Depositor in connection with the
Original Trust Agreement of the sum of ten dollars ($10), which constituted the
initial Trust Property. The Depositor shall pay all fees, costs and expenses of
the Trust (except with respect to the Trust Securities) as they arise or shall,
upon request of any Trustee, promptly reimburse such Trustee for any such fees,
costs and expenses paid by such Trustee. The Depositor shall make no claim upon
the Trust Property for the payment of such fees, costs or expenses.




SECTION
2.4.  Purposes
of Trust.




(a)  The
exclusive purposes and functions of the Trust are to (i) issue and sell Trust
Securities and use the proceeds from such sale to acquire the Notes and (ii)
engage in only those activities necessary or incidental thereto. The Delaware
Trustee, the Property Trustee and the Administrative Trustees are trustees of
the Trust, and have all the rights, powers and duties to the extent set forth
herein.  The Trustees hereby acknowledge that they are trustees of the
Trust.




(b)  So long
as this Trust Agreement remains in effect, the Trust (or the Trustees acting on
behalf of the Trust) shall not undertake any business, activities or transaction
except as expressly provided herein or contemplated hereby. In particular, the
Trust (or the Trustees acting on behalf of the Trust) shall not (i) acquire any
investments or engage in any activities not authorized by this Trust Agreement,
(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise
dispose of any of the Trust Property or interests therein, including to Holders,
except as expressly provided herein, (iii) incur any indebtedness for borrowed
money or issue any other debt, (iv) take or consent to any action that would
result in the placement of a Lien on any of the Trust Property, (v) take or
consent to any action that would reasonably be expected to cause (or, in the
case of the Property Trustee, to the actual knowledge of a Responsible Officer
would cause) the Trust to become taxable as a corporation or classified as other
than a grantor trust for United States federal income tax purposes, (vi) take or
consent to any action that would cause (or, in the case of the Property Trustee,
to the actual knowledge of a Responsible Officer would cause) the Notes to be
treated as other than indebtedness of the Depositor for United States federal
income tax purposes or (vii) take or consent to any action that would cause (or,
in the case of the Property Trustee, to the actual knowledge of a Responsible
Officer would cause) the Trust to be deemed to be an “investment company”
required to be registered under the Investment Company Act.




SECTION
2.5.  Authorization
to Enter into Certain Transactions.




(a)  The
Trustees shall conduct the affairs of the Trust in accordance with and subject
to the terms of this Trust Agreement. In accordance with the following
provisions (i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees,
under this Trust Agreement, and to perform all acts in furtherance thereof,
including the following:




(i)  As among
the Trustees, each Administrative Trustee shall severally have the power,
authority and authorization to act on behalf of the Trust with respect to the
following matters:




(A)  issuance
and sale of the Trust Securities;




(B)  to cause
the Trust to enter into, and to execute, deliver and perform on behalf of the
Trust, such agreements, documents, instruments, certificates and other writings
as may be necessary or desirable in connection with the purposes and function of
the Trust, including, without limitation, a common securities subscription
agreement and a junior subordinated note subscription agreement and to cause the
Trust to perform under the Underwriting Agreement;




(C)  to assist
in the sale of the Trust Preferred Securities in one or more transactions
registered under the Securities Act, and in compliance with applicable state
securities or blue sky laws;




(D)  to assist
in the sending of notices (other than notices of default) and other information
regarding the Trust Securities and the Notes to the Holders in accordance with
this Trust Agreement;




(E)  appointment
of a successor Paying Agent in accordance with this Trust
Agreement;




(F)  execution
and delivery of the Trust Securities on behalf of the Trust in accordance with
this Trust Agreement;




(G)  execution
and delivery of closing certificates, if any, pursuant to the Underwriting
Agreement;




(H)  application
for a tax identification number for the Trust and preparation and filing of all
applicable tax returns and tax information reports that are required to be filed
on behalf of the Trust;




(I)  establishing
a record date with respect to all actions to be taken hereunder that require a
record date to be established, except as provided in Section
6.10(a);




(J)  preparation
and filing of all applicable forms required to be filed on behalf of the Trust
in accordance with applicable law or the rules and regulations of the
Commission;




(K)  unless
otherwise required by the Delaware Statutory Trust Act, to execute on behalf of
the Trust (either acting alone or together with the other Administrative
Trustees) any documents and other writings that such Administrative Trustee has
the power to execute pursuant to this Trust Agreement; and




(L)  the
taking of any action incidental to the foregoing as such Administrative Trustee
may from time to time determine is necessary or advisable to give effect to the
terms of this Trust Agreement.




(ii)  As among
the Trustees, the Property Trustee shall have the power, authority and
authorization to act on behalf of the Trust with respect to the following
matters:




(A)  the
receipt and holding of legal title of the Notes;




(B)  the
establishment of the Payment Account;




(C)  the
receipt of interest, principal and any other payments made in respect of the
Notes and the holding of such amounts in the Payment Account;




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




(E)  the
exercise of all of the rights, powers and privileges of a holder of the Notes in
accordance with the terms of this Trust Agreement;




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




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




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




(I)  the
authentication of the Trust Preferred Securities as provided in this Trust
Agreement; and




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




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




(i)  the
negotiation of the terms of, and the execution and delivery of, the Underwriting
Agreement providing for the sale of the Trust Preferred Securities in one or
more transactions registered under the Securities Act, and in compliance with
applicable state securities or blue sky laws; and




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




(c)  Notwithstanding
anything herein to the contrary, the Administrative Trustees are authorized and
directed to conduct the affairs of the Trust and to operate the Trust so that
the Trust will not be taxable as a corporation or classified as other than a
grantor trust for United States federal income tax purposes, so that the Notes
will be treated as indebtedness of the Depositor for United States federal
income tax purposes and so that the Trust will not be deemed to be an
“investment company” required to be registered under the Investment Company Act.
In this connection, each Administrative Trustee is authorized to take any
action, not inconsistent with applicable law, the Certificate of Trust or this
Trust Agreement, that such Administrative Trustee determines in his or her
discretion to be necessary or desirable for such purposes, as long as such
action does not adversely affect in any material respect the interests of the
Holders of the Outstanding Trust Preferred Securities. In no event shall the
Administrative Trustees be liable to the Trust or the Holders for any failure to
comply with this Section 2.5 to the
extent that such failure results solely from a change in law or regulation or in
the interpretation thereof.




(d)  Any
action taken by a Trustee in accordance with its powers shall constitute the act
of and serve to bind the Trust. In dealing with any Trustee acting on behalf of
the Trust, no Person shall be required to inquire into the authority of such
Trustee to bind the Trust. Persons dealing with the Trust are entitled to rely
conclusively on the power and authority of any Trustee as set forth in this
Trust Agreement.




SECTION
2.6.  Assets of
Trust.




The
assets of the Trust shall consist of the Trust Property.




SECTION
2.7.  Title to
Trust Property.




(a)  Legal
title to all Trust Property shall be vested at all times in the Property Trustee
and shall be held and administered by the Property Trustee in trust for the
benefit of the Trust and the Holders in accordance with this Trust
Agreement.




(b)  The
Holders shall not have any right or title to the Trust Property other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement.




ARTICLE
III.




Payment
Account; Paying Agents




SECTION
3.1.  Payment
Account.




(a)  On or
prior to the Closing Date, the Property Trustee shall establish the Payment
Account. The Property Trustee and the Paying Agent shall have exclusive control
and sole right of withdrawal with respect to the Payment Account for the purpose
of making deposits in and withdrawals from the Payment Account in accordance
with this Trust Agreement. All monies and other property deposited or held from
time to time in the Payment Account shall be held by the Property Trustee in the
Payment Account for the exclusive benefit of the Holders and for Distribution as
herein provided.




(b)  The
Property Trustee shall deposit in the Payment Account, promptly upon receipt,
all payments of principal of or interest on, and any other payments with respect
to, the Notes. Amounts held in the Payment Account shall not be invested by the
Property Trustee pending distribution thereof.




SECTION
3.2.  Appointment
of Paying Agents.




The
Property Trustee is appointed as the initial Paying Agent and hereby accepts
such appointment. The Paying Agent shall make Distributions to Holders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account solely for the
purpose of making the Distributions referred to above. The Administrative
Trustees may revoke such power and remove the Paying Agent in their sole
discretion. Any Person acting as Paying Agent shall be permitted to resign as
Paying Agent upon thirty (30) days’ written notice to the Administrative
Trustees and the Property Trustee. If the Property Trustee shall no longer be
the Paying Agent or a successor Paying Agent shall resign or its authority to
act be revoked, the Administrative Trustees shall appoint a successor (which
shall be a bank or trust company) to act as Paying Agent.  Such
successor Paying Agent appointed by the Administrative Trustees shall execute
and deliver to the Trustees an instrument in which such successor Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
will hold all sums, if any, held by it for payment to the Holders in trust for
the benefit of the Holders entitled thereto until such sums shall be paid to
such Holders. The Paying Agent shall return all unclaimed funds to the Property
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to the Property Trustee. The provisions of Article VIII shall
apply to the Property Trustee also in its role as Paying Agent, for so long as
the Property Trustee shall act as Paying Agent and, to the extent applicable, to
any other Paying Agent appointed hereunder. Any reference in this Trust
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.




ARTICLE
IV.




Distributions;
Redemption




SECTION
4.1.  Distributions.




(a)  The Trust
Securities represent undivided beneficial interests in the Trust Property, and
Distributions (including any Increased Interest Amounts) will be made on the
Trust Securities at the rate and on the dates that payments of interest
(including any Increased Interest) are made on the Notes.
Accordingly:




(i)  Distributions
on the Trust Securities shall be cumulative, and shall accumulate whether or not
there are funds of the Trust available for the payment of Distributions.
Distributions shall accumulate from January 17, 2008, and, except as provided in
clause (ii) below, shall be payable quarterly in arrears on March 30th, June
30th,
September 30th and
December 30th of each
year, commencing on March 30, 2008. If any date on which a Distribution is
otherwise payable on the Trust Securities is not a Business Day, then the
payment of such Distribution shall be made on the next succeeding Business Day
(and no interest shall accrue in respect of the amounts whose payment is so
delayed for the period from and after each such date until the next succeeding
Business Day), except that, if such Business Day falls in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case, with the same force and effect as if made on such date (each
date on which Distributions are payable in accordance with this Section 4.1(a)(i), a
“Distribution Date”);




(ii)  in the
event (and to the extent) that the Depositor exercises its right under the
Indenture to defer the payment of interest on the Notes, Distributions on the
Trust Securities shall be deferred. Under the Indenture, so long as no Note
Event of Default pursuant to paragraphs (c), (e), (f), (g) or (h) of Section 5.1 of the
Indenture has occurred and is continuing, the Depositor shall have the right, at
any time and from time to time during the term of the Notes, upon at least
fifteen (15) Business Days notice to the Trust prior to the applicable Interest
Payment Date, to defer the payment of interest on the Notes for a period of up
to twenty (20) consecutive quarterly interest payment periods (each such
extended interest payment period, an “Extension Period”), during which Extension
Period no interest on the Notes shall be due and payable (except any Additional
Tax Sums that may be due and payable). No interest on the Notes shall be due and
payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Increased Interest (to the extent payment of
such interest would be legally enforceable) from the dates on which amounts
would have otherwise been due and payable until paid or until funds for the
payment thereof have been made available for payment. If Distributions are
deferred, the deferred Distributions (including Increased Interest Amounts)
shall be paid on the date that the related Extension Period terminates, to
Holders of the Trust Securities as they appear on the books and records of the
Trust on the record date immediately preceding such termination
date.




(iii)  Distributions
shall accumulate in respect of the Trust Securities at a fixed rate per annum of
9.45%, calculated quarterly, equal to 9.45% per annum of the Liquidation Amount
of the Trust Securities, such rate being the rate of interest payable on the
Notes. The amount of Distributions payable for any Distribution period shall be
computed and paid on the basis of a 360-day year and the actual number of days
elapsed in the relevant Distribution period. The amount of Distributions payable
for any period shall include any Increased Interest Amounts in respect of such
period; and




(iv)  Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the
payment of such Distributions.




(b)  Distributions
on the Trust Securities with respect to a Distribution Date shall be payable to
the Holders thereof as they appear on the Securities Register for the Trust
Securities at the close of business on the relevant record date, which shall be
at the close of business on the fifteenth day (whether or not a Business Day)
preceding the relevant Distribution Date, provided, however, that in the
event Book-Entry applies, the record date shall be the Business Day prior to the
Distribution Date. Distributions payable on any Trust Securities that are not
punctually paid on any Distribution Date as a result of the Depositor having
failed to make an interest payment under the Notes will cease to be payable to
the Person in whose name such Trust Securities are registered on the relevant
record date, and such defaulted Distributions and any Increased Interest Amounts
will instead be payable to the Person in whose name such Trust Securities are
registered on the special record date, or other specified date for determining
Holders entitled to such defaulted Distribution and Increased Interest Amount,
established in the same manner, and on the same date, as such is established
with respect to the Notes under the Indenture.




SECTION
4.2.  Redemption.




(a)  On each
Note Redemption Date and on the stated maturity (or any date of principal
repayment upon early maturity) of the Notes and on each other date on (or in
respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust Securities at the Redemption
Price.




(b)  Notice of
redemption shall be given by the Property Trustee by first-class mail, postage
prepaid, mailed not less than thirty (30) nor more than sixty (60) days prior to
the Redemption Date to each Holder of Trust Securities to be redeemed, at such
Holder’s address appearing in the Securities Register. All notices of redemption
shall state:




(i)  the
Redemption Date;




(ii)  the
Redemption Price will be calculated by the Depositor on the fifth Business Day
prior to the Redemption Date;




(iii)  if less
than all the Outstanding Trust Securities are to be redeemed, the identification
and the respective Liquidation Amounts of the particular Trust Securities to be
redeemed and not redeemed;




(iv)  that on
the Redemption Date, the Redemption Price will become due and payable upon each
such Trust Security, or portion thereof, to be redeemed and that Distributions
thereon will cease to accumulate on such Trust Security or such portion, as the
case may be, on and after said date, except as provided in Section
4.2(d);




(v)  the place
or places where the Trust Securities are to be surrendered for the payment of
the Redemption Price; and




(vi)  such
other provisions as the Property Trustee deems relevant.




