PFF Bancorp




  

                                                                                                             
  Exhibit 10.13

  PFF Bancorp, Inc.

  as Issuer

  INDENTURE

  Dated as of September
  30, 2004

  WILMINGTON TRUST
  COMPANY

  as Trustee

  FLOATING RATE JUNIOR
  SUBORDINATED DEBT SECURITIES DUE 2034

   








	
      TABLE OF CONTENTS

	ARTICLE I 	
  DEFINITIONS.........................................................................................	1
	Section
  1.01   
    	Definitions..................................................................................................	1
			
	ARTICLE
  II 
    	 DEBT
      SECURITIES...............................................................................
       	8
	Section
  2.01   
    	
  Authentication and
  Dating...........................................................................	8
	Section
  2.02   	
  Form of Trustee's Certificate of
  Authentication............................................	9
	Section
  2.03

         	
  Form and Denomination of Debt
      Securities.................................................  	9

    
	Section
  2.04   
    	
  Execution of Debt
  Securities.......................................................................	9
	Section
  2.05 
    	
  Exchange and Registration of Transfer of Debt Securities............................	10
	Section 2.06  
    	
  Mutilated, Destroyed, Lost or Stolen Debt Securities..................................	13
	Section
  2.07 
    	 
  Temporary Debt
  Securities.......................................................................	14
	Section
  2.08  
    	
  Payment of
      Interest....................................................................................	14
	Section
  2.09  	
  Cancellation of Debt Securities Paid,
  etc.....................................................	16
	Section
  2.10  
    	
  Computation of
  Interest..............................................................................	16
	Section
  2.11 	
  Extension of Interest Payment
  Period..........................................................	17
	Section
  2.12  
    	
  CUSIP
      Numbers.....................................................................................	18
			
	ARTICLE
  III    	 PARTICULAR COVENANTS OF THE
      COMPANY.............................	18
	Section
  3.01       	 Payment of Principal, Premium and Interest; Agreed 

           Treatment of the Debt
      Securities........................................................	

      18
	Section
  3.02     	
  Offices for Notices and Payments,
      etc........................................................	19
	Section
  3.03 	 Appointments to Fill Vacancies in Trustee's
  Office.....................................	20
	Section
  3.04   	
  Provision as to Paying
      Agent......................................................................	20
	Section
  3.05  
    	
  Certificate to
  Trustee..................................................................................	21
	Section
  3.06
    	
  Additional
  Amounts...................................................................................	21
	Section
  3.07 	
  Compliance with Consolidation
  Provisions..................................................	22
	Section
  3.08  
    	
  Limitation on
  Dividends..............................................................................	22
	Section
  3.09
    	
  Covenants as to the
  Trust...........................................................................	23
			
	ARTICLE
  IV 
    	LISTS.......................................................................................................	23
	Section
      4.01
    	Securityholders'
      Lists.................................................................................
    	23
	Section
  4.02     	
  Preservation and Disclosure of
  Lists...........................................................	23
	Section
  4.03     	
  Financial and Other
  Information..................................................................	24
			
	ARTICLE
  V   	 REMEDIES OF THE TRUSTEE AND
      SECURITYHOLDERS...............	25
	Section
  5.01 
    	
  Events of
  Default.......................................................................................	25
	Section
  5.02
    	
  Payment of Debt Securities on Default; Suit Therefor..................................	27
	Section
  5.03  	
  Application of Moneys Collected by
  Trustee..............................................	29
	Section
  5.04 
    	
  Proceedings by Securityholders..................................................................	29



                 

                  
  

                                                                                 
  i

  

  	Section
  5.05
      	
  Proceedings by
  Trustee..............................................................................	30
	Section
  5.06  	
  Remedies Cumulative and
  Continuing..........................................................	30
	Section
  5.07   
      	
  Direction of Proceedings and Waiver of Defaults by 

                 
  Majority of Securityholders..............................................................	

        30
	Section
  5.08
      	
  Notice of
  Defaults......................................................................................	31
	Section
  5.09 
      	
  Undertaking to Pay
  Costs...........................................................................	31
			
	ARTICLE
  VI   	 CONCERNING THE TRUSTEE.
        ............................................................	32
	Section
  6.01 	
  Duties and Responsibilities of
  Trustee..........................................................	32
	Section
  6.02 	
  Reliance on Documents, Opinions,
  etc........................................................	33
	Section
  6.03  	
  No Responsibility for Recitals,
  etc..............................................................	34
	Section
  6.04   
      	
  Trustee, Authenticating Agent, Paying Agents, 

           
  Transfer Agents or Registrar May Own Debt Securities....................	

        34
	Section
  6.05    	
  Moneys to be Held in
  Trust........................................................................	34
	Section
  6.06 	
  Compensation and Expenses of
  Trustee......................................................	35
	Section
  6.07  	
  Officers' Certificate as
  Evidence.................................................................	35
	Section
  6.08  
      	
  Eligibility of
  Trustee....................................................................................	36
	Section
  6.09 	
  Resignation or Removal of
  Trustee..............................................................	36
	Section
  6.10 	
  Acceptance by Successor
  Trustee..............................................................	37
	Section
  6.11 	
  Succession by Merger,
  etc.........................................................................	38
	Section
  6.12   
      	
  Authenticating
  Agents.................................................................................	39
			
	ARTICLE VII
      	
  CONCERNING THE SECURITYHOLDERS..........................................	40
	Section
  7.01  
      	
  Action by Securityholders...........................................................................	40
	Section
  7.02
      	
  Proof of Execution by Securityholders........................................................	40
	Section
  7.03  
      	
  Who Are Deemed Absolute Owners..........................................................	41
	Section
  7.04 	
  Debt Securities Owned by Company Deemed Not Outstanding..................	41
	Section
  7.05 
      	
  Revocation of Consents; Future Holders Bound..........................................	41
			
	ARTICLE VIII 	SECURITYHOLDERS'
        MEETINGS........................................................	42
	Section
  8.01
      	
  Purposes of
  Meetings.................................................................................	42
	Section
  8.02    	
  Call of Meetings by
  Trustee........................................................................	42
	Section
  8.03 
      	
  Call of Meetings by Company or Securityholders........................................	43
	Section
  8.04
      	
  Qualifications for
  Voting.............................................................................	43
	Section
  8.05 
      	
  Regulations................................................................................................	43
	Section
  8.06  
      	
  Voting........................................................................................................	44
	Section
  8.07
      	
  Quorum;
  Actions........................................................................................	44
			
	ARTICLE
  IX 	 SUPPLEMENTAL
        INDENTURES..........................................................	45
	Section
  9.01 
      	
  Supplemental Indentures without Consent of Securityholders.......................	45
	Section
  9.02  
      	 Supplemental Indentures with Consent of
        Securityholders..........................	46
	Section 9.03 	
  Effect of Supplemental
  Indentures..............................................................	47


   
  

                                                                               
  ii

  

   

  	Section
  9.04 
      	
  Notation on Debt
  Securities......................................................................... 	47
	Section
  9.05  	 Evidence of Compliance of Supplemental Indenture to be 

                 
  Furnished to Trustee.....................................................................	