(c)  The Trust
Securities (or portion thereof) redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at maturity of Notes. Redemptions of the Trust Securities
(or portion thereof) shall be made and the Redemption Price shall be payable on
each Redemption Date only to the extent that the Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption Price.
Under the Indenture, the Notes may be redeemed by the Depositor on any Interest
Payment Date, at the Depositor’s option, on or after March 30, 2013, in whole or
in part, from time to time at a redemption price equal to one hundred percent
(100%) of the principal amount thereof, together, in the case of any such
redemption, with accrued interest, including any Increased Interest, to but
excluding the date fixed for redemption (the “Indenture Redemption Price”);
provided, that the Depositor shall have received the prior approval of the
Federal Reserve if then required. The Notes may also be redeemed by the
Depositor, at its option, at any time, in whole but not in part, upon the
occurrence of a Capital Disqualification Event, an Investment Company Event or a
Tax Event at the Special Event Redemption Price (as set forth in the Indenture);
provided, that the Depositor shall have received the prior approval of the
Federal Reserve if then required.




(d)  If the
Property Trustee gives a notice of redemption in respect of any Trust Preferred
Securities, then by 10:00 A.M., New York City time, on the Redemption Date, the
Depositor shall deposit sufficient funds with the Property Trustee to pay the
Redemption Price. If such deposit has been made by such time, then by 12:00
noon, New York City time, on the Redemption Date, the Property Trustee will,
with respect to Book-Entry Trust Preferred Securities, irrevocably deposit with
the Depositary for such Book-Entry Trust Preferred Securities, to the extent
available therefor, funds sufficient to pay the applicable Redemption Price and
will give such Depositary irrevocable instructions and authority to pay the
Redemption Price to the Holders of the Trust Preferred Securities. With respect
to Trust Preferred Securities that are not Book-Entry Trust Preferred
Securities, the Property Trustee will irrevocably deposit with the Paying Agent,
to the extent available therefor, funds sufficient to pay the applicable
Redemption Price and will give the Paying Agent irrevocable instructions and
authority to pay the Redemption Price to the Holders of the Trust Preferred
Securities upon surrender of their Trust Preferred Securities Certificates.
Notwithstanding the foregoing, Distributions payable on or prior to the
Redemption Date for any Trust Securities (or portion thereof) called for
redemption shall be payable to the Holders of such Trust Securities as they
appear on the Securities Register on the relevant record dates for the related
Distribution Dates. If notice of redemption shall have been given and funds
deposited as required, then upon the date of such deposit, all rights of Holders
holding Trust Securities (or portion thereof) so called for redemption will
cease, except the right of such Holders to receive the Redemption Price and any
Distribution payable in respect of the Trust Securities on or prior to the
Redemption Date, but without interest, and, in the case of a partial redemption,
the right of such Holders to receive a new Trust Security or Securities of
authorized denominations, in aggregate Liquidation Amount equal to the
unredeemed portion of such Trust Security or Securities, and such Securities (or
portion thereof) called for redemption will cease to be Outstanding. In the
event that any date on which any Redemption Price is payable is not a Business
Day, then payment of the Redemption Price payable on such date will be made on
the next succeeding Business Day (and no interest shall accrue in respect of the
amounts whose payment is so delayed for the period from and after each such date
until the next succeeding Business Day), except that, if such Business Day falls
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities (or portion thereof) called for redemption is
improperly withheld or refused and not paid either by the Trust or by the
Depositor pursuant to the Guarantee Agreement, Distributions on such Trust
Securities (or portion thereof) will continue to accumulate, as set forth in
Section 4.1,
from the Redemption Date originally established by the Trust for such Trust
Securities (or portion thereof) to the date such Redemption Price is actually
paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.




(e)  Subject
to Section
4.3(a), if less than all the Outstanding Trust Securities are to be
redeemed on a Redemption Date, then the aggregate Liquidation Amount of Trust
Securities to be redeemed shall be allocated pro rata to the Common Securities
and the Trust Preferred Securities based upon the relative aggregate Liquidation
Amounts of the Common Securities and the Trust Preferred Securities. The Trust
Preferred Securities to be redeemed shall be selected on a pro rata basis based
upon their respective Liquidation Amounts not more than sixty (60) days prior to
the Redemption Date by the Property Trustee from the Outstanding Trust Preferred
Securities not previously called for redemption; provided, however, that with
respect to Holders that would be required to hold less than one hundred (100)
but more than zero (0) Trust Securities as a result of such redemption, the
Trust shall redeem Trust Securities of each such Holder so that after such
redemption such Holder shall hold either one hundred (100) Trust Securities or
such Holder no longer holds any Trust Securities, and shall use such method
(including, without limitation, by lot) as the Trust shall deem fair and
appropriate; and provided, further, that so long as the Trust Preferred
Securities are Book-Entry Trust Preferred Securities, such selection shall be
made in accordance with the Applicable Depositary Procedures for the Trust
Preferred Securities by such Depositary. The Property Trustee shall promptly
notify the Securities Registrar in writing of the Trust Preferred Securities (or
portion thereof) selected for redemption and, in the case of any Trust Preferred
Securities selected for partial redemption, the Liquidation Amount thereof to be
redeemed. For all purposes of this Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of Trust Preferred
Securities shall relate, in the case of any Trust Preferred Securities redeemed
or to be redeemed only in part, to the portion of the aggregate Liquidation
Amount of Trust Preferred Securities that has been or is to be
redeemed.




(f)  The Trust
in issuing the Trust Securities may use “CUSIP” numbers (if then generally in
use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of the
Trust Securities in notices of redemption and related materials as a convenience
to Holders; provided, that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the Trust
Securities or as contained in any notice of redemption and related
materials.




SECTION
4.3.  Subordination
of Common Securities.




(a)  Payment
of Distributions (including any Increased Interest Amounts) on, the Redemption
Price of and the Liquidation Distribution in respect of, the Trust Securities,
as applicable, shall be made, pro rata among the Common Securities and the Trust
Preferred Securities based on the Liquidation Amount of the respective Trust
Securities; provided, that if on any Distribution Date, Redemption Date or
Liquidation Date an Event of Default shall have occurred and be continuing, no
payment of any Distribution (including any Increased Interest Amounts) on,
Redemption Price of or Liquidation Distribution in respect of, any Common
Security, and no other payment on account of the redemption, liquidation or
other acquisition of Common Securities, shall be made unless payment in full in
cash of all accumulated and unpaid Distributions (including any Increased
Interest Amounts) on all Outstanding Trust Preferred Securities for all
Distribution periods terminating on or prior thereto, or in the case of payment
of the Redemption Price the full amount of such Redemption Price on all
Outstanding Trust Preferred Securities then called for redemption, or in the
case of payment of the Liquidation Distribution the full amount of such
Liquidation Distribution on all Outstanding Trust Preferred Securities, shall
have been made or provided for, and all funds immediately available to the
Property Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Increased Interest Amounts) on, or the Redemption
Price of or the Liquidation Distribution in respect of, the Trust Preferred
Securities then due and payable.




(b)  In the
case of the occurrence of any Event of Default, the Holders of the Common
Securities shall have no right to act with respect to any such Event of Default
under this Trust Agreement until all such Events of Default with respect to the
Trust Preferred Securities have been cured, waived or otherwise eliminated.
Until all such Events of Default under this Trust Agreement with respect to the
Trust Preferred Securities have been so cured, waived or otherwise eliminated,
the Property Trustee shall act solely on behalf of the Holders of the Trust
Preferred Securities and not on behalf of the Holders of the Common Securities,
and only the Holders of all the Trust Preferred Securities will have the right
to direct the Property Trustee to act on their behalf.




SECTION
4.4.  Payment
Procedures.




Payments
of Distributions (including any Increased Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Trust Preferred
Securities shall be made by check mailed to the address of such Person as such
address shall appear in the Securities Register. If any Trust Preferred
Securities are held by a Depositary, such Distributions thereon shall be made to
the Depositary in immediately available funds. Payments in respect of the Common
Securities shall be made in such manner as shall be mutually agreed between the
Property Trustee and the Holder of all the Common Securities.




SECTION
4.5.  Withholding
Tax.




The Trust
and the Administrative Trustees shall comply with all withholding and backup
withholding tax requirements under United States federal, state and local
law.  The Administrative Trustees on behalf of the Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding and backup
withholding tax with respect to each Holder and any representations and forms as
shall reasonably be requested by the Administrative Trustees on behalf of the
Trust to assist it in determining the extent of, and in fulfilling, its
withholding and backup withholding tax obligations. The Administrative Trustees
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding and backup withholding tax is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions. To the extent that the Trust is required to withhold and pay over
any amounts to any jurisdiction with respect to Distributions or allocations to
any Holder, the amount withheld shall be deemed to be a Distribution in the
amount of the withholding to the Holder. In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable
jurisdiction. If the amount required to be withheld was not withheld from actual
Distributions made, the Administrative Trustees on behalf of the Trust may
reduce subsequent Distributions by the amount of such required
withholding.




SECTION
4.6.  Tax
Returns and Other Reports.




(a)  The
Administrative Trustees shall prepare (or cause to be prepared) at the principal
office of the Trust in the United States, as defined for purposes of Treasury
regulations section 301.7701-7, at the Depositor’s expense, and file, all United
States federal, state and local tax and information returns and reports required
to be filed by or in respect of the Trust. The Administrative Trustees shall
prepare at the principal office of the Trust in the United States, as defined
for purposes of Treasury regulations section 301.7701-7, and furnish (or cause
to be prepared and furnished), by January 31 in each taxable year of the Trust
to each Holder all Internal Revenue Service forms and returns required to be
provided by the Trust. The Administrative Trustees shall provide the Depositor
and the Property Trustee with a copy of all such returns and reports promptly
after such filing or furnishing.




(b)  So long
as the Property Trustee is the holder of the Notes, the Administrative Trustees
shall furnish to the Property Trustee (i) the Depositor’s reports on Federal
Reserve form FR Y-9C, FR Y-9LP and FR Y-6, promptly following their filing with
the Federal Reserve, or (ii) if the Depositor is no longer required to file the
reports set forth in (i) above, such other similar reports as the Depositor may
be required to file at such time with the Depositor’s primary federal banking
regulator promptly following their filing with such banking
regulator.




SECTION
4.7.  Payment
of Taxes, Duties, Etc. of the Trust.




Upon
receipt under the Notes of Additional Tax Sums and upon the written direction of
the Administrative Trustees, the Property Trustee shall promptly pay, solely out
of monies on deposit pursuant to this Trust Agreement, any Additional Taxes
imposed on the Trust by the United States or any other taxing
authority.




SECTION
4.8.  Payments
under Indenture or Pursuant to Direct Actions.




Any
amount payable hereunder to any Holder of Trust Preferred Securities shall be
reduced by the amount of any corresponding payment such Holder (or any Owner
with respect thereto) has directly received pursuant to Section 5.8 of the
Indenture or Section
6.10(b) of this Trust Agreement.




SECTION
4.9.  Exchanges.




(a)  If at any
time the Depositor or any of its Affiliates (in either case, a “Depositor
Affiliate”) is the Owner or Holder of any Trust Preferred Securities, such
Depositor Affiliate shall have the right to deliver to the Property Trustee all
or such portion of its Trust Preferred Securities as it elects and, subject to
compliance with Sections 2.2 and
3.5 of the
Indenture, receive, in exchange therefor, a Like Amount of Notes. Such election
(i) shall be exercisable effective on any Distribution Date by such Depositor
Affiliate delivering to the Property Trustee a written notice of such election
specifying the Liquidation Amount of Trust Preferred Securities with respect to
which such election is being made and the Distribution Date on which such
exchange shall occur, which Distribution Date shall be not less than ten (10)
Business Days after the date of receipt by the Property Trustee of such election
notice and (ii) shall be conditioned upon such Depositor Affiliate having
delivered or caused to be delivered to the Property Trustee or its designee the
Trust Preferred Securities that are the subject of such election by 10:00 A.M.
New York time, on the Distribution Date on which such exchange is to occur.
After the exchange, such Trust Preferred Securities will be canceled and will no
longer be deemed to be Outstanding and all rights of the Depositor Affiliate
with respect to such Trust Preferred Securities will cease.




(b)  In the
case of an exchange described in Section 4.9(a), the
Property Trustee on behalf of the Trust will, on the date of such exchange,
exchange Notes having a principal amount equal to a proportional amount of the
aggregate Liquidation Amount of the Outstanding Common Securities, based on the
ratio of the aggregate Liquidation Amount of the Trust Preferred Securities
exchanged pursuant to Section 4.9(a)
divided by the aggregate Liquidation Amount of the Trust Preferred Securities
Outstanding immediately prior to such exchange, for such proportional amount of
Common Securities held by the Depositor (which contemporaneously shall be
canceled and no longer be deemed to be Outstanding); provided, that the
Depositor delivers or causes to be delivered to the Property Trustee or its
designee the required amount of Common Securities to be exchanged by 10:00 A.M.
New York time, on the Distribution Date on which such exchange is to
occur.




SECTION
4.10.  [Intentionally
Blank]




SECTION
4.11.  Certain
Accounting Matters.




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




(b)  The
Administrative Trustees shall either (i) if the Depositor is then subject to
such reporting requirements, cause each Form 10-K and Form 10-Q prepared by the
Depositor and filed with the Commission in accordance with the Exchange Act to
be delivered to each Holder, with a copy to the Property Trustee, within thirty
(30) days after the filing thereof or (ii) cause to be prepared at the principal
office of the Trust in the United States, as defined for purposes of Treasury
Regulations section 301.7701-7, and delivered to each of the Holders, with a
copy to the Property Trustee, within ninety (90) days after the end of each
Fiscal Year, annual financial statements of the Trust, including a balance sheet
of the Trust as of the end of such Fiscal Year, and the related statements of
income or loss.




(c)  The Trust
shall maintain one or more bank accounts in the United States, as defined for
purposes of Treasury Regulations section 301.7701-7, in the name and for the
sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Notes held by the Property Trustee shall be
made directly to the Payment Account and no other funds of the Trust shall be
deposited in the Payment Account. The sole signatories for such accounts
(including the Payment Account) shall be designated by the Property
Trustee.




ARTICLE
V.




Securities


SECTION
5.1.  Initial
Ownership.




Upon the
creation of the Trust and the contribution by the Depositor referred to in Section 2.3 and until
the issuance of the Trust Securities, and at any time during which no Trust
Securities are Outstanding, the Depositor shall be the sole beneficial owner of
the Trust.




SECTION
5.2.  Authorized
Trust Securities.




The Trust
shall be authorized to issue one series of Trust Preferred Securities having an
aggregate Liquidation Amount of $22,137,500 and one series of Common Securities
having an aggregate Liquidation Amount of $763,750.




SECTION
5.3.  Issuance
of the Common Securities; Subscription and Purchase of Notes.




On the
Closing Date, an Administrative Trustee, on behalf of the Trust, shall execute
and deliver to the Depositor Common Securities Certificates, registered in the
name of the Depositor, evidencing an aggregate of 66,413 Common Securities
having an aggregate Liquidation Amount of $10.00, against receipt by the Trust
of the aggregate purchase price of such Common Securities of $664,130.
Contemporaneously therewith and with the sale by the Trust to the Holders of an
aggregate of 1,925,000 Trust Preferred Securities having an aggregate
Liquidation Amount of $19,250,000, an Administrative Trustee, on behalf of the
Trust, shall subscribe for and purchase from the Depositor Notes, to be
registered in the name of the Property Trustee on behalf of the Trust and having
an aggregate principal amount equal to $19,914,130, and, in satisfaction of the
purchase price for such Notes, the Property Trustee, on behalf of the Trust,
shall deliver to the Depositor the sum of $19,914,130 (aggregate amount paid by
the Holders for the Trust Preferred Securities and the Depositor for the Common
Securities). An additional 288,750 shares of the Trust Preferred Securities,
9,962 shares of Common Securities and $2,987,120 of Depositor Notes may be
purchased and sold within thirty (30) days of the Closing Date.




SECTION
5.4.  The
Securities Certificates.




(a)  Global
Trust Preferred Securities shall be issued in minimum denominations of $10.00
Liquidation Amount and integral multiples of $1,000 in excess thereof, and the
Common Securities Certificates shall be issued in minimum denominations of
$10.00 Liquidation Amount and integral multiples of $1,000 in excess thereof. If
allowed under the provisions of Section 5.6,
Securities Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of at least one Administrative Trustee. Securities
Certificates bearing the signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign such Securities
Certificates on behalf of the Trust shall be validly issued and entitled to the
benefits of this Trust Agreement, notwithstanding that such individuals or any
of them shall have ceased to be so authorized prior to the delivery of such
Securities Certificates or did not have such authority at the date of delivery
of such Securities Certificates.




(b)  Global
Trust Preferred Securities shall be, except as provided in Section 5.6,
Book-Entry Trust Preferred Securities registered in the name of the Depositary,
or its nominee and deposited with the Depositary or the Property Trustee as
custodian for the Depositary for credit by the Depositary to the respective
accounts of the Depositary Participants thereof (or such other accounts as they
may direct).




(c)  Subject
to Section 5.6,
a Preferred Security shall not be valid until authenticated by the manual
signature of a Responsible Officer of the Property Trustee. Such signature shall
be conclusive evidence that the Preferred Security has been authenticated under
this Trust Agreement. Upon written order of the Trust signed by one
Administrative Trustee, the Property Trustee shall authenticate and deliver one
or more Preferred Security Certificates evidencing the Trust Preferred
Securities for original issue. The Property Trustee may appoint an
authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Trust Preferred Securities. A Common Security need not be so
authenticated and shall be valid upon execution by one or more Administrative
Trustees. The form of this certificate of authentication can be found in Section 5.13.




(d)  Upon
issuance of the Trust Securities as provided in this Trust Agreement, the Trust
Securities so issued shall be deemed to be validly issued, fully paid and
nonassessable, and each Holder thereof shall be entitled to the benefits
provided by this Trust Agreement.




SECTION
5.5.  Rights of
Holders.




The Trust
Securities shall have no, and the issuance of the Trust Securities is not
subject to, preemptive or similar rights and when issued and delivered to
Holders against payment of the purchase price therefore, will be fully paid and
non-assessable by the Trust. Except as provided in Section 5.11(b), the
Holders of the Trust Securities, in their capacities as such, shall be entitled
to the same limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the State
of Delaware.




SECTION
5.6.  Book-Entry
Trust Preferred Securities.




(a)  A Global
Preferred Security may be exchanged, in whole or in part, for Definitive Trust
Preferred Securities Certificates registered in the names of the Owners only if
such exchange complies with Section 5.7 and (i)
the Depositary advises the Administrative Trustees and the Property Trustee in
writing that the Depositary is no longer willing or able properly to discharge
its responsibilities with respect to the Global Preferred Security, and no
qualified successor is appointed by the Administrative Trustees within ninety
(90) days of receipt of such notice, (ii) the Depositary ceases to be a clearing
agency registered under the Exchange Act and the Administrative Trustees fail to
appoint a qualified successor within ninety (90) days of obtaining knowledge of
such event, (iii) the Administrative Trustees at their option advise the
Property Trustee in writing that the Trust elects to terminate the book-entry
system through the Depositary or (iv) a Note Event of Default has occurred and
is continuing. Upon the occurrence of any event specified in clause (i), (ii),
(iii) or (iv) above, the Administrative Trustees shall notify the Depositary and
instruct the Depositary to notify all Owners of Book-Entry Trust Preferred
Securities, the Delaware Trustee and the Property Trustee of the occurrence of
such event and of the availability of the Definitive Trust Preferred Securities
Certificates to Owners of the Trust Preferred Securities requesting the same.
Upon the issuance of Definitive Trust Preferred Securities Certificates, the
Trustees shall recognize the Holders of the Definitive Trust Preferred
Securities Certificates as Holders.




(b)  If any
Global Preferred Security is to be exchanged for Definitive Trust Preferred
Securities Certificates or canceled in part, or if any Definitive Trust
Preferred Securities Certificate is to be exchanged in whole or in part for any
Global Preferred Security, then either (i) such Global Preferred Security shall
be so surrendered for exchange or cancellation as provided in this Article V or
(ii) the aggregate Liquidation Amount represented by such Global Preferred
Security shall be reduced, subject to Section 5.4, or
increased by an amount equal to the Liquidation Amount represented by that
portion of the Global Preferred Security to be so exchanged or canceled, or
equal to the Liquidation Amount represented by such Definitive Trust Preferred
Securities Certificates to be so exchanged for any Global Preferred Security, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
Applicable Depositary Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender to the Administrative Trustees or the Securities
Registrar of any Global Preferred Security or Securities by the Depositary,
accompanied by registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Trust Preferred Securities
Certificates in accordance with the instructions of the Depositary, and the
Property Trustee, upon receipt thereof, shall authenticate and deliver such
Definitive Trust Preferred Securities Certificates. None of the Securities
Registrar or the Trustees shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be fully protected in
relying on, such instructions.




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




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




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




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




SECTION
5.7.  Registration
of Transfer and Exchange of Trust Preferred Securities
Certificates.




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




(b)  Subject
to Section
5.7(d), upon surrender for registration of transfer of any Trust
Preferred Securities Certificate at the office or agency maintained pursuant to
Section 5.7(f),
the Administrative Trustees or any one of them shall execute by manual or
facsimile signature and deliver to the Property Trustee, and upon receipt
thereof the Property Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Trust Preferred Securities
Certificates in authorized denominations of a like aggregate Liquidation Amount
as may be required by this Trust Agreement dated the date of execution by such
Administrative Trustee or Trustees. At the option of a Holder, Trust Preferred
Securities Certificates may be exchanged for other Trust Preferred Securities
Certificates in authorized denominations and of a like aggregate Liquidation
Amount upon surrender of the Trust Preferred Securities Certificate to be
exchanged at the office or agency maintained pursuant to Section 5.7(f).
Whenever any Trust Preferred Securities Certificates are so surrendered for
exchange, the Administrative Trustees or any one of them shall execute by manual
or facsimile signature and deliver to the Property Trustee, and upon receipt
thereof the Property Trustee shall authenticate and deliver, the Trust Preferred
Securities Certificates that the Holder making the exchange is entitled to
receive.




(c)  The
Securities Registrar shall not be required, (i) to issue, register the transfer
of or exchange any Preferred Security during a period beginning at the opening
of business fifteen (15) days before the day of selection for redemption of such
Trust Preferred Securities pursuant to Article IV and ending
at the close of business on the day of mailing of the notice of redemption or
(ii) to register the transfer of or exchange any Preferred Security so selected
for redemption in whole or in part, except, in the case of any such Preferred
Security to be redeemed in part, any portion thereof not to be
redeemed.




(d)  Every
Trust Preferred Securities Certificate presented or surrendered for registration
of transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Securities Registrar duly
executed by the Holder or such Holder’s attorney duly authorized in
writing.




(e)  No
service charge shall be made for any registration of transfer or exchange of
Trust Preferred Securities Certificates, but the Property Trustee on behalf of
the Trust may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Trust Preferred Securities Certificates.




(f)  The
Administrative Trustees shall designate an office or offices or agency or
agencies where Trust Preferred Securities Certificates may be surrendered for
registration of transfer or exchange, and initially designate the Corporate
Trust Office as its office and agency for such purposes. The Administrative
Trustees shall give prompt written notice to the Depositor, the Property Trustee
and to the Holders of any change in the location of any such office or
agency.




SECTION
5.8.  Mutilated,
Destroyed, Lost or Stolen Securities Certificates.




(a)  If any
mutilated Securities Certificate shall be surrendered to the Securities
Registrar together with such security or indemnity as may be required by the
Securities Registrar and the Administrative Trustees to save each of them
harmless, the Administrative Trustees, or any one of them, on behalf of the
Trust, shall execute and make available for delivery and, with respect to Trust
Preferred Securities, the Property Trustee shall authenticate, in exchange
therefor a new Securities Certificate of like class, tenor and
denomination.




(b)  If the
Securities Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Securities Certificate and there shall be
delivered to the Securities Registrar and the Administrative Trustees such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Securities Certificate shall have been
acquired by a protected purchaser, the Administrative Trustees, or any one of
them, on behalf of the Trust, shall execute and make available for delivery,
and, with respect to Trust Preferred Securities, the Property Trustee shall
authenticate, in exchange for or in lieu of any such destroyed, lost or stolen
Securities Certificate, a new Securities Certificate of like class, tenor and
denomination.




(c)  In
connection with the issuance of any new Securities Certificate under this Section 5.8, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.




(d)  Any
duplicate Securities Certificate issued pursuant to this Section 5.8 shall
constitute conclusive evidence of an undivided beneficial interest in the assets
of the Trust corresponding to that evidenced by the mutilated, lost, stolen or
destroyed Securities Certificate, as if originally issued, whether or not the
lost, stolen or destroyed Securities Certificate shall be found at any
time.




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




(f)  The
provisions of this Section 5.8 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, destroyed, lost or stolen
Securities Certificates.




SECTION
5.9.  Persons
Deemed Holders.




The
Trustees and the Securities Registrar shall each treat the Person in whose name
any Securities Certificate shall be registered in the Securities Register as the
owner of the Trust Securities evidenced by such Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
none of the Trustees and the Securities Registrar shall be bound by any notice
to the contrary.




SECTION
5.10.  Cancellation.




All Trust
Preferred Securities Certificates surrendered for registration of transfer or
exchange or for payment shall, if surrendered to any Person other than the
Property Trustee, be delivered to the Property Trustee, and any such Trust
Preferred Securities Certificates and Trust Preferred Securities Certificates
surrendered directly to the Property Trustee for any such purpose shall be
promptly canceled by it. The Administrative Trustees may at any time deliver to
the Property Trustee for cancellation any Trust Preferred Securities
Certificates previously delivered hereunder that the Administrative Trustees may
have acquired in any manner whatsoever, and all Trust Preferred Securities
Certificates so delivered shall be promptly canceled by the Property Trustee. No
Trust Preferred Securities Certificates shall be executed and delivered in lieu
of or in exchange for any Trust Preferred Securities Certificates canceled as
provided in this Section 5.10, except
as expressly permitted by this Trust Agreement. All canceled Trust Preferred
Securities Certificates shall be disposed of by the Property Trustee in
accordance with its customary practices and the Property Trustee shall deliver
to the Administrative Trustees a certificate of such disposition.




SECTION
5.11.  Ownership
of Common Securities by Depositor.




(a)  On the
Closing Date, the Depositor shall acquire, and thereafter shall retain,
beneficial and record ownership of the Common Securities. Neither the Depositor
nor any successor Holder of the Common Securities may transfer less than all the
Common Securities, and the Depositor or any such successor Holder may transfer
the Common Securities only (i) in connection with a consolidation or merger of
the Depositor into another Person, or any conveyance, transfer or lease by the
Depositor of its properties and assets substantially as an entirety to any
Person (in which event such Common Securities will be transferred to such
surviving entity, transferee or lessee, as the case may be), pursuant to Section 8.1 of the
Indenture or (ii) to the Depositor or an Affiliate of the Depositor, in each
such case in compliance with applicable law (including the Securities Act, and
applicable state securities and blue sky laws). To the fullest extent permitted
by law, any attempted transfer of the Common Securities other than as set forth
in the immediately preceding sentence shall be void. The Administrative Trustees
shall cause each Common Securities Certificate issued to the Depositor to
contain a legend stating substantially “THIS CERTIFICATE IS NOT TRANSFERABLE
EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
AGREEMENT.”