        48
			
	ARTICLE
  X  	 REDEMPTION OF
        SECURITIES..............................................................	48
	Section
  10.01 
      	
  Optional
  Redemption....................................................................................	48
	Section
  10.02
      	
  Special Event
  Redemption............................................................................	48
	Section
  10.03 
      	Notice of Redemption; Selection of Debt Securities.......................................	48
	Section
        10.04  
      	Payment
        of Debt Securities Called for Redemption........................................	49
			
	ARTICLE XI 	 CONSOLIDATION,
  MERGER, SALE, CONVEYANCE AND LEASE.	50
	Section
  11.01  
      	
  Company May Consolidate, etc., on Certain Terms......................................	50
	Section
  11.02   	
  Successor Entity to be
  Substituted................................................................	51
	Section
  11.03 	
  Opinion of Counsel to be Given to
  Trustee....................................................	51
			
	ARTICLE XII  	
  SATISFACTION AND DISCHARGE OF INDENTURE..........................	51
	Section
  12.01
      	
  Discharge of
        Indenture..................................................................................	51
	Section
  12.02
      	 Deposited Moneys to be Held in Trust by Trustee........................................	52
	Section12.03    	
  Paying Agent to Repay Moneys
  Held............................................................	52
	Section
  12.04 	Return of Unclaimed
        Moneys...................................................................  	52
			
	ARTICLE XIII  	
  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, 

                    
  OFFICERS AND DIRECTORS....................................................	

        53
	Section
  13.01
      	
  Indenture and Debt Securities Solely Corporate Obligations..........................	53
	
      		
	ARTICLE XIV 	 MISCELLANEOUS
        PROVISIONS..........................................................	53
	Section
  14.01  
      	
  Successors...................................................................................................	53
	Section
  14.02  	
  Official Acts by Successor
  Entity..................................................................	53
	Section
  14.03 	 Surrender of Company
        Powers....................................................................	53
	Section
  14.04 	
  Addresses for Notices,
  etc...........................................................................	53
	Section
  14.05
      	
  Governing
  Law.............................................................................................	54
	Section
  14.06
      	
  Evidence of Compliance with Conditions Precedent......................................	54
	Section
  14.07 
      	
  Business Day
  Convention.............................................................................	54
	Section
  14.08 	
  Table of Contents, Headings,
  etc..................................................................	55
	Section
  14.09  
      	
  Execution in
        Counterparts.............................................................................	55
	Section
  14.10 
      	Separability..................................................................................................	55
	Section
  14.11
      	
  Assignment...................................................................................................	55
	Section
  14.12  
      	
  Acknowledgment of
        Rights...........................................................................	55
			
	ARTICLE
  XV 	 SUBORDINATION OF DEBT
        SECURITIES............................................	56
	Section
  15.01 
      	
  Agreement to
        Subordinate..................................................................................................	56


               
  

                                                                                 
  iii

  

  	Section
  15.02   	
  Default on Senior
  Indebtedness..................................................................	56
	Section
  15.03 	
  Liquidation; Dissolution;
  Bankruptcy..........................................................	56
	Section
  15.04   
      	
  Subrogation...............................................................................................	58
	Section
  15.05 	
  Trustee to Effectuate
  Subordination............................................................	59
	Section
  15.06  
      	
  Notice by the
  Company.............................................................................	59
	Section
  15.07
      	
  Rights of the Trustee; Holders of Senior Indebtedness................................	59
	 		
	Section
  15.08     	
  Subordination May Not Be
  Impaired.........................................................	60
			
	EXHIBITS		
			
	EXHIBIT A     	
  Form of Debt Security	


  
  

                                                                                     
  iv

  




             
  THIS INDENTURE, dated as of September 30, 2004, between PFF Bancorp, Inc., a
  savings and loan holding company incorporated in the State of Delaware
  (hereinafter sometimes called the "Company"), and Wilmington Trust
  Company, a Delaware banking corporation, as trustee (hereinafter sometimes
  called the "Trustee").

  W I T N E S S E T H :

             
  WHEREAS, for its lawful corporate purposes, the Company has duly authorized
  the issuance of its Floating Rate Junior Subordinated Debt Securities due 2034
  (the "Debt Securities") under this Indenture and to provide, among
  other things, for the execution and authentication, delivery and
  administration thereof, the Company has duly authorized the execution of this
  Indenture.

             
  NOW, THEREFORE, in consideration of the premises, and the purchase of the Debt
  Securities by the holders thereof, the Company covenants and agrees with the
  Trustee for the equal and proportionate benefit of the respective holders from
  time to time of the Debt Securities as follows:

  ARTICLE I

  DEFINITIONS

              Section
  1.01 Definitions.

             
  The terms defined in this Section 1.01 (except as herein otherwise expressly
  provided or unless the context otherwise requires) for all purposes of this
  Indenture and of any indenture supplemental hereto shall have the respective
  meanings specified in this Section 1.01. All accounting terms used herein and
  not expressly defined shall have the meanings assigned to such terms in
  accordance with generally accepted accounting principles and the term
  "generally accepted accounting principles" means such accounting
  principles as are generally accepted in the United States at the time of any
  computation.  The words "herein," "hereof" and
  "hereunder" and other words of similar import refer to this
  Indenture as a whole and not to any particular Article, Section or other
  subdivision.

             
  "Additional Amounts" has the meaning set forth in Section 3.06.

             
  "Additional Provisions" has the meaning set forth in Section 15.01.