(b)  Any
Holder of the Common Securities shall be liable for the debts and obligations of
the Trust in the manner and to the extent set forth herein with respect to the
Depositor and agrees that it shall be subject to all liabilities to which the
Depositor may be subject and, prior to becoming such a Holder, shall deliver to
the Administrative Trustees an instrument of assumption satisfactory to such
Trustees.




SECTION
5.12.  Restricted
Legends.




(a)  The Global Preferred Securities shall bear a legend substantially to
the following effect:




“THIS
PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE TRUST
AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE “DEPOSITARY”), OR A
NOMINEE OF THE DEPOSITARY.  THIS PREFERRED SECURITY IS EXCHANGEABLE FOR
PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
TRUST AGREEMENT AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A
TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.




UNLESS
THIS PREFERRED SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TO THE TEMECULA VALLEY STATUTORY TRUST VI OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”




SECTION
5.13.  Form of Certificate of Authentication.




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




This
represents Trust Preferred Securities referred to in the within-mentioned Trust
Agreement.




Dated:
            WILMINGTON
      TRUST COMPANY, not in its individual capacity, but solely as Property
      Trustee
              
              By:           ________________________________
              Authorized officer


ARTICLE
VI.




Meetings;
Voting; Acts of Holders




SECTION
6.1.  Notice of
Meetings.




Notice of
all meetings of the Holders of the Trust Preferred Securities, stating the time,
place and purpose of the meeting, shall be given by the Property Trustee
pursuant to Section
11.8 to each Holder of Trust Preferred Securities, at such Holder’s
registered address, at least fifteen (15) days and not more than ninety (90)
days before the meeting. At any such meeting, any business properly before the
meeting may be so considered whether or not stated in the notice of the meeting.
Any adjourned meeting may be held as adjourned without further
notice.




SECTION
6.2.  Meetings
of Holders of the Trust Preferred Securities.




(a)  No annual
meeting of Holders is required to be held. The Property Trustee, however, shall
call a meeting of the Holders of the Trust Preferred Securities to vote on any
matter upon the written request of the Holders of at least twenty five percent
(25%) in aggregate Liquidation Amount of the Outstanding Trust Preferred
Securities and the Administrative Trustees or the Property Trustee may, at any
time in their discretion, call a meeting of the Holders of the Trust Preferred
Securities to vote on any matters as to which such Holders are entitled to
vote.




(b)  The
Holders of at least a Majority in Liquidation Amount of the Trust Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Trust Preferred Securities.




(c)  If a
quorum is present at a meeting, an affirmative vote by the Holders present, in
person or by proxy, holding Trust Preferred Securities representing at least a
Majority in Liquidation Amount of the Trust Preferred Securities held by the
Holders present, either in person or by proxy, at such meeting shall constitute
the action of the Holders of the Trust Preferred Securities, unless this Trust
Agreement requires a lesser or greater number of affirmative votes.




SECTION
6.3.  Voting
Rights.




Holders
shall be entitled to one vote for each $10.00 of Liquidation Amount represented
by their Outstanding Trust Securities in respect of any matter as to which such
Holders are entitled to vote.




SECTION
6.4.  Proxies,
Etc.




At any
meeting of Holders, any Holder entitled to vote thereat may vote by proxy,
provided, that no proxy shall be voted at any meeting unless it shall have been
placed on file with the Administrative Trustees, or with such other officer or
agent of the Trust as the Administrative Trustees may direct, for verification
prior to the time at which such vote shall be taken. Pursuant to a resolution of
the Property Trustee, proxies may be solicited in the name of the Property
Trustee or one or more officers of the Property Trustee. Only Holders of record
shall be entitled to vote. When Trust Securities are held jointly by several
Persons, any one of them may vote at any meeting in person or by proxy in
respect of such Trust Securities, but if more than one of them shall be present
at such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Trust Securities. A proxy purporting to be executed by or on
behalf of a Holder shall be deemed valid unless challenged at or prior to its
exercise, and the burden of proving invalidity shall rest on the challenger. No
proxy shall be valid more than three years after its date of
execution.




SECTION
6.5.  Holder
Action by Written Consent.




Any
action that may be taken by Holders at a meeting may be taken without a meeting
and without prior notice if Holders holding at least a Majority in Liquidation
Amount of all Trust Preferred Securities entitled to vote in respect of such
action (or such lesser or greater proportion thereof as shall be required by any
other provision of this Trust Agreement) shall consent to the action in writing;
provided, that notice of such action is promptly provided to the Holders of
Trust Preferred Securities that did not consent to such action. Any action that
may be taken by the Holders of all the Common Securities may be taken without a
meeting and without prior notice if such Holders shall consent to the action in
writing.




SECTION
6.6.  Record
Date for Voting and Other Purposes.




Except as
provided in Section
6.10(a), for the purposes of determining the Holders who are entitled to
notice of and to vote at any meeting or to act by written consent, or to
participate in any distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Administrative Trustees may from time to time
fix a date, not more than ninety (90) days prior to the date of any meeting of
Holders or the payment of a Distribution or other action, as the case may be, as
a record date for the determination of the identity of the Holders of record for
such purposes.




SECTION
6.7.  Acts of
Holders.




(a)  Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Trust Agreement to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
thereof duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Trust Agreement and conclusive in favor of
the Trustees, if made in the manner provided in this Section
6.7.




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




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




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




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




(f)  If any
dispute shall arise among the Holders or the Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, notice, consent, waiver or other Act of such Holder or Trustee under
this Article
VI, then the determination of such matter by the Property Trustee shall
be conclusive with respect to such matter.




SECTION
6.8.  Inspection
of Records.




Upon
reasonable written notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by any Holder
during normal business hours for any purpose reasonably related to such Holder’s
interest as a Holder.




SECTION
6.9.  Limitations
on Voting Rights.




(a)  Except as
expressly provided in this Trust Agreement and in the Indenture and as otherwise
required by law, no Holder of Trust Preferred Securities shall have any right to
vote or in any manner otherwise control the administration, operation and
management of the Trust or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Securities
Certificates, be construed so as to constitute the Holders from time to time as
partners or members of an association.




(b)  So long
as any Notes are held by the Property Trustee on behalf of the Trust, the
Property Trustee shall not (i) direct the time, method and place of conducting
any proceeding for any remedy available to the Note Trustee, or exercise any
trust or power conferred on the Property Trustee with respect to the Notes, (ii)
waive any past default that may be waived under Section 5.13 of the
Indenture, (iii) exercise any right to rescind or annul a declaration that the
principal of all the Notes shall be due and payable or (iv) consent to any
amendment, modification or termination of the Indenture or the Notes, where such
consent shall be required, without, in each case, obtaining the prior approval
of the Holders of at least a Majority in Liquidation Amount of the Trust
Preferred Securities; provided, that where a consent under the Indenture would
require the consent of each holder of Notes (or each Holder of Trust Preferred
Securities) affected thereby, no such consent shall be given by the Property
Trustee without the prior written consent of each Holder of Trust Preferred
Securities. The Property Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Trust Preferred
Securities, except by a subsequent vote of the Holders of the Trust Preferred
Securities.  In addition to obtaining the foregoing approvals of the
Holders of the Trust Preferred Securities, prior to taking any of the foregoing
actions, the Property Trustee shall, at the expense of the Depositor, obtain an
Opinion of Counsel experienced in such matters to the effect that such action
shall not cause the Trust to be taxable as a corporation or classified as other
than a grantor trust for United States federal income tax purposes.




(c)  If any
proposed amendment to the Trust Agreement provides for, or the Trustees
otherwise propose to effect, (i) any action that would adversely affect in any
material respect the powers, preferences or special rights of the Trust
Preferred Securities, whether by way of amendment to the Trust Agreement or
otherwise or (ii) the dissolution, winding-up or termination of the Trust, other
than pursuant to the terms of this Trust Agreement, then the Holders of
Outstanding Trust Preferred Securities as a class will be entitled to vote on
such amendment or proposal and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in Liquidation
Amount of the Trust Preferred Securities. Notwithstanding any other provision of
this Trust Agreement, no amendment to this Trust Agreement may be made if, as a
result of such amendment, it would cause the Trust to be taxable as a
corporation or classified as other than a grantor trust for United States
federal income tax purposes.




SECTION
6.10.  Acceleration
of Maturity; Rescission of Annulment; Waivers of Past Defaults.




(a)  For so
long as any Trust Preferred Securities remain Outstanding, if, upon a Note Event
of Default pursuant to paragraphs (c), (e), (f), (g) or (h) of Section 5.1 of the
Indenture, the Note Trustee fails or the holders of not less than twenty five
percent (25%) in principal amount of the outstanding Notes fail to declare the
principal of all of the Notes to be immediately due and payable, the Holders of
at least twenty-five percent (25%) in Liquidation Amount of the Trust Preferred
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Property Trustee, the Depositor and the Note Trustee.
At any time after a declaration of acceleration with respect to the Notes has
been made and before a judgment or decree for payment of the money due has been
obtained by the Note Trustee as provided in the Indenture, the Holders of at
least a Majority in Liquidation Amount of the Trust Preferred Securities, by
written notice to the Property Trustee, the Depositor and the Note Trustee, may
rescind and annul such declaration and its consequences if:




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




(A)  all
overdue installments of interest on all of the Notes;




(B)  any
accrued Increased Interest on all of the Notes;




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




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




(ii)  all Note
Events of Default, other than the non-payment of the principal of the Notes that
has become due solely by such acceleration, have been cured or waived as
provided in Section
5.13 of the Indenture.




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




(b)  For so
long as any Trust Preferred Securities remain Outstanding, to the fullest extent
permitted by law and subject to the terms of this Trust Agreement and the
Indenture, upon a Note Event of Default specified in paragraph (a), (b) or (c)
of Section 5.1
of the Indenture, any Holder of Trust Preferred Securities shall have the right
to institute a proceeding directly against the Depositor, pursuant to Section 5.8 of the
Indenture, for enforcement of payment to such Holder of any amounts payable in
respect of Notes having an aggregate principal amount equal to the aggregate
Liquidation Amount of the Trust Preferred Securities of such Holder. Except as
set forth in Section 6.10(a)
and this Section
6.10(b), the Holders of Trust Preferred Securities shall have no right to
exercise directly any right or remedy available to the holders of, or in respect
of, the Notes.




(c)  Notwithstanding
paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Trust Preferred
Securities may, on behalf of the Holders of all the Trust Preferred Securities,
waive any Note Event of Default, except any Note Event of Default arising from
the failure to pay any principal of or premium, if any, or interest on
(including any Increased Interest) the Notes (unless such Note Event of Default
has been cured and a sum sufficient to pay all matured installments of interest
and all principal and premium, if any, on all Notes due otherwise than by
acceleration has been deposited with the Note Trustee) or a Note Event of
Default in respect of a covenant or provision that under the Indenture cannot be
modified or amended without the consent of the holder of each outstanding Note.
Upon any such waiver, such Note Event of Default shall cease to exist and any
Note Event of Default arising therefrom shall be deemed to have been cured for
every purpose of the Indenture; but no such waiver shall affect any subsequent
Note Event of Default or impair any right consequent thereon.




(d)  Notwithstanding
paragraphs (a) and (b) of this Section 6.10 and
subject to paragraph (c), the Holders of at least a Majority in Liquidation
Amount of the Trust Preferred Securities may, on behalf of the Holders of all
the Trust Preferred Securities, waive any Event of Default and its consequences.
Upon such waiver, any such Event of Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Trust Agreement, but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent
thereon.




(e)  The
Holders of a Majority in Liquidation Amount of the Trust Preferred Securities
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Property Trustee in respect of this
Trust Agreement or the Notes or exercising any trust or power conferred upon the
Property Trustee under this Trust Agreement; provided, that, subject to Sections 8.5 and
8.7, the
Property Trustee shall have the right to decline to follow any such direction if
the Property Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Property Trustee in good faith
shall, by an officer or officers of the Property Trustee, determine that the
proceedings so directed would be illegal or involve it in personal liability or
be unduly prejudicial to the rights of Holders not party to such direction, and
provided, further, that nothing in this Trust Agreement shall impair the right
of the Property Trustee to take any action deemed proper by the Property Trustee
and which is not inconsistent with such direction.




ARTICLE
VII.




Representations
and Warranties




SECTION
7.1.  Representations
and Warranties of the Property Trustee and the Delaware Trustee.




The
Property Trustee and the Delaware Trustee, each severally on behalf of and as to
itself, hereby represents and warrants for the benefit of the Depositor and the
Holders that:




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




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




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




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




(e)  this
Trust Agreement has been duly authorized, executed and delivered by the Property
Trustee and the Delaware Trustee and constitutes the legal, valid and binding
agreement of each of the Property Trustee and the Delaware Trustee enforceable
against each of them in accordance with its terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally
and to general principles of equity and the discretion of the court (regardless
of whether considered in a proceeding in equity or at law);




(f)  the
execution, delivery and performance of this Trust Agreement have been duly
authorized by all necessary corporate or other action on the part of the
Property Trustee and the Delaware Trustee and do not require any approval of
stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the Charter or By-laws
of the Property Trustee or the Delaware Trustee or (ii) violate any applicable
law, governmental rule or regulation of the United States or the State of
Delaware, as the case may be, governing the banking and trust powers of the
Property Trustee or the Delaware Trustee or any order, judgment or decree
applicable to the Property Trustee or the Delaware Trustee;




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




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




SECTION
7.2.  Representations
and Warranties of Depositor.




The
Depositor hereby represents and warrants for the benefit of the Holders
that:




(a)  the
Depositor is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation;




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




(c)  this
Trust Agreement has been duly authorized, executed and delivered by the
Depositor and constitutes the legal, valid and binding agreement of the
Depositor enforceable against the Depositor in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors’ rights generally and to general principles of equity;




(d)  the
Securities Certificates issued at the Closing Date on behalf of the Trust have
been duly authorized and will have been duly and validly executed, issued and
delivered by the applicable Trustees pursuant to the terms and provisions of,
and in accordance with the requirements of, this Trust Agreement and the Holders
will be, as of such date, entitled to the benefits of this Trust
Agreement;




(e)  the
execution, delivery and performance of this Trust Agreement have been duly
authorized by all necessary corporate or other action on the part of the
Depositor and do not require any approval of stockholders of the Depositor and
such execution, delivery and performance will not (i) violate the articles or
certificate of incorporation or by-laws (or other organizational documents) of
the Depositor or (ii) violate any applicable law, governmental rule or
regulation governing the Depositor or any material portion of its property or
any order, judgment or decree applicable to the Depositor or any material
portion of its property;




(f)  neither
the authorization, execution or delivery by the Depositor of this Trust
Agreement nor the consummation of any of the transactions by the Depositor
contemplated herein requires the consent or approval of, the giving of notice
to, the registration with or the taking of any other action with respect to any
governmental authority or agency under any existing law governing the Depositor
or any material portion of its property; and




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




ARTICLE
VIII.




The
Trustees




SECTION
8.1.  Number of
Trustees.




The
number of Trustees shall be five (5), provided, that the Property Trustee and
the Delaware Trustee may be the same Person, in which case the number of
Trustees shall be four (4). The number of Trustees may be increased or decreased
by Act of the Holder of the Common Securities subject to Sections 8.2, 8.3, and 8.4. The death,
resignation, retirement, removal, bankruptcy, incompetence or incapacity to
perform the duties of a Trustee shall not operate to annul, dissolve or
terminate the Trust.




SECTION
8.2.  Property
Trustee Required.




There
shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a corporation organized and doing
business under the laws of the United States or of any state thereof, authorized
to exercise corporate trust powers, having a combined capital and surplus of at
least fifty million dollars ($50,000,000), subject to supervision or examination
by federal or state authority and having an office within the United States. If
any such Person publishes reports of condition at least annually pursuant to law
or to the requirements of its supervising or examining authority, then for the
purposes of this Section 8.2, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Property Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.2, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article
VIII.




SECTION
8.3.  Delaware
Trustee Required.




(a)  If
required by the Delaware Statutory Trust Act, there shall at all times be a
Delaware Trustee with respect to the Trust Securities. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity that has its principal
place of business in the State of Delaware, otherwise meets the requirements of
applicable Delaware law and shall act through one or more persons authorized to
bind such entity. If at any time the Delaware Trustee shall cease to be eligible
in accordance with the provisions of this Section 8.3, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article
VIII.




(b)  The
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the Property
Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
shall be one of the trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act
and for taking such actions as are required to be taken by a Delaware trustee
under the Delaware Statutory Trust Act. The duties (including fiduciary duties),
liabilities and obligations of the Delaware Trustee shall be limited to (a)
accepting legal process served on the Trust in the State of Delaware and (b) the
execution of any certificates required to be filed with the Secretary of State
of the State of Delaware that the Delaware Trustee is required to execute under
Section 3811 of the Delaware Statutory Trust Act and there shall be no other
duties (including fiduciary duties) or obligations, express or implied, at law
or in equity, of the Delaware Trustee.




SECTION
8.4.  Appointment
of Administrative Trustees.




(a)  There
shall at all times be one or more Administrative Trustees hereunder with respect
to the Trust Securities. Each Administrative Trustee shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more persons authorized to bind that entity. Each of the individuals
identified as an “Administrative Trustee” in the preamble of this Trust
Agreement hereby accepts his or her appointment as such.




(b)  Except
where a requirement for action by a specific number of Administrative Trustees
is expressly set forth in this Trust Agreement, any act required or permitted to
be taken by, and any power of the Administrative Trustees may be exercised by,
or with the consent of, any one such Administrative Trustee. Whenever a vacancy
in the number of Administrative Trustees shall occur, until such vacancy is
filled by the appointment of an Administrative Trustee in accordance with Section 8.11, the
Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Trust Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.




SECTION
8.5.  Duties
and Responsibilities of the Trustees.




(a)  The
rights, immunities, duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and there shall be no other duties (including
fiduciary duties) or obligations, express or implied, at law or in equity, of
the Trustees; provided, however, that if an Event of Default known to the
Property Trustee has occurred and is continuing, the Property Trustee shall,
prior to the receipt of directions, if any, from the Holders of at least a
Majority in Liquidation Amount of the Trust Preferred Securities, exercise such
of the rights and powers vested in it by this Trust Agreement, and use the same
degree of care and skill in its exercise, as a prudent person would exercise or
use under the circumstances in the conduct of such person’s own affairs.
Notwithstanding the foregoing, no provision of this Trust Agreement shall
require any of the Trustees to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in
the exercise of any of its or their rights or powers, if it or they shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.
Whether or not herein expressly so provided, every provision of this Trust
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustees shall be subject to the provisions of this Section 8.5. To the
extent that, at law or in equity, a Trustee has duties and liabilities relating
to the Trust or to the Holders, such Trustee shall not be liable to the Trust or
to any Holder for such Trustee’s good faith reliance on the provisions of this
Trust Agreement. The provisions of this Trust Agreement, to the extent that they
restrict the duties and liabilities of the Trustees otherwise existing at law or
in equity, are agreed by the Depositor and the Holders to replace such other
duties and liabilities of the Trustees.




(b)  All
payments made by the Property Trustee or a Paying Agent in respect of the Trust
Securities shall be made only from the revenue and proceeds from the Trust
Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.5(b) does
not limit the liability of the Trustees expressly set forth elsewhere in this
Trust Agreement.




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




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




(ii)  the
Property Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the Holders
of at least a Majority in Liquidation Amount of the Trust Preferred Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee hereunder or under the Indenture, or
exercising any trust or power conferred upon the Property Trustee under this
Trust Agreement;




(iii)  the
Property Trustee’s sole duty with respect to the custody, safe keeping and
physical preservation of the Notes and the Payment Account shall be to deal with
such Property in a similar manner as the Property Trustee deals with similar
property for its own account, subject to the protections and limitations on
liability afforded to the Property Trustee under this Trust
Agreement;




(iv)  the
Property Trustee shall not be liable for any interest on any money received by
it; and money held by the Property Trustee need not be segregated from other
funds held by it except in relation to the Payment Account maintained by the
Property Trustee pursuant to Section 3.1 and
except to the extent otherwise required by law; and




(v)  the
Property Trustee shall not be responsible for monitoring the compliance by the
Administrative Trustees or the Depositor with their respective duties under this
Trust Agreement, nor shall the Property Trustee be liable for the default or
misconduct of any other Trustee or the Depositor.




SECTION
8.6.  Notices
of Defaults and Extensions.




(a)  Within
ninety (90) days after the occurrence of a default actually known to the
Property Trustee, the Property Trustee shall transmit notice of such default to
the Holders, the Administrative Trustees and the Depositor, unless such default
shall have been cured or waived; provided, that, except in the case of a default
in the payment of the principal of or any premium or interest (including any
Increased Interest) on any Trust Security, the Property Trustee shall be fully
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Property Trustee in good faith determines that the withholding
of such notice is in the interests of the Holders of the Trust Securities. For
the purpose of this Section 8.6, the term
“default” means any event that is, or after notice or lapse of time or both
would become, an Event of Default.




(b)  Within
three (3) Business Days after the receipt of written notice of the Depositor’s
exercise of its right to defer the payment of interest on the Notes pursuant to
the Indenture, the Property Trustee shall transmit, in the manner and to the
extent provided in Section 11.8, notice
of such exercise to the Holders and the Administrative Trustees, unless such
exercise shall have been revoked.




(c)  The
Property Trustee shall not be deemed to have knowledge of any default or Event
of Default unless the Property Trustee shall have received written notice
thereof from the Depositor, any Administrative Trustee or any Holder or unless a
Responsible Officer of the Property Trustee shall have obtained actual knowledge
of such default or Event of Default.




(d)  The
Property Trustee shall notify all Holders of the Trust Preferred Securities of
any notice of default received with respect to the Notes.




SECTION
8.7.  Certain
Rights of Property Trustee.




Subject
to the provisions of Section
8.5:




(a)  the
Property Trustee may conclusively rely and shall be protected in acting or
refraining from acting in good faith and in accordance with the terms hereof
upon any resolution, Opinion of Counsel, certificate, written representation of
a Holder or transferee, certificate of auditors or any other resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, appraisal, bond, Note, note, other evidence of indebtedness or
other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;




(b)  if (i) in
performing its duties under this Trust Agreement the Property Trustee is
required to decide between alternative courses of action, (ii) in construing any
of the provisions of this Trust Agreement the Property Trustee finds a provision
ambiguous or inconsistent with any other provisions contained herein or (iii)
the Property Trustee is unsure of the application of any provision of this Trust
Agreement, then, except as to any matter as to which the Holders of the Trust
Preferred Securities are entitled to vote under the terms of this Trust
Agreement, the Property Trustee shall deliver a notice to the Depositor
requesting the Depositor’s written instruction as to the course of action to be
taken and the Property Trustee shall take such action, or refrain from taking
such action, as the Property Trustee shall be instructed in writing to take, or
to refrain from taking, by the Depositor; provided, that if the Property Trustee
does not receive such instructions of the Depositor within ten (10) Business
Days after it has delivered such notice or such reasonably shorter period of
time set forth in such notice, the Property Trustee may, but shall be under no
duty to, take such action, or refrain from taking such action, as the Property
Trustee shall deem advisable and in the best interests of the Holders, in which
event the Property Trustee shall have no liability except for its own
negligence, bad faith or willful misconduct;




(c)  any
direction or act of the Depositor contemplated by this Trust Agreement shall be
sufficiently evidenced by an Officers’ Certificate unless otherwise expressly
provided herein;




(d)  any
direction or act of an Administrative Trustee contemplated by this Trust
Agreement shall be sufficiently evidenced by a certificate executed by such
Administrative Trustee and setting forth such direction or act;




(e)  the
Property Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any re-recording,
re-filing or re-registration thereof;




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




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




(h)  the
Property Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, approval, bond, Note, note
or other evidence of indebtedness or other paper or document, unless requested
in writing to do so by one or more Holders, but the Property Trustee may make
such further inquiry or investigation into such facts or matters as it may see
fit, and, if the Property Trustee shall determine to make such inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Depositor, personally or by agent or attorney;




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




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




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




(l)  without
prejudice to any other rights available to the Property Trustee under applicable
law, when the Property Trustee incurs expenses or renders services in connection
with a Bankruptcy Event, such expenses (including legal fees and expenses of its
agents and counsel) and the compensation for such services are intended to
constitute expenses of administration under any Bankruptcy Law or law relating
to creditors rights generally; and




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




No
provision of this Trust Agreement shall be deemed to impose any duty or
obligation on any Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which such Person shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.




SECTION
8.8.  Delegation
of Power.




Any
Trustee may, by power of attorney or otherwise delegate to any other Person its,
his or her power for the purpose of executing any documents contemplated in
Section 2.5.
The Trustees shall have power to delegate from time to time to such of their
number or to the Depositor the doing of such things and the execution of such
instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of this Trust
Agreement.




SECTION
8.9.  May Hold
Securities.




Any
Trustee or any other agent of any Trustee or the Trust, in its individual or any
other capacity, may become the owner or pledgee of Trust Securities and except
as provided in the definition of the term “Outstanding” in Article I, may
otherwise deal with the Trust with the same rights it would have if it were not
a Trustee or such other agent.




SECTION
8.10.  Compensation;
Reimbursement; Indemnity.




The
Depositor agrees:




(a)  to pay to
the Trustees from time to time such reasonable compensation for all services
rendered by them hereunder as may be agreed by the Depositor and the Trustees
from time to time (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express
trust);




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




(c)  to the
fullest extent permitted by applicable law, to indemnify and hold harmless (i)
each Trustee (including in its individual capacity), (ii) any Affiliate of any
Trustee, (iii) any officer, director, shareholder, employee, representative or
agent of any Trustee or any Affiliate of any Trustee and (iv) any employee or
agent of the Trust (referred to herein as an “Indemnified Person”) from and
against any loss, damage, liability, tax (other than income, franchise or other
taxes imposed on amounts paid pursuant to Section 8.10(a) or
(b) hereof),
penalty, expense or claim of any kind or nature whatsoever incurred without
negligence, bad faith or willful misconduct on its part, arising out of or in
connection with the acceptance or administration of the Trust hereunder,
including the advancement of funds to cover the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder.




The Trust
shall have no payment, reimbursement or indemnity obligations to the Trustees
under this Section
8.10. The provisions of this Section 8.10 shall
survive the termination of this Trust Agreement and the earlier removal or
resignation of any Trustee.




No
Trustee may claim any Lien on any Trust Property whether before or after
termination of the Trust as a result of any amount due pursuant to this Section
8.10.




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




SECTION
8.11.  Resignation
and Removal; Appointment of Successor.




(a)  No
resignation or removal of any Trustee and no appointment of a successor Trustee
pursuant to this Article VIII shall
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section
8.12.




(b)  A Trustee
may resign at any time by giving written notice thereof to the Depositor and, in
the case of the Property Trustee and the Delaware Trustee, to the
Holders.




(c)  Unless an
Event of Default shall have occurred and be continuing, the Property Trustee or
the Delaware Trustee, or both of them, may be removed (with or without cause) at
any time by Act of the Holder of Common Securities. If an Event of Default shall
have occurred and be continuing, the Property Trustee or the Delaware Trustee,
or both of them, may be removed (with or without cause) at such time by Act of
the Holders of at least a Majority in Liquidation Amount of the Trust Preferred
Securities, delivered to the removed Trustee (in its individual capacity and on
behalf of the Trust). An Administrative Trustee may be removed (with or without
cause) only by Act of the Holder of the Common Securities at any
time.