             
  "Administrative Action" has the meaning specified within the
  definition of "Tax Event" in this Section 1.01.

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

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

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

  

                                                                                
  1

  

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

             
  "Business Day" means any day other than a Saturday, Sunday or any
  other day on which banking institutions in Wilmington, Delaware, The City of
  New York or Los Angeles, California are permitted or required by law or
  executive order to close.

             
  "Calculation Agent" means the Person identified as
  "Trustee" in the first paragraph hereof with respect to the Debt
  Securities and the Institutional Trustee with respect to the Trust Securities.

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

             
  "Capital Securities Guarantee" means the guarantee agreement that
  the Company will enter into with Wilmington Trust Company or other Persons
  that operates directly or indirectly for the benefit of holders of Capital
  Securities of the Trust.

             
  "Capital Treatment Event" means, if the Company is organized and
  existing under the laws of the United States or any state thereof or the
  District of Columbia, the receipt by the Company and the Trust of an Opinion
  of Counsel experienced in such matters to the effect that, as a result of (a)
  any amendment to, or change in, the laws, rules or regulations of the United
  States or any political subdivision thereof or therein, or any rules,
  guidelines or policies of an applicable regulatory authority for the Company
  or (b) of any official or administrative pronouncement or action or decision
  interpreting or applying such laws, rules or regulations, which amendment or
  change is effective or which pronouncement, action or decision is announced on
  or after the date of original issuance of the Debt Securities, there is more
  than an insubstantial risk that the Company will not, within 90 days of the
  date of such opinion, be entitled to treat an amount equal to the aggregate
  Liquidation Amount of the Capital Securities as "Tier 1 Capital" (or
  the then equivalent if the Company were subject to such capital requirement)
  applied as if the Company (or its successors) were a bank holding company for
  purposes of the capital adequacy guidelines of the Federal Reserve (or any
  successor regulatory authority with jurisdiction over bank holding companies),
  or any capital adequacy guidelines as then in effect and applicable to the
  Company; provided, however, that the inability of the Company to
  treat all or any portion of the aggregate liquidation amount of the Capital
  Securities as "Tier 1 Capital" shall not constitute the basis for a
  Capital Treatment Event if such inability results from the Company having
  cumulative preferred stock, minority interests in consolidated subsidiaries
  and any other class of security or interest which the Federal Reserve (or any
  successor regulatory authority with jurisdiction over bank holding companies)
  may now or hereafter accord "Tier 1 Capital" treatment that, in the
  aggregate, exceed the amount which may now or hereafter qualify for treatment
  as "Tier 1 Capital" under applicable capital adequacy guidelines the
  Federal Reserve (or any successor regulatory authority with jurisdiction over
  bank holding companies),

  

                                                                                
  2    

  

   applied as if the Company (or
  its successor) were a bank holding company for purposes of the capital
  adequacy guidelines of the Federal Reserve (or any successor regulatory
  authority with jurisdiction over bank holding companies); provided, further,
  that the distribution of the Debt Securities in connection with the
  liquidation of the Trust by the Company shall not in and of itself constitute
  a Capital Treatment Event unless such liquidation shall have occurred in
  connection with a Tax Event or an Investment Company Event.  For the
  avoidance of doubt, the adoption by the Board of Governors of the Federal
  Reserve System as a final rule of any of the proposals set forth in its notice
  of proposed rulemaking dated May 6, 2004, shall not constitute a Capital
  Treatment Event.

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

             
  "Code" means the Internal Revenue Code of 1986, as amended.

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

             
  "Company" means PFF Bancorp, Inc., a savings and loan holding
  company incorporated in the State of Delaware, and, subject to the provisions
  of Article XI, shall include its successors and assigns.

             
  "Debt Security" or "Debt Securities" has the meaning
  stated in the first recital of this Indenture.

             
  "Debt Security Register" has the meaning specified in Section 2.05.

             
  "Declaration" means the Amended and Restated Declaration of Trust of
  the Trust, dated as of September 30, 2004, as amended or supplemented from
  time to time.

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

             
  "Defaulted Interest" has the meaning set forth in Section 2.08.

             
  "Deferred Interest" has the meaning set forth in Section 2.11.

             
  "Event of Default" means any event specified in Section 5.01, which
  has continued for the period of time, if any, and after the giving of the
  notice, if any, therein designated.

             
  "Exchange Act" means the Securities Exchange Act of 1934, as
  amended.

             
  "Extension Period" has the meaning set forth in Section 2.11.

  

                                                                             
  3

  

             
  "Federal Reserve" means the Board of Governors of the Federal
  Reserve System.

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

             
  "Institutional Trustee" has the meaning set forth in the
  Declaration.

             
  "Interest Payment Date" means February 23, May 23, August 23 and
  November 23 of each year, commencing on November 23, 2004, subject to Section
  14.07.

             
  "Interest Period" has the meaning set forth in Section 2.08.

             
  "Interest Rate" means, with respect to any Interest Period, a per
  annum rate of interest equal to LIBOR, as determined on the LIBOR
  Determination Date for such Interest Period (or, in the case of the first
  Interest Period, 2.01%) plus 2.20%; provided, however, that the
  Interest Rate for any Interest Period may not exceed the highest rate
  permitted by New York law, as the same may be modified by United States law of
  general application.

             
  "Investment Company Event" means the receipt by the Company and the
  Trust of an Opinion of Counsel experienced in such matters to the effect that,
  as a result of a change in law or regulation or written change in
  interpretation or application of law or regulation by any legislative body,
  court, governmental agency or regulatory authority, there is more than an
  insubstantial risk that the Trust is or, within 90 days of the date of such
  opinion will be, considered an "investment company" that is required
  to be registered under the Investment Company Act of 1940, as amended, which
  change becomes effective on or after the date of the original issuance of the
  Debt Securities.

             
  "LIBOR" means the London Interbank Offered Rate for three-month U.S.
  Dollar deposits in Europe as determined by the Calculation Agent according to
  Section 2.10(b).

             
  "LIBOR Banking Day" has the meaning set forth in Section 2.10(b)(i).

             
  "LIBOR Business Day" has the meaning set forth in Section 2.10(b)(i).

             
  "LIBOR Determination Date" has the meaning set forth in Section
  2.10(b)(i).

             
  "Liquidation Amount" means the liquidation amount of $1,000 per
  Trust Security.