(d)  If any
Trustee shall resign, be removed or become incapable of acting as Trustee, or if
a vacancy shall occur in the office of any Trustee for any reason, at a time
when no Event of Default shall have occurred and be continuing, the Holder of
the Common Securities, by Act of the Holder of the Common Securities, shall
promptly appoint a successor Trustee or Trustees, and such successor Trustee and
the retiring Trustee shall comply with the applicable requirements of Section 8.12. If the
Property Trustee or the Delaware Trustee shall resign, be removed or become
incapable of continuing to act as the Property Trustee or the Delaware Trustee,
as the case may be, at a time when an Event of Default shall have occurred and
be continuing, the Holders of the Trust Preferred Securities, by Act of the
Holders of a Majority in Liquidation Amount of the Trust Preferred Securities,
shall promptly appoint a successor Property Trustee or Delaware Trustee, and
such successor Property Trustee or Delaware Trustee and the retiring Property
Trustee or Delaware Trustee shall comply with the applicable requirements of
Section 8.12.
If an Administrative Trustee shall resign, be removed or become incapable of
acting as Administrative Trustee, at a time when an Event of Default shall have
occurred and be continuing, the Holder of the Common Securities by Act of the
Holder of Common Securities shall promptly appoint a successor Administrative
Trustee and such successor Administrative Trustee and the retiring
Administrative Trustee shall comply with the applicable requirements of Section 8.12. If no
successor Trustee shall have been so appointed by the Holder of the Common
Securities or Holders of the Trust Preferred Securities, as the case may be, and
accepted appointment in the manner required by Section 8.12 within
thirty (30) days after the giving of a notice of resignation by a Trustee, the
removal of a Trustee, or a Trustee becoming incapable of acting as such Trustee,
any Holder who has been a Holder of Trust Preferred Securities for at least six
(6) months may, on behalf of himself and all others similarly situated, and any
resigning Trustee may, in each case, at the expense of the Depositor, petition
any court of competent jurisdiction for the appointment of a successor
Trustee.




(e)  The
Depositor shall give notice of each resignation and each removal of the Property
Trustee or the Delaware Trustee and each appointment of a successor Property
Trustee or Delaware Trustee to all Holders in the manner provided in Section 11.8. Each
notice shall include the name of the successor Property Trustee or Delaware
Trustee and the address of its Corporate Trust Office if it is the Property
Trustee.




(f)  Notwithstanding
the foregoing or any other provision of this Trust Agreement, in the event any
Administrative Trustee or a Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Holder of Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (i) the unanimous act of the remaining Administrative Trustees if
there are at least two of them or (ii) otherwise by the Holder of the Common
Securities (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees or Delaware Trustee, as the
case may be, set forth in Sections 8.3 and
8.4).




(g)  Upon the
appointment of a successor Delaware Trustee, such successor Delaware Trustee
shall file a Certificate of Amendment to the Certificate of Trust in accordance
with Section 3810 of the Delaware Statutory Trust Act.




SECTION
8.12.  Acceptance
of Appointment by Successor.




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




(b)  Upon
request of any such successor Trustee, the Trust (or the retiring Trustee if
requested by the Depositor) shall execute any and all instruments for more fully
and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the preceding paragraph.




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




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




Any
Person into which the Property Trustee or the Delaware Trustee may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion or consolidation to which such Trustee shall be a party, or
any Person succeeding to all or substantially all the corporate trust business
of such Trustee, shall be the successor of such Trustee hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided, that such Person shall be otherwise qualified and
eligible under this Article
VIII.




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




The
recitals contained herein and in the Securities Certificates shall be taken as
the statements of the Trust and the Depositor, and the Trustees do not assume
any responsibility for their correctness.  The Trustees make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the Notes or the Trust Securities. The Trustees shall not be
accountable for the use or application by the Depositor of the proceeds of the
Notes.




SECTION
8.15.  Property
Trustee May File Proofs of Claim.




(a)  In case
of any Bankruptcy Event (or event that with the passage of time would become a
Bankruptcy Event) relative to the Trust or any other obligor upon the Trust
Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable and irrespective of whether
the Property Trustee shall have made any demand on the Trust for the payment of
any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or
otherwise:




(i)  to file
and prove a claim for the whole amount of any Distributions owing and unpaid in
respect of the Trust Securities and to file such other papers or documents as
may be necessary or advisable in order to have the claims of the Property
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Property Trustee, its agents and counsel) and
of the Holders allowed in such judicial proceeding; and




(ii)  to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;




and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such proceeding is hereby authorized by each Holder to
make such payments to the Property Trustee and, in the event the Property
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Property Trustee first any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.




(b)  Nothing
herein contained shall be deemed to authorize the Property Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such
proceeding.




SECTION
8.16.  Reports
to and from the Property Trustee.




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




(b)  Subject
to Section
8.16(c), the Depositor shall furnish to (i) the Property Trustee, (ii)
any Owner of the Trust Preferred Securities reasonably identified to the
Depositor or the Trust (which identification may be made by such Owner) and
(iii) any designee of (i), or (ii) above, (collectively, the “Report
Recipients”) a duly completed and executed certificate in the form attached
hereto as Exhibit
E, including the financial statements referenced in such Exhibit, which
certificate and financial statements shall be so furnished by the Depositor not
later than forty five (45) days after the end of each of the first three fiscal
quarters of each fiscal year of the Depositor and not later than ninety (90)
days after the end of each fiscal year of the Depositor.




(c)  The
Report Recipients agree to hold all information contained in any financial
statements provided to them pursuant to this Section 8.16 which
are not filed with or furnished to the Commission through EDGAR or otherwise
made publicly available by the Depositor (“Confidential Financial Statements”),
in confidence and will not directly or indirectly, transfer, publish or disclose
any such information, to any other person or entity without the prior written
consent of the Depositor, except and only to the extent as may be required by
law or judicial process (in which case the Recipients shall provide notice of
such compelled disclosure to the Depositor prior to (or, in the case of an
on-site governmental authority or agency examination, to the extent practicable)
such disclosure); provided that the Report Recipients shall be permitted to use
such information for the purpose of preparing and disclosing aggregate
information that is not specific to the Depositor. The Depositor agrees to
promptly provide such Confidential Financial Statements to a prospective
purchaser of the Trust Preferred Securities who expressly agrees (orally or in
writing) to maintain its confidentiality. The Depositor shall place a
conspicuous legend as to confidentiality on any Confidential Financial
Statements made available hereunder.




(d)  The
Property Trustee shall receive all reports, certificates and information, which
it is entitled to obtain under each of the Operative Documents, and deliver to
the Owners of the Trust Preferred securities as identified in writing to the
Property Trustee, copies of all such reports, certificates or information
promptly upon receipt thereof.




ARTICLE
IX.




Termination,
Liquidation and Merger




SECTION
9.1.  Dissolution
Upon Expiration Date.




Unless
earlier dissolved, the Trust shall automatically dissolve on March 30, 2038 (the
“Expiration Date”), and the Trust Property shall be liquidated in accordance
with Section
9.4.




SECTION
9.2.  Early
Termination.




The first
to occur of any of the following events is an “Early Termination Event,” upon
the occurrence of which the Trust shall be dissolved:




(a)  the
occurrence of a Bankruptcy Event in respect of, or the dissolution or
liquidation of, the Depositor, in its capacity as the Holder of the Common
Securities, unless the Depositor shall have transferred the Common Securities as
provided by Section
5.11, in which case this provision shall refer instead to any such
successor Holder of the Common Securities;




(b)  the
written direction to the Property Trustee from the Holder of the Common
Securities at any time to dissolve the Trust and, after satisfaction of any
liabilities of the Trust as required by applicable law, to distribute the Notes
to Holders in exchange for the Trust Preferred Securities (which direction is
optional and wholly within the discretion of the Holder of the Common
Securities), provided, that the Holder of the Common Securities shall have
received the prior approval of the Federal Reserve if then
required;




(c)  the
redemption of all of the Trust Preferred Securities in connection with the
payment at maturity or redemption of all the Notes; and




(d)  the entry
of an order for dissolution of the Trust by a court of competent
jurisdiction.




SECTION
9.3.  Termination.




The
respective obligations and responsibilities of the Trustees and the Trust shall
terminate upon the latest to occur of the following: (a) the distribution by the
Property Trustee to Holders of all amounts required to be distributed hereunder
upon the liquidation of the Trust pursuant to Section 9.4, or upon
the redemption of all of the Trust Securities pursuant to Section 4.2; (b)
the satisfaction of any expenses owed by the Trust; and (c) the discharge of all
administrative duties of the Administrative Trustees, including the performance
of any tax reporting obligations with respect to the Trust or the
Holders.




SECTION
9.4.  Liquidation.




(a)  If an
Early Termination Event specified in Section 9.2(a), (b) or (d) occurs or upon
the Expiration Date, the Trust shall be liquidated by the Property Trustee as
expeditiously as the Property Trustee shall determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Holder a Like Amount of Notes, subject to
Section 9.4(d).
Notice of liquidation shall be given by the Property Trustee not less than
thirty (30) nor more than sixty (60) days prior to the Liquidation Date to each
Holder of Trust Securities at such Holder’s address appearing in the Securities
Register. All such notices of liquidation shall:




(i)  state the
Liquidation Date;




(ii)  state
that from and after the Liquidation Date, the Trust Securities will no longer be
deemed to be Outstanding and (subject to Section 9.4(d)) any
Securities Certificates not surrendered for exchange will be deemed to represent
a Like Amount of Notes; and




(iii)  provide
such information with respect to the mechanics by which Holders may exchange
Securities Certificates for Notes, or if Section 9.4(d)
applies, receive a Liquidation Distribution, as the Property Trustee shall deem
appropriate.




(b)  Except
where Section
9.2(c) or 9.4(d) applies, in
order to effect the liquidation of the Trust and distribution of the Notes to
Holders, the Property Trustee, either itself acting as exchange agent or through
the appointment of a separate exchange agent, shall establish a record date for
such distribution (which shall not be more than forty-five (45) days prior to
the Liquidation Date nor prior to the date on which notice of such liquidation
is given to the Holders) and establish such procedures as it shall deem
appropriate to effect the distribution of Notes in exchange for the Outstanding
Securities Certificates.




(c)  Except
where Section
9.2(c) or 9.4(d) applies, after
the Liquidation Date, (i) the Trust Securities will no longer be deemed to be
Outstanding, (ii) certificates representing a Like Amount of Notes will be
issued to Holders of Securities Certificates, upon surrender of such
Certificates to the exchange agent for exchange, (iii) the Depositor shall use
its best efforts to have the Notes listed on NASDAQ or on such other exchange,
interdealer quotation system or self-regulatory organization on which the Trust
Preferred Securities are then listed, if any, (iv) Securities Certificates not
so surrendered for exchange will be deemed to represent a Like Amount of Notes
bearing accrued and unpaid interest in an amount equal to the accumulated and
unpaid Distributions on such Securities Certificates until such certificates are
so surrendered (and until such certificates are so surrendered, no payments of
interest or principal will be made to Holders of Securities Certificates with
respect to such Notes) and (v) all rights of Holders holding Trust Securities
will cease, except the right of such Holders to receive Notes upon surrender of
Securities Certificates.




(d)  Notwithstanding
the other provisions of this Section 9.4, if
distribution of the Notes in the manner provided herein is determined by the
Property Trustee not to be permitted or practical, the Trust Property shall be
liquidated, and the Trust shall be wound up by the Property Trustee in such
manner as the Property Trustee determines.  In such event, Holders
will be entitled to receive out of the assets of the Trust available for
distribution to Holders, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, an amount equal to the Liquidation Amount
per Trust Security plus accumulated and unpaid Distributions thereon to the date
of payment (such amount being the “Liquidation Distribution”). If, upon any such
winding up the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then, subject to the next succeeding sentence, the amounts payable
by the Trust on the Trust Securities shall be paid on a pro rata basis (based
upon Liquidation Amounts). The Holder of the Common Securities will be entitled
to receive Liquidation Distributions upon any such winding up pro rata (based
upon Liquidation Amounts) with Holders of all Trust Securities, except that, if
an Event of Default has occurred and is continuing, the Trust Preferred
Securities shall have a priority over the Common Securities as provided in Section
4.3.




SECTION
9.5.  Mergers,
Consolidations, Amalgamations or Replacements of Trust.




The Trust
may not merge with or into, consolidate, amalgamate, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entirety
to, any Person except pursuant to this Article IX. At the
request of the Holders of the Common Securities, without the consent of the
Holders of the Trust Preferred Securities, the Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided, that:




(a)  such
successor entity either (i) expressly assumes all of the obligations of the
Trust under this Trust Agreement with respect to the Trust Preferred Securities
or (ii) substitutes for the Trust Preferred Securities other securities having
substantially the same terms as the Trust Preferred Securities (such other
Securities, the “Successor Securities”) so long as the Successor Securities have
the same priority as the Trust Preferred Securities with respect to
distributions and payments upon liquidation, redemption and
otherwise;




(b)  a trustee
of such successor entity possessing substantially the same powers and duties as
the Property Trustee is appointed to hold the Notes;




(c)  if the
Trust Preferred Securities or the Notes are rated, such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Trust Preferred Securities or the Notes (including any Successor Securities) to
be downgraded by any nationally recognized statistical rating organization that
then assigns a rating to the Trust Preferred Securities or the
Notes;




(d)  the Trust
Preferred Securities are listed, or any Successor Securities will be listed upon
notice of issuance, on any national securities exchange or interdealer quotation
system on which the Trust Preferred Securities are then listed, if
any;




(e)  such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of the Holders
of the Trust Preferred Securities (including any Successor Securities) in any
material respect;




(f)  such
successor entity has a purpose substantially identical to that of the
Trust;




(g)  prior to
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease, the Depositor has received an Opinion of Counsel to the effect that (i)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
Holders of the Trust Preferred Securities (including any Successor Securities)
in any material respect; (ii) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, neither the Trust nor
such successor entity will be required to register as an “investment company”
under the Investment Company Act and (iii) following such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease, the Trust (or the
successor entity) will continue to be classified as a grantor trust for U.S.
federal income tax purposes; and




(h)  the
Depositor or its permitted transferee owns all of the common securities of such
successor entity and guarantees the obligations of such successor entity under
the Successor Securities at least to the extent provided by the Guarantee
Agreement.




Notwithstanding
the foregoing, the Trust shall not, except with the consent of Holders of all of
the Trust Preferred Securities, consolidate, amalgamate, merge with or into, or
be replaced by or convey, transfer or lease its properties and assets
substantially as an entirety to any other Person or permit any other entity to
consolidate, amalgamate, merge with or into, or replace, the Trust if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
would cause the Trust or the successor entity to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes or cause the Notes to be treated as other than indebtedness of the
Depositor for United States federal income tax purposes.




ARTICLE
X.




Information
to Owners




SECTION
10.1.  Depositor
Obligations.




Notwithstanding
any other provision herein, the Depositor shall furnish to any Owner of the
Trust Preferred Securities reasonably identified to the Depositor or the Trust
(which identification may be made by such Owner) and any designee of such Owner,
copies of all correspondence, notices, forms, filings, reports and other
documents required to be provided by the Depositor, whether acting through an
Administrative Trustee or otherwise, to the Property Trustee or Delaware Trustee
under this Trust Agreement.




SECTION
10.2.  Property
Trustee’s Obligations.




Notwithstanding
any other provision herein, the Property Trustee shall furnish to any Owner of
the Trust Preferred Securities reasonably identified to the Depositor or the
Trust (which identification may be made by such Owner) and any designee of such
Owner copies of all (i) correspondence, notices, forms, filings, reports and
other documents received by the Property Trustee or Delaware Trustee from the
Depositor, whether acting through an Administrative Trustee or otherwise, under
this Trust Agreement, and (ii) all correspondence, notices, forms, filings,
reports and other documents required to be provided to the Depositor or a Holder
by the Property Trustee or Delaware Trustee under this Trust
Agreement.




ARTICLE
XI.




Miscellaneous
Provisions




SECTION
11.1.  Limitation
of Rights of Holders.




Except as
set forth in Section
9.2, the death, bankruptcy, termination, dissolution or incapacity of any
Person having an interest, beneficial or otherwise, in Trust Securities shall
not operate to terminate this Trust Agreement, nor annul, dissolve or terminate
the Trust nor entitle the legal representatives or heirs of such Person or any
Holder for such Person, to claim an accounting, take any action or bring any
proceeding in any court for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.




SECTION
11.2.  Agreed
Tax Treatment of Trust and Trust Securities.




The
parties hereto and, by its acceptance or acquisition of a Trust Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Trust Security intend and agree to treat the Trust
as a grantor trust for United States federal, state and local tax purposes, and
to treat the Trust Securities (including all payments and proceeds with respect
to such Trust Securities) as undivided beneficial ownership interests in the
Trust Property (and payments and proceeds therefrom, respectively) for United
States federal, state and local tax purposes and to treat the Notes as
indebtedness of the Depositor for United States federal, state and local tax
purposes. The provisions of this Trust Agreement shall be interpreted to further
this intention and agreement of the parties.




SECTION
11.3.  Amendment.




(a)  This
Trust Agreement may be amended from time to time by the Property Trustee, the
Administrative Trustees and the Holder of all the Common Securities, without the
consent of any Holder of the Trust Preferred Securities, (i) to cure any
ambiguity, correct or supplement any provision herein that may be defective or
inconsistent with any other provision herein, or to make or amend any other
provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will neither be taxable as a corporation nor be classified as other than a
grantor trust for United States federal income tax purposes at all times that
any Trust Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the Trust will not be required to register as an “investment
company” under the Investment Company Act or (iii) to add to the covenants,
restrictions or obligations of the Depositor; provided, that in the case of
clauses (i), (ii) or (iii), such action shall not adversely affect in any
material respect the interests of any Holder.




(b)  Except as
provided in Section
11.3(c), any provision of this Trust Agreement may be amended by the
Property Trustee, the Administrative Trustees and the Holder of all of the
Common Securities and with (i) the consent of Holders of at least a Majority in
Liquidation Amount of the Trust Preferred Securities and (ii) receipt by the
Trustees of an Opinion of Counsel to the effect that such amendment or the
exercise of any power granted to the Trustees in accordance with such amendment
will not cause the Trust to be taxable as a corporation or classified as other
than a grantor trust for United States federal income tax purposes or affect the
treatment of the Notes as indebtedness of the Depositor for United States
federal income tax purposes or affect the Trust’s exemption from status (or from
any requirement to register) as an “investment company” under the Investment
Company Act.




(c)  Notwithstanding
any other provision of this Trust Agreement, without the consent of each Holder,
this Trust Agreement may not be amended to (i) change the accrual rate, amount,
currency or timing of any Distribution on or the redemption price of the Trust
Securities or otherwise adversely affect the amount of any Distribution or other
payment required to be made in respect of the Trust Securities as of a specified
date, (ii) restrict or impair the right of a Holder to institute suit for the
enforcement of any such payment on or after such date, (iii) reduce the
percentage of aggregate Liquidation Amount of Outstanding Trust Preferred
Securities, the consent of whose Holders is required for any such amendment, or
the consent of whose Holders is required for any waiver of compliance with any
provision of this Trust Agreement or of defaults hereunder and their
consequences provided for in this Trust Agreement; (iv) impair or adversely
affect the rights and interests of the Holders in the Trust Property, or permit
the creation of any Lien on any portion of the Trust Property; or (v) modify the
definition of “Outstanding,” this Section 11.3(c),
Sections 4.1,
4.2, 4.3, 6.10(e) or Article
IX.




(d)  Notwithstanding
any other provision of this Trust Agreement, no Trustee shall enter into or
consent to any amendment to this Trust Agreement that would cause the Trust to
be taxable as a corporation or to be classified as other than a grantor trust
for United States federal income tax purposes or that would cause the Notes to
fail or cease to be treated as indebtedness of the Depositor for United States
federal income tax purposes or that would cause the Trust to fail or cease to
qualify for the exemption from status (or from any requirement to register) as
an “investment company” under the Investment Company Act.




(e)  If any
amendment to this Trust Agreement is made, the Administrative Trustees or the
Property Trustee shall promptly provide to the Depositor and the Note Trustee a
copy of such amendment.




(f)  No
Trustee shall be required to enter into any amendment to this Trust Agreement
that affects its own rights, duties or immunities under this Trust Agreement.
The Trustees shall be entitled to receive an Opinion of Counsel and an Officers’
Certificate stating that any amendment to this Trust Agreement is in compliance
with this Trust Agreement and all conditions precedent herein provided for
relating to such action have been met.




(g)  No
amendment or modification to this Trust Agreement that adversely affects in any
material respect the rights, duties, liabilities, indemnities or immunities of
the Delaware Trustee hereunder shall be permitted without the prior written
consent of the Delaware Trustee.




SECTION
11.4.  Separability.




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




SECTION
11.5.  Governing
Law.




THIS
TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND
THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS
OF LAWS PROVISIONS.




SECTION
11.6.  Legal
Action.




Any legal
action or proceeding by or against any party hereto or with respect to or
arising out of this Trust Agreement may be brought in or removed to the courts
of the State of  Delaware or the State of California, in and for the
County of Riverside, or of the United States of America for the southern
district of California. By execution and delivery of this Trust Agreement, each
party accepts, for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts (and courts of appeals
therefrom) for legal proceedings arising out of or in connection with this Trust
Agreement.




SECTION
11.7.  Successors.




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




SECTION
11.8.  Headings.




The
Article and Section headings are for convenience only and shall not affect the
construction of this Trust Agreement.




SECTION
11.9.  Reports,
Notices and Demands.




(a)  Any
report, notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon any
Holder or the Depositor may be given or served in writing delivered in person,
or by reputable, overnight courier, by telecopy or by deposit thereof,
first-class postage prepaid, in the United States mail, addressed, (a) in the
case of a Holder of Trust Preferred Securities, to such Holder as such Holder’s
name and address may appear on the Securities Register; and (b) in the case of
the Holder of all the Common Securities or the Depositor, to Temecula Valley
Bancorp Inc., 27710 Jefferson Avenue, Suite A100, Temecula, CA 92590, Attention:
Chief Financial Officer, or to such other address as may be specified in a
written notice by the Holder of all the Common Securities or the Depositor, as
the case may be, to the Property Trustee. Such report, notice, demand or other
communication to or upon a Holder or the Depositor shall be deemed to have been
given when received in person, within one (1) Business Day following delivery by
overnight courier, when telecopied with receipt confirmed, or within three (3)
Business Days following delivery by mail, except that if a notice or other
document is refused delivery or cannot be delivered because of a changed address
of which no notice was given, such notice or other document shall be deemed to
have been delivered on the date of such refusal or inability to
deliver.




(b)  Any
notice, demand or other communication that by any provision of this Trust
Agreement is required or permitted to be given or served to or upon the Property
Trustee, the Delaware Trustee, the Administrative Trustees or the Trust shall be
given in writing by deposit thereof, first-class postage prepaid, in the U.S.
mail, personal delivery or facsimile transmission, addressed to such Person as
follows: (a) with respect to the Property Trustee and the Delaware Trustee, to
Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890-0001, Attention: Corporate Capital Markets, facsimile
no. (302) 636-4140; (b) with respect to the Administrative Trustees, to them at
the address above for notices to the Depositor, marked “Attention:
Administrative Trustees of Temecula Valley Statutory Trust VI,” and (c) with
respect to the Trust, to its principal executive office specified in Section 2.2, with a
copy to the Property Trustee. Such notice, demand or other communication to or
upon the Trust, the Property Trustee or the Administrative Trustees shall be
deemed to have been sufficiently given or made only upon actual receipt of the
writing by the Trust, the Property Trustee or the Administrative
Trustees.




SECTION
11.10.  Agreement
Not to Petition.




Each of
the Trustees and the Depositor agree for the benefit of the Holders that, until
at least one year and one day after the Trust has been terminated in accordance
with Article
IX, they shall not file, or join in the filing of, a petition against the
Trust under any Bankruptcy Law or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. If the Depositor takes
action in violation of this Section 11.9, the
Property Trustee agrees, for the benefit of Holders, that at the expense of the
Depositor, it shall file an answer with the applicable bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert.




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




SECTION
11.11.  No
Recourse.




Each
Holder by accepting a Trust Security acknowledges that such Holder’s Trust
Securities represent a beneficial interest in the Issuer only and do not
represent interests in or obligations of the Depositor, the Administrative
Trustees, the Property Trustee, the Delaware Trustee or any of their respective
Affiliates  (except the Trust) and no recourse may be had against such
Persons or their assets, except as may be expressly set forth or contemplated in
the Trust Securities or this Agreement.




SECTION
11.12.  Depositor
Payment Obligation.




The
Depositor shall be responsible for payment of the Administrative Trustees’
compensation under this Agreement and shall reimburse the Administrative
Trustees for all expenses and liabilities of each incurred
thereunder.




SECTION
11.13.  Tax
Treatment.




Notwithstanding
the foregoing or anything herein to the contrary, all Persons (and their
respective employees, representatives or other agents) may disclose to any and
all Persons, without limitation of any kind, the tax treatment and tax structure
of the transaction described herein and all materials of any kind (including
opinions or other tax analyses) that are provided to the recipient relating to
such tax treatment and tax structure.




[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]







IN
WITNESS WHEREOF, the parties hereto have executed this Amended and Restated
Trust Agreement as of the day and year first above written.









TEMECULA
      VALLEY BANCORP INC.,
              as
      Depositor
              
              By:           /s/ Stephen H. Wacknitz
              Stephen
      H. Wacknitz
              Chairman,
      Chief Executive Officer and PresidentWILMINGTON
      TRUST COMPANY,
              as
      Delaware Trustee
              
              By:           /s/ Lori L. Donahue
              Name:  Lori
      L. Donahue
              Title:  Assistant
      Vice PresidentWILMINGTON
      TRUST COMPANY,
              as
      Property Trustee
              
              
              By:           /s/ Lori L. Donahue
              Name:  Lori
      L. Donahue
              Title:  Assistant
      Vice President/s/ Stephen H. Wacknitz
              Stephen
      H. Wacknitz
              Administrative
      Trustee
              
              
              /s/ Donald A. Pitcher
              Donald
      A. Pitcher
              Administrative
      Trustee/s/ William H. McGaughey
              William
      H. McGaughey
              Administrative
      Trustee





[SIGNATURE
PAGE OF AMENDED AND RESTATED TRUST AGREEMENT]


Exhibit
A




CERTIFICATE
OF TRUST




OF




TEMECULA
VALLEY STATUTORY TRUST VI




This
Certificate of Trust of Temecula Valley Statutory Trust VI (the “Trust”) is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustees, to form a statutory trust under the Delaware Statutory Trust Act (12
Del. C. §3801
et seq.) (the
“Act”).




1.           Name. The name of the
statutory trust formed by this Certificate of Trust is: Temecula Valley
Statutory Trust VI.




2.           Delaware Trustee. The
name and business address of the trustee of the Trust with its principal place
of business in the State of Delaware are Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
Corporate Capital Markets.




3.           Effective Date. This
Certificate of Trust shall be effective upon its filing with the Secretary of
State of the State of Delaware.




IN
WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in
accordance with Section 3811(a)(1) of the Act.




Wilmington
Trust Company, not in its individual capacity, but solely as Property
Trustee





By:


Name:


Title:





Wilmington
Trust Company, not in its individual capacity, but solely as Delaware
Trustee





By:


Name:


Title:








A-


Exhibit
B




[FORM OF
COMMON SECURITIES CERTIFICATE]




THIS
COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EXEMPTION FROM REGISTRATION. THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT
IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
AGREEMENT.