             
  "Maturity Date" means November 23, 2034, subject to Section 14.07.

             
  "Officers' Certificate" means a certificate signed by the Chairman
  of the Board, the Vice Chairman, the President or any Vice President, and by
  the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the
  Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary
  of the Company, and delivered to the Trustee.  Each such certificate
  shall include the statements provided for in Section 14.06 if and to the
  extent required by the provisions of such Section.

  

  

                                                                         
  4

  

             
  "Opinion of Counsel" means an opinion in writing signed by legal
  counsel, who may be an employee of or counsel to the Company or may be other
  counsel reasonably satisfactory to the Trustee.  Each such opinion shall
  include the statements provided for in Section 14.06 if and to the extent
  required by the provisions of such Section.

             
  "OTS" means the Office of Thrift Supervision.

             
  The term "outstanding," when used with reference to Debt Securities,
  subject to the provisions of Section 7.04, means, as of any particular time,
  all Debt Securities authenticated and delivered by the Trustee or the
  Authenticating Agent under this Indenture, except

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

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

             
  (c)        Debt Securities paid pursuant to
  Section 2.06 or in lieu of or in substitution for which other Debt Securities
  shall have been authenticated and delivered pursuant to the terms of Section
  2.06 unless proof satisfactory to the Company and the Trustee is presented
  that any such Debt Securities are held by bona fide holders in due course.

             
  "Optional Redemption Date" has the meaning set forth in Section
  10.01.

             
  "Optional Redemption Price" means an amount in cash equal to 100% of
  the principal amount of the Debt Securities being redeemed plus unpaid
  interest accrued on such Debt Securities to the related Optional Redemption
  Date.

             
  "Paying Agent" has the meaning set forth in Section 3.04(e).

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

             
  "Predecessor Security" of any particular Debt Security means every
  previous Debt Security evidencing all or a portion of the same debt as that
  evidenced by such particular Debt Security; and, for the purposes of this
  definition, any Debt Security authenticated and delivered under Section 2.06
  in lieu of a lost, destroyed or stolen Debt Security shall be deemed to
  evidence the same debt as the lost, destroyed or stolen Debt Security.

             
  "Principal Office of the Trustee" means the office of the Trustee at
  which at any particular time its corporate trust business shall be principally
  administered, which at all times

  

                                                                             
  5

  

  shall be located within the United
  States and at the time of the execution of this Indenture shall be Rodney
  Square North, 1100 North Market Street, Wilmington, DE 19890-0001.

             
  "Reference Banks" has the meaning set forth in Section 2.10(b)(ii).

             
  "Resale Restriction Termination Date" means, with respect to any
  Debt Security, the date which is the later of (i) two years (or such shorter
  period of time as permitted by Rule 144(k) under the Securities Act) after the
  later of (y) the date of original issuance of such Debt Security and (z) the
  last date on which the Company or any Affiliate (as defined in Rule 405 under
  the Securities Act) of the Company was the holder of such Debt Security (or
  any predecessor thereto) and (ii) such later date, if any, as may be required
  by any subsequent change in applicable law.

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

             
  "Securities Act" means the Securities Act of 1933, as amended.

             
  "Securityholder," "holder of Debt Securities" or other
  similar terms, means any Person in whose name at the time a particular Debt
  Security is registered on the Debt Security Register.

             
  "Senior Indebtedness" means, with respect to the Company, (i) the
  principal, premium, if any, and interest in respect of (A) indebtedness of the
  Company for money borrowed, similar obligations arising from off-balance sheet
  guarantees and direct credit substitutes and (B) indebtedness evidenced by
  securities, debentures, notes, bonds or other similar instruments issued by
  the Company, (ii) all capital lease obligations of the Company, (iii) all
  obligations of the Company issued or assumed as the deferred purchase price of
  property, all conditional sale obligations of the Company and all obligations
  of the Company under any title retention agreement (but excluding trade
  accounts payable arising in the ordinary course of business), (iv) all
  obligations of the Company for the reimbursement of any letter of credit, any
  banker's acceptance, any security purchase facility, any repurchase agreement
  or similar arrangement, all obligations associated with derivative products
  such as interest rate and foreign exchange contracts and commodity contracts,
  any interest rate swap, any other hedging arrangement, any obligation under
  options or any similar credit or other transaction, (v) all obligations of the
  type referred to in clauses (i) through (iv) above of other Persons for the
  payment of which the Company is responsible or liable as obligor, guarantor or
  otherwise and (vi) all obligations of the type referred to in clauses (i)
  through (v) above of other Persons secured by any lien on any property or
  asset of the Company (whether or not such obligation is assumed by the
  Company), whether incurred on or prior to the date of this Indenture or
  thereafter incurred, unless, with the prior approval of the OTS if not
  otherwise generally approved, it is 

  

                                                                             
  6

  

  provided in the instrument creating
  or evidencing the same or pursuant to which the same is outstanding that such
  obligations are not superior or are pari passu in right of payment to
  the Debt Securities; provided, however, that Senior Indebtedness
  shall not include (A) any debt securities issued to any trust other than the
  Trust (or a trustee of such trust) that is a financing vehicle of the Company
  (a "financing entity"), in connection with the issuance by such
  financing entity of equity or other securities in transactions substantially
  similar in structure to the transactions contemplated hereunder and in the
  Declaration or (B) any guarantees of the Company in respect of the equity or
  other securities of any financing entity referred to in clause (A) above.

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

             
  "Special Redemption Date" has the meaning set forth in Section
  10.02.

             
  "Special Redemption Price" means, with respect to the redemption of
  any Debt Security following a Special Event, an amount in cash equal to
  104.00% of the principal amount of Debt Securities to be redeemed prior to
  November 23, 2005 and thereafter equal to the percentage of the principal
  amount of the Debt Securities that is specified below for the Special
  Redemption Date plus, in each case, unpaid interest accrued thereon to the
  Special Redemption Date:

  	
        Special
        Redemption During the 12-Month

        Period
        Beginning November 23, 2005,

      	
        

        Percentage of Principal Amount

      
	
        2005

      	
        103.20%

      
	
        2006

      	
        102.40%

      
	
        2007

      	
        101.60%

      
	
        2008

      	
        100.80%

      
	
        2009 and thereafter

      	
        100.00%

      


   

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

  

                                                                             
  7

  

             
  "Tax Event" means the receipt by the Company and the Trust of an
  Opinion of Counsel experienced in such matters to the effect that, as a result
  of any amendment to or change (including any announced prospective change) in
  the laws or any regulations thereunder of the United States or any political
  subdivision or taxing authority thereof or therein, or as a result of any
  official administrative pronouncement (including any private letter ruling,
  technical advice memorandum, regulatory procedure, notice or announcement (an
  "Administrative Action")) or judicial decision interpreting or
  applying such laws or regulations, regardless of whether such Administrative
  Action or judicial decision is issued to or in connection with a proceeding
  involving the Company or the Trust and whether or not subject to review or
  appeal, which amendment, clarification, change, Administrative Action or
  decision is enacted, promulgated or announced, in each case on or after the
  date of original issuance of the Debt Securities, there is more than an
  insubstantial risk that: (i) the Trust is, or will be within 90 days of the
  date of such opinion, subject to United States federal income tax with respect
  to income received or accrued on the Debt Securities; (ii) if the Company is
  organized and existing under the laws of the United States or any state
  thereof or the District of Columbia, interest payable by the Company on the
  Debt Securities is not, or within 90 days of the date of such opinion, will
  not be, deductible by the Company, in whole or in part, for United States
  federal income tax purposes; or (iii) the Trust is, or will be within 90 days
  of the date of such opinion, subject to or otherwise required to pay, or
  required to withhold from distributions to holders of Trust Securities, more
  than a de minimis amount of other taxes (including withholding taxes), duties,
  assessments or other governmental charges.

             
  "Trust" means PFF Bancorp Capital Trust I, the Delaware statutory
  trust, or any other similar trust created for the purpose of issuing Capital
  Securities in connection with the issuance of Debt Securities under this
  Indenture, of which the Company is the sponsor.

             
  "Trust Indenture Act" means the Trust Indenture Act of 1939, as
  amended from time to time, or any successor legislation.

             
  "Trust Securities" means Common Securities and Capital Securities of
  the Trust.

             
  "Trustee" means the Person identified as "Trustee" in the
  first paragraph hereof, and, subject to the provisions of Article VI hereof,
  shall also include its successors and assigns as Trustee hereunder.

             
  "United States" means the United States of America and the District
  of Columbia.

             
  "U.S. Person" has the meaning given to United States Person as set
  forth in Section 7701(a)(30) of the Code.

  ARTICLE II

  DEBT SECURITIES

              Section
  2.01  Authentication and Dating.

             
  Upon the execution and delivery of this Indenture, or from time to time
  thereafter, Debt Securities in an aggregate principal amount not in excess of
  $30,928,000 may be executed and delivered by the Company to the Trustee for
  authentication, and the Trustee shall thereupon 

  

                                                                             
  8

  

  authenticate and make available for
  delivery said Debt Securities to or upon the written order of the Company,
  signed by its Chairman of the Board of Directors, Vice Chairman, President or
  Chief Financial Officer or one of its Vice Presidents, without any further
  action by the Company hereunder.  In authenticating such Debt Securities,
  and accepting the additional responsibilities under this Indenture in relation
  to such Debt Securities, the Trustee shall be entitled to receive, and
  (subject to Section 6.01) shall be fully protected in relying upon a copy of
  any Board Resolution or Board Resolutions relating thereto and, if applicable,
  an appropriate record of any action taken pursuant to such resolution, in each
  case certified by the Secretary or an Assistant Secretary or other officers
  with appropriate delegated authority of the Company as the case may be.

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

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

              Section
  2.02    Form of Trustee's Certificate of Authentication.

             
  The Trustee's certificate of authentication on all Debt Securities shall be in
  substantially the following form:

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

                                                                                 
  Wilmington Trust Company,

                                                                                 
  not in its individual capacity

                                                                                 
  but solely as trustee

                                                                                 
  By:                             
         

                                                                                    
  Authorized Officer

              Section
  2.03    Form and Denomination of Debt Securities.

             
  The Debt Securities shall be substantially in the form of Exhibit A
  hereto.  The Debt Securities shall be in registered, certificated form
  without coupons and in minimum denominations of $100,000 and any multiple of
  $1,000 in excess thereof.  The Debt Securities shall be numbered,
  lettered, or otherwise distinguished in such manner or in accordance with such
  plans as the officers executing the same may determine with the approval of
  the Trustee as evidenced by the execution and authentication thereof.

              Section
  2.04    Execution of Debt Securities.

  The Debt Securities shall be signed
  in the name and on behalf of the Company by the manual or facsimile signature
  of its Chairman of the Board of Directors, Vice Chairman, 

  

  

                                                                                 
  9    

  

  President or Chief Financial Officer
  or one of its Executive Vice Presidents, Senior Vice Presidents or Vice
  Presidents, under its corporate seal (if legally required) which may be
  affixed thereto or printed, engraved or otherwise reproduced thereon, by
  facsimile or otherwise, and which need not be attested.  Only such Debt
  Securities as shall bear thereon a certificate of authentication substantially
  in the form herein before recited, executed by the Trustee or the
  Authenticating Agent by the manual signature of an authorized officer, shall
  be entitled to the benefits of this Indenture or be valid or obligatory for
  any purpose.  Such certificate by the Trustee or the Authenticating Agent
  upon any Debt Security executed by the Company shall be conclusive evidence
  that the Debt Security so authenticated has been duly authenticated and
  delivered hereunder and that the holder is entitled to the benefits of this
  Indenture.

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

             
  Every Debt Security shall be dated the date of its authentication.

              Section
  2.05    Exchange and Registration of Transfer of Debt
  Securities.

             
  The Company shall cause to be kept, at the office or agency maintained for the
  purpose of registration of transfer and for exchange as provided in Section
  3.02, a register (the "Debt Security Register") for the Debt
  Securities issued hereunder in which, subject to such reasonable regulations
  as it may prescribe, the Company shall provide for the registration and
  transfer of all Debt Securities as provided in this Article II.  Such
  register shall be in written form or in any other form capable of being
  converted into written form within a reasonable time.

             
  Debt Securities to be exchanged may be surrendered at the Principal Office of
  the Trustee or at any office or agency to be maintained by the Company for
  such purpose as provided in Section 3.02, and the Company shall execute, the
  Company or the Trustee shall register and the Trustee or the Authenticating
  Agent shall authenticate and make available for delivery in exchange therefor,
  the Debt Security or Debt Securities which the Securityholder making the
  exchange shall be entitled to receive.  Upon due presentment for
  registration of transfer of any Debt Security at the Principal Office of the
  Trustee or at any office or agency of the Company maintained for such purpose
  as provided in Section 3.02, the Company shall execute, the Company or the
  Trustee shall register and the Trustee or the Authenticating Agent shall
  authenticate and make available for delivery in the name of the transferee or
  transferees, a new Debt Security for a like aggregate principal amount.
  Registration or registration of transfer of any Debt Security by the Trustee
  or by any agent of the Company appointed pursuant to Section 3.02, and
  delivery of such Debt Security, shall be deemed to complete the registration
  or registration of transfer of such Debt Security.

  

                                                                             
  10

  

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

             
  No service charge shall be made for any exchange or registration of transfer
  of Debt Securities, but the Company or the Trustee may require payment of a
  sum sufficient to cover any tax, fee or other governmental charge that may be
  imposed in connection therewith other than exchanges pursuant to Section 2.07,
  Section 9.04 or Section 10.04 not involving any transfer.

             
  The Company or the Trustee shall not be required to exchange or register a
  transfer of any Debt Security for a period of 15 days immediately preceding
  the date of selection of Debt Securities for redemption.

             
  Notwithstanding the foregoing, Debt Securities may not be transferred prior to
  the Resale Restriction Termination Date except in compliance with the legend
  set forth below, unless otherwise determined by the Company in accordance with
  applicable law, which legend shall be placed on each Debt Security:

  THIS SECURITY HAS NOT BEEN
  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
  ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES
  LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
  BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
  SECURITIES ACT.  THE HOLDER OF THIS SECURITY OR ANY INTEREST OR
  PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE,
  AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
  PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
  SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES
  ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
  LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER
  THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH
  INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER
  DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW,
  ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
  ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
  "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT
  PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
  BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
  RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE 

  

  

                                                                             
  11

  

  REGISTRATION REQUIREMENTS OF THE
  SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
  SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES
  ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS
  OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT
  PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND
  SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO
  REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER
  AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
  SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
  PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF
  COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
  ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
  COMPANY.  THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION
  HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT
  IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

  

  

                                                                             
  12

  

  TRANSACTION UNDER SECTION 406 OF
  ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY
  OR ADMINISTRATIVE EXEMPTION.

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

             
  THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
  DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF.  ANY
  ATTEMPTED TRANSFER OF THIS SECURITY IN DENOMINATIONS OF LESS THAN $100,000
  SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH
  PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS SECURITY OR
  ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE, INCLUDING, BUT NOT
  LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR SUCH INTEREST OR
  PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO
  INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN.

             
  THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR
  ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
  INSURANCE CORPORATION (THE "FDIC").  THIS OBLIGATION IS
  SUBORDINATED TO THE CLAIMS OF THE DEPOSITORS AND THE CLAIMS OF GENERAL AND
  SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY
  THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS NOT SECURED.

              Section
  2.06    Mutilated, Destroyed, Lost or Stolen Debt
  Securities.

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

             
  The Trustee may authenticate any such substituted Debt Security and deliver
  the same upon the written request or authorization of any officer of the
  Company.  Upon the issuance of any substituted Debt Security, the Company
  may require the payment of a sum sufficient to cover any tax or other
  governmental charge that may be imposed in relation thereto and any other
  expenses connected therewith.  In case any Debt Security which has
  matured or is 

  

                                                                                 
  13

  

  about to mature or has been called
  for redemption in full shall become mutilated or be destroyed, lost or stolen,
  the Company may, instead of issuing a substitute Debt Security, pay or
  authorize the payment of the same (without surrender thereof except in the
  case of a mutilated Debt Security) if the applicant for such payment shall
  furnish to the Company and the Trustee such security or indemnity as may be
  required by them to save each of them harmless and, in case of destruction,
  loss or theft, evidence satisfactory to the Company and to the Trustee of the
  destruction, loss or theft of such Security and of the ownership thereof.

             
  Every substituted Debt Security issued pursuant to the provisions of this
  Section 2.06 by virtue of the fact that any such Debt Security is destroyed,
  lost or stolen shall constitute an additional contractual obligation of the
  Company, whether or not the destroyed, lost or stolen Debt Security shall be
  found at any time, and shall be entitled to all the benefits of this Indenture
  equally and proportionately with any and all other Debt Securities duly issued
  hereunder.  All Debt Securities shall be held and owned upon the express
  condition that, to the extent permitted by applicable law, the foregoing
  provisions are exclusive with respect to the replacement or payment of
  mutilated, destroyed, lost or stolen Debt Securities and shall preclude any
  and all other rights or remedies notwithstanding any law or statute existing
  or hereafter enacted to the contrary with respect to the replacement or
  payment of negotiable instruments or other securities without their surrender.

              Section
  2.07    Temporary Debt Securities.

             
  Pending the preparation of definitive Debt Securities, the Company may execute
  and the Trustee shall authenticate and make available for delivery temporary
  Debt Securities that are typed, printed or lithographed. Temporary Debt
  Securities shall be issuable in any authorized denomination, and substantially
  in the form of the definitive Debt Securities but with such omissions,
  insertions and variations as may be appropriate for temporary Debt Securities,
  all as may be determined by the Company.  Every such temporary Debt
  Security shall be executed by the Company and be authenticated by the Trustee
  upon the same conditions and in substantially the same manner, and with the
  same effect, as the definitive Debt Securities.  Without unreasonable
  delay, the Company will execute and deliver to the Trustee or the
  Authenticating Agent definitive Debt Securities and thereupon any or all
  temporary Debt Securities may be surrendered in exchange therefor, at the
  Principal Office of the Trustee or at any office or agency maintained by the
  Company for such purpose as provided in Section 3.02, and the Trustee or the
  Authenticating Agent shall authenticate and make available for delivery in
  exchange for such temporary Debt Securities a like aggregate principal amount
  of such definitive Debt Securities.  Such exchange shall be made by the
  Company at its own expense and without any charge therefor except that in case
  of any such exchange involving a registration of transfer the Company may
  require payment of a sum sufficient to cover any tax, fee or other
  governmental charge that may be imposed in relation thereto.  Until so
  exchanged, the temporary Debt Securities shall in all respects be entitled to
  the same benefits under this Indenture as definitive Debt Securities
  authenticated and delivered hereunder.

  

              Section
  2.08    Payment of Interest.

             
  Each Debt Security will bear interest at the then applicable Interest Rate (i)
  in the case of the initial Interest Period, for the period from, and
  including, the date of original issuance 

  

                                                                             
  14

  

  of such Debt Security to, but
  excluding, the initial Interest Payment Date and (ii) thereafter, for the
  period from, and including, the first day following the end of the preceding
  Interest Period to, but excluding, the applicable Interest Payment Date or, in
  the case of the last Interest Period, the related Optional Redemption Date,
  Special Redemption Date or Maturity Date, as applicable (each such period, an
  "Interest Period"), on the principal thereof, on any overdue
  principal and (to the extent that payment of such interest is enforceable
  under applicable law) on Deferred Interest and on any overdue installment of
  interest (including Defaulted Interest), payable (subject to the provisions of
  Article XII) on each Interest Payment Date and on the Maturity Date, any
  Optional Redemption Date or the Special Redemption Date, as the case may
  be.  Interest and any Deferred Interest on any Debt Security that is
  payable, and is punctually paid or duly provided for by the Company, on any
  Interest Payment Date shall be paid to the Person in whose name such Debt
  Security (or one or more Predecessor Securities) is registered at the close of
  business on the regular record date for such interest installment, except that
  interest and any Deferred Interest payable on the Maturity Date, any Optional
  Redemption Date or the Special Redemption Date, as the case may be, shall be
  paid to the Person to whom principal is paid.  In case (i) the
  Maturity Date of any Debt Security or (ii) any Debt Security or portion
  thereof is called for redemption and the related Optional Redemption Date or
  the Special Redemption Date, as the case may be, is subsequent to the regular
  record date with respect to any Interest Payment Date and prior to such
  Interest Payment Date, interest on such Debt Security will be paid upon
  presentation and surrender of such Debt Security.

             
  Any interest on any Debt Security, other than Deferred Interest, that is
  payable, but is not punctually paid or duly provided for by the Company, on
  any Interest Payment Date (herein called "Defaulted Interest") shall
  forthwith cease to be payable to the holder on the relevant regular record
  date by virtue of having been such holder, and such Defaulted Interest shall
  be paid by the Company to the Persons in whose names such Debt Securities (or
  their respective Predecessor Securities) are registered at the close of
  business on a special record date for the payment of such Defaulted Interest,
  which shall be fixed in the following manner:  the Company shall notify
  the Trustee in writing of the amount of Defaulted Interest proposed to be paid
  on each such Debt Security and the date of the proposed payment, and at the
  same time the Company shall deposit with the Trustee an amount of money equal
  to the aggregate amount proposed to be paid in respect of such Defaulted
  Interest or shall make arrangements reasonably satisfactory to the Trustee for
  such deposit prior to the date of the proposed payment, such money when
  deposited to be held in trust for the benefit of the Persons entitled to such
  Defaulted Interest as provided in this paragraph.  Thereupon the Trustee
  shall fix a special record date for the payment of such Defaulted Interest,
  which shall not be more than fifteen nor less than ten days prior to the date
  of the proposed payment and not less than ten days after the receipt by the
  Trustee of the notice of the proposed payment.  The Trustee shall
  promptly notify the Company of such special record date and, in the name and
  at the expense of the Company, shall cause notice of the proposed payment of
  such Defaulted Interest and the special record date therefor to be mailed,
  first class postage prepaid, to each Securityholder at his or her address as
  it appears in the Debt Security Register, not less than ten days prior to such
  special record date.  Notice of the proposed payment of such Defaulted
  Interest and the special record date therefor having been mailed as aforesaid,
  such Defaulted Interest shall be paid to the Persons in whose names such Debt
  Securities (or their respective Predecessor Securities) are registered
  on  such special record date and thereafter the Company shall have no
  further payment obligation in respect of the Defaulted Interest.

  

                                                                                 
  15

  

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

             
  The term "regular record date", as used in this Section, shall mean
  the fifteenth day prior to the applicable Interest Payment Date, whether or
  not such day is a Business Day.

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

              Section
  2.09    Cancellation of Debt Securities Paid, etc.

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

              Section
  2.10    Computation of Interest.

              (a) The
  amount of interest payable for any Interest Period will be computed on the
  basis of a 360-day year and the actual number of days elapsed in such Interest
  Period.

              (b)
  LIBOR shall be determined by the Calculation Agent for each Interest Period
  (other than the first Interest Period, in which case LIBOR will be 2.01% per
  annum) in accordance with the following provisions:

                  
  (i) On the second LIBOR Business Day (provided, that on such day commercial
  banks are open for business (including dealings in foreign currency deposits)
  in London (a "LIBOR Banking Day"), and otherwise the next preceding
  LIBOR Business Day that is also a LIBOR Banking Day) prior to the Interest
  Payment Date that commences such Interest Period (each such day, a "LIBOR
  Determination Date"), LIBOR shall equal the rate, as obtained by the
  Calculation Agent, for three-month U.S. Dollar deposits in Europe, which
  appears on Telerate (as defined in the International Swaps and Derivatives
  Association, Inc. 2000 Interest Rate and Currency Exchange Definitions) page
  3750 or such other page as may replace such page 3750, as of 11:00 a.m.
  (London time) on such LIBOR Determination Date, as reported by Bloomberg
  Financial Markets Commodities News or any successor service ("Telerate
  Page 3750").  "LIBOR Business Day" means any day that is
  not a Saturday, Sunday or other day on which commercial banking institutions
  in The City of New York or Wilmington, 

  

                                                                                 
  16

  

  Delaware are authorized or obligated by law or executive order to be
  closed.  If such rate is superseded on Telerate Page 3750 by a corrected
  rate before 12:00 noon (London time) on such LIBOR Determination Date, the
  corrected rate as so substituted will be LIBOR for such LIBOR Determination
  Date.

                 
  (ii)  If, on such LIBOR Determination Date, such rate does not appear on
  Telerate Page 3750, the Calculation Agent shall determine the arithmetic mean
  of the offered quotations of the Reference Banks to leading banks in the
  London interbank market for three-month U.S. Dollar deposits in Europe (in an
  amount determined by the Calculation Agent) by reference to requests for
  quotations as of approximately 11:00 a.m. (London time) on such LIBOR
  Determination Date made by the Calculation Agent to the Reference Banks. 
  If, on such LIBOR Determination Date, at least two of the Reference Banks
  provide such quotations, LIBOR shall equal the arithmetic mean of such
  quotations.  If, on such LIBOR Determination Date, only one or none of
  the Reference Banks provide such a quotation, LIBOR shall be deemed to be the
  arithmetic mean of the offered quotations that at least two leading banks in
  The City of New York (as selected by the Calculation Agent) are quoting on
  such LIBOR Determination Date for three-month U.S. Dollar deposits in Europe
  at approximately 11:00 a.m. (London time) (in an amount determined by the
  Calculation Agent). As used herein, "Reference Banks" means four
  major banks in the London interbank market selected by the Calculation Agent.

                 
  (iii) If the Calculation Agent is required but is unable to determine a rate
  in accordance with at least one of the procedures provided above, LIBOR for
  such Interest Period shall be LIBOR in effect for the immediately preceding
  Interest Period.

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

             
  (d)  On each LIBOR Determination Date, the Calculation Agent shall
  notify, in writing, the Company and the Paying Agent of the applicable
  Interest Rate that applies to the related Interest Period.  The
  Calculation Agent shall, upon the request of a holder of any Debt Securities,
  inform such holder of the Interest Rate that applies to the related Interest
  Period.  All calculations made by the Calculation Agent in the absence of
  manifest error shall be conclusive for all purposes and binding on the Company
  and the holders of the Debt Securities.  The Paying Agent shall be
  entitled to rely on information received from the Calculation Agent or the
  Company as to the applicable Interest Rate.  The Company shall, from time
  to time, provide any necessary information to the Paying Agent relating to any
  original issue discount and interest on the Debt Securities that is included
  in any payment and reportable for taxable income calculation purposes.

              Section
  2.11  Extension of Interest Payment Period.

  So long as no Event of Default
  pursuant to Sections 5.01(b), (e) or (f) of this Indenture has occurred and is
  continuing, the Company shall have the right, from time to time and without 

  

  

                                                                                  
  17

  

  causing an Event of Default, to defer
  payments of interest on the Debt Securities by extending the interest payment
  period on the Debt Securities at any time and from time to time during the
  term of the Debt Securities, for up to 20 consecutive quarterly periods (each
  such extended interest payment period, together with all previous and further
  consecutive extensions thereof, is referred to herein as an "Extension
  Period").  No Extension Period may end on a date other than an
  Interest Payment Date or extend beyond the Maturity Date, any Optional
  Redemption Date or the Special Redemption Date, as the case may be. 
  During any Extension Period, interest will continue to accrue on the Debt
  Securities, and interest on such accrued interest (such accrued interest and
  interest thereon referred to herein as "Deferred Interest") will
  accrue at an annual rate equal to the Interest Rate applicable during such
  Extension Period, compounded quarterly from the date such Deferred Interest
  would have been payable were it not for the Extension Period, to the extent
  permitted by applicable law.  No interest or Deferred Interest (except
  any Additional Amounts that may be due and payable) shall be due and payable
  during an Extension Period, except at the end thereof.  At the end of any
  Extension Period, the Company shall pay all Deferred Interest then accrued and
  unpaid on the Debt Securities; provided, however, that during
  any Extension Period, the Company shall be subject to the restrictions set
  forth in Section 3.08.  Prior to the termination of any Extension Period,
  the Company may further extend such Extension Period, provided, that no
  Extension Period (including all previous and further consecutive extensions
  that are part of such Extension Period) shall exceed 20 consecutive quarterly
  periods.  Upon the termination of any Extension Period and upon the
  payment of all Deferred Interest, the Company may commence a new Extension
  Period, subject to the foregoing requirements.  The Company must give the
  Trustee notice of its election to begin or extend an Extension Period at least
  one Business Day prior to the regular record date applicable to the next
  succeeding Interest Payment Date.  The Trustee shall give notice of the
  Company's election to begin or extend an Extension Period to the
  Securityholders, promptly after receipt of notice from the Company of its
  election to begin or extend an Extension Period.

              Section
  2.12 CUSIP Numbers.

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

  

  ARTICLE III

  PARTICULAR COVENANTS OF THE COMPANY

              Section
  3.01   Payment of Principal, Premium
  and Interest; Agreed Treatment of the Debt Securities.

              (a) The
  Company covenants and agrees that it will duly and punctually pay or cause to
  be paid all payments due in respect of the Debt Securities at the place, at
  the respective times and in the manner provided in this Indenture and the Debt
  Securities.  Payment of the 

  

                                                                                 
  18

  

  principal of and premium, if any, and interest on the Debt Securities due
  on the Maturity Date, any Optional Redemption Date or the Special Redemption
  Date, as the case may be, will be made by the Company in immediately available
  funds against presentation and surrender of such Debt Securities.  At the
  option of the Company, each installment of interest on the Debt Securities due
  on an Interest Payment Date other than the Maturity Date, any Optional
  Redemption Date or the Special Redemption Date, as the case may be, may be
  paid (i) by mailing checks for such interest payable to the order of the
  holders of Debt Securities entitled thereto as they appear on the Debt
  Security Register or (ii) by wire transfer of immediately available funds to
  any account with a banking institution located in the United States designated
  by such holders to the Paying Agent no later than the related record
  date.  Notwithstanding anything to the contrary contained in this
  Indenture or any Debt Security, if the Trust or the trustee of the Trust is
  the holder of any Debt Security, then all payments in respect of such Debt
  Security shall be made by the Company in immediately available funds when due.

             
  (b)  The Company will treat the Debt Securities as indebtedness, and the
  interest payable in respect of such Debt Securities (including any Additional
  Amounts) as interest, for all U.S. federal income tax purposes.  All
  payments in respect of such Debt Securities will be made free and clear of
  U.S. withholding tax provided, that (i) any beneficial owner thereof that is a
  "United States person" within the meaning of Section 7701(a)(30) of
  the Code (A) has provided an Internal Revenue Service Form W-9 (or any
  substitute or successor form) in the manner required establishing its status
  as a "United States person" for U.S. federal income tax purposes,
  and (B) the Internal