Certificate
      Number  C-1-2008
            
            66,413
      Common Securities


Certificate
Evidencing Common Securities




of




Temecula
Valley Statutory Trust VI




Fixed
Rate Common Securities




(liquidation
amount $10 per Common Security)




Temecula
Valley Statutory Trust VI, a statutory trust created under the laws of the State
of Delaware (the “Trust”), hereby certifies that Temecula Valley Bancorp Inc.
(the “Holder”) is the registered owner of 66,413common securities of the Trust
representing undivided common beneficial interests in the assets of the Trust
and designated the Temecula Valley Statutory Trust VI Fixed Rate Common
Securities (liquidation amount $10 per Common Security) (the “Common
Securities”). Except in accordance with Section 5.11 of the
Trust Agreement (as defined below), the Common Securities are not transferable
and, to the fullest extent permitted by law, any attempted transfer hereof other
than in accordance therewith shall be void. The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of January 17, 2008, as the same may be amended from time to
time (the “Trust Agreement”), among Temecula Valley Bancorp Inc. as Depositor,
Wilmington Trust Company, as Property Trustee, Wilmington Trust Company, as
Delaware Trustee, the Administrative Trustees named therein and the Holders,
from time to time, of Trust Securities. The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the Trust
at its principal place of business or registered office.




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




This
Common Securities Certificate shall be governed by and construed in accordance
with the laws of the State of Delaware.




Terms
used but not defined herein have the meanings set forth in the Trust
Agreement.




In
Witness Whereof, one of the Administrative Trustees of the Trust has executed on
behalf of the Trust this certificate this ____ day of
________________.




Temecula
Valley Statutory Trust VI





By:


Name:


Administrative Trustee








B-


Exhibit
C




[FORM OF
TRUST PREFERRED SECURITIES CERTIFICATE]




IF THIS SECURITY IS A GLOBAL
SECURITY INSERT: THIS PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE
“DEPOSITARY”), OR A NOMINEE OF THE DEPOSITARY.  THIS PREFERRED SECURITY IS
EXCHANGEABLE FOR PREFERRED SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER
THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE TRUST AGREEMENT AND NO TRANSFER OF THIS PREFERRED SECURITY (OTHER THAN A
TRANSFER OF THIS PREFERRED SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.




UNLESS
THIS PREFERRED SECURITY CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY TO THE TEMECULA VALLEY STATUTORY TRUST VI OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY PREFERRED SECURITY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER
NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”









C-





Certificate
      Number  P-
            
            _________
      Trust Preferred Securities
              ________
      Aggregate Liquidation Amount








CUSIP
NO.




879734 20
0




Certificate
Evidencing Trust Preferred Securities




of




Temecula
Valley Statutory Trust VI




Fixed
Rate Trust Preferred Securities




(liquidation
amount $10 per Preferred Security)




Temecula
Valley Statutory Trust VI, a statutory trust created under the laws of the State
of Delaware (the “Trust”), hereby certifies that ___________________ (the
“Holder”) is the registered owner of ___________ Trust Preferred Securities or
such other number of Trust Preferred Securities represented hereby as may be set
forth in the records of the Securities Registrar hereinafter referred to in
accordance with the Trust Agreement (as defined below), of the Trust
representing an undivided preferred beneficial interest in the assets of the
Trust and designated the Temecula Valley Statutory Trust VI Fixed Rate Trust
Preferred Securities (liquidation amount $10 per Preferred Security) (the “Trust
Preferred Securities”). The Trust Preferred Securities are transferable on the
books and records of the Trust, in person or by a duly authorized attorney, upon
surrender of this certificate duly endorsed and in proper form for transfer as
provided in Section
5.7 of the Trust Agreement (as defined below). The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Trust Preferred Securities are set forth in, and this certificate and the Trust
Preferred Securities represented hereby are issued and shall in all respects be
subject to the terms and provisions of, the Amended and Restated Trust Agreement
of the Trust, dated as of January 17, 2008, as the same may be amended from time
to time (the “Trust Agreement”), among Temecula Valley Bancorp Inc., a
California corporation, as Depositor, Wilmington Trust Company, as Property
Trustee, Wilmington Trust Company, as Delaware Trustee, the Administrative
Trustees named therein and the Holders, from time to time, of Trust Securities.
The Holder is entitled to the benefits of the Guarantee Agreement entered into
by Temecula Valley Bancorp Inc. and Wilmington Trust Company, as Guarantee
Trustee, dated as of January 17, 2008, as the same may be amended from time to
time (the “Guarantee Agreement”), to the extent provided therein. The Trust will
furnish a copy of each of the Trust Agreement and the Guarantee Agreement to the
Holder without charge upon written request to the Property Trustee at its
principal place of business or registered office.




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




This
Trust Preferred Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.




All
capitalized terms used but not defined in this Trust Preferred Securities
Certificate are used with the meanings specified in the Trust Agreement,
including the Schedules and Exhibits thereto.




In
Witness Whereof, one of the Administrative Trustees of the Trust has executed on
behalf of the Trust this certificate this __ day of __________,
____.










Temecula
Valley Statutory Trust VI





By:


Name:


Administrative Trustee




This
represents Trust Preferred Securities referred to in the within-mentioned Trust
Agreement.




Dated:
            Wilmington
      Trust Company, not in its individual capacity, but solely as Property
      Trustee
              
              By:           ____________________________
              Authorized officer





C-


[FORM OF
REVERSE OF SECURITY]




The Trust
promises to pay Distributions from the Closing Date, or from the most recent
Distribution Date to which Distributions have been paid or duly provided for,
quarterly (subject to deferral as set forth herein) in arrears on March 30th, June
30th,
September 30th and
December 30th of each
year, commencing on March 30, 2008, at a fixed rate per annum of 9.45%, together
with any Increased Interest Amounts, in respect to such period.




Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the
payment of such Distributions.




In the
event (and to the extent) that the Depositor exercises its right under the
Indenture to defer the payment of interest on the Notes, Distributions on the
Trust Preferred Securities shall be deferred.




Under the
Indenture, so long as no Note Event of Default pursuant to paragraphs (c), (e), (f), (g) or (h) of Section 5.1 of the
Indenture has occurred and is continuing, the Depositor shall have the right, at
any time and from time to time during the term of the Notes, to defer the
payment of interest on the Notes for a period of up to twenty (20) consecutive
quarterly interest payment periods (each such extended interest payment period,
an “Extension Period”), during which Extension Period no interest shall be due
and payable (except any Additional Tax Sums that may be due and payable). No
interest on the Notes shall be due and payable during an Extension Period,
except at the end thereof, but each installment of interest that would otherwise
have been due and payable during such Extension Period shall bear Increased
Interest (to the extent payment of such interest would be legally enforceable)
from the dates on which amounts would have otherwise been due and payable until
paid or until funds for the payment thereof have been made available for
payment. If Distributions are deferred, the deferred Distributions (including
Increased Interest Amounts) shall be paid on the date that the related Extension
Period terminates to Holders (as defined in the Trust Agreement) of the Trust
Securities as they appear on the books and records of the Trust on the record
date immediately preceding such termination date.




Distributions
on the Securities must be paid on the dates payable (after giving effect to any
Extension Period) to the extent that the Trust has funds available for the
payment of such Distributions in the Payment Account of the Trust. The Trust’s
funds available for Distribution to the Holders of the Trust Preferred
Securities will be limited to payments received from the Depositor. The payment
of Distributions out of moneys held by the Trust is guaranteed by the Depositor
pursuant to the Guarantee Agreement.




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




On each
Note Redemption Date, on the stated maturity (or any date of principal repayment
upon early maturity) of the Notes and on each other date on (or in respect of)
which any principal on the Notes is repaid, the Trust will be required to redeem
a Like Amount of Trust Securities at the Redemption Price. Under the Indenture,
the Notes may be redeemed by the Depositor on any Interest Payment Date, at the
Depositor’s option, on or after March 30, 2013 in whole or in part from time to
time at a redemption price equal to one hundred percent (100%) of the principal
amount thereof or the redeemed portion thereof, as applicable, together, in the
case of any such redemption, with accrued interest, including any Increased
Interest, to but excluding the date fixed for redemption; provided, that the
Depositor shall have received the prior approval of the Federal Reserve if then
required. The Notes may also be redeemed by the Depositor, at its option, at any
time, in whole but not in part, upon the occurrence of a Capital
Disqualification Event, an Investment Company Event or a Tax Event at the
Special Event Redemption Price; provided, that the Depositor shall have received
the prior approval of the Federal Reserve if then required.




The Trust
Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds from the contemporaneous redemption or payment at
maturity of Notes. Redemptions of the Trust Securities (or portion thereof)
shall be made and the Redemption Price shall be payable on each Redemption Date
only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Redemption Price.




Payments
of Distributions (including any Increased Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Trust Preferred
Securities shall be made by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing at
least ten (10) Business Days prior to the date for payment by the Person
entitled thereto unless proper written transfer instructions have not been
received by the relevant record date, in which case such payments shall be made
by check mailed to the address of such Person as such address shall appear in
the Security Register. If any Trust Preferred Securities are held by a
Depositary, such Distributions shall be made to the Depositary in immediately
available funds.




The
indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all
Senior Debt (as defined in the Indenture), and this Security is issued subject
to the provisions of the Indenture with respect thereto.




C-


ASSIGNMENT




For Value
Received, the undersigned assigns and transfers this Trust Preferred Securities
Certificate to:







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














(Insert
address and zip code of assignee)





and
irrevocably appoints














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




Date:




Signature:




(Sign exactly as your name appears on
the other side of this Trust Preferred Securities Certificate)




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







C-


Exhibit
D




Junior
Subordinated Indenture







D-


Exhibit
E




Form of
Officer’s Financial Certificate




The
undersigned, the [Chief Financial Officer] [Treasurer] [Executive Vice
President] hereby certifies, pursuant to Section 8.16(b) of the Amended and
Restated Trust Agreement, dated as of ____________ __, 2008, among Temecula
Valley Bancorp Inc. (the “Company”), Wilmington Trust Company, as property
trustee, Wilmington Trust Company, as Delaware trustee and the administrative
trustees named therein, that, as of _______, 20__, the Company had the following
ratios and balances:







BANK
      HOLDING COMPANY
              As
      of [Quarterly Financial Dates]Tier
      1 Risk Weighted Assets
            _________
      %Ratio
      of Double Leverage
            _________
      %Non-Performing
      Assets to Loans and OREO
            _________
      %Tangible
      Common Equity as a Percentage of Tangible Assets
            _________
      %Ratio
      of Reserves to Non-Performing Loans
            _________
      %Ratio
      of Net Charge-Offs to Loans
            _________
      %Return
      on Average Assets (annualized)
            _________
      %Net
      Interest Margin (annualized)
            _________
      %Efficiency
      Ratio
            _________
      %Ratio
      of Loans to Assets
            _________
      %Ratio
      of Loans to Deposits
            _________
      %Double
      Leverage (exclude trust preferred as equity)
            _________
      %Total
      Assets
            $Year
      to Date Income
            $





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





[FOR FISCAL YEAR END: Attached
hereto are the audited consolidated financial statements (including the balance
sheet, income statement and statement of cash flows, and notes thereto, together
with the report of the independent accountants thereon) of the Company and its
consolidated subsidiaries for the three years ended _______, 20__.]




[FOR FISCAL QUARTER END:
Attached hereto are the unaudited consolidated and consolidating financial
statements (including the balance sheet and income statement) of the Company and
its consolidated subsidiaries for the fiscal quarter and [six/nine] month period
ended _______, 20___].




The
financial statements fairly present in all material respects, in accordance with
U.S. generally accepted accounting principles (“GAAP”), the financial position
of the Company and its consolidated subsidiaries, and the results of operations
and changes in financial condition as of the date, and for the [___ quarter
interim] [annual] period ended _______, 20__, and such financial statements have
been prepared in accordance with GAAP consistently applied throughout the period
involved (expect as otherwise noted therein).







IN
WITNESS WHEREOF, the undersigned has executed this Officer’s Financial
Certificate as of this _____ day of _____________, 20__.










Name:


Title:








Temecula
Valley Bancorp Inc.


27710
Jefferson Avenue, Suite A100


Temecula,
CA 92590


Tel:
(951) 506-1050








Financial Definitions




BANK
HOLDING COMPANY





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













Exhibit
F





FORM
OF


OFFICERS’
CERTIFICATE


UNDER


SECTION
8.16(a)





Pursuant to Section 8.16(a) of the
Amended and Restated Trust Agreement, dated as of ____________ __, 2008 (as
modified, supplemented or amended from time to time, the “Trust Agreement”) of
Temecula Valley Statutory Trust VI, a Delaware statutory trust (the “Trust”),
each of the undersigned hereby certifies that, to the knowledge of the
undersigned, none of the Depositor, the Administrative Trustees and the Trust
are in default in the performance or observance of any of the terms, provisions
and conditions of the Trust Agreement (without regard to any period of grace or
requirement of notice provided under the Trust Agreement) for the fiscal period
ending on _________, 20__ [, except as follows: specify each such default and the
nature and status thereof].


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


[signatures appear on the next
page]





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


___________________________________________


Name:


Title:                      [Must be the Chief Executive Officer,
the


President, or an Executive Vice
President]


of Temecula Valley Bancorp
Inc.








___________________________________________


Name:


Title:                      [Must be the Chief Financial Officer,
the


Treasurer, or an Assistant
Treasurer] of Temecula Valley Bancorp Inc.








___________________________________________


Administrative
Trustee of Temecula Valley Statutory Trust VI


Name:








___________________________________________


Administrative
Trustee of Temecula Valley Statutory Trust VI


Name:








___________________________________________


Administrative
Trustee of Temecula Valley Statutory Trust VI


Name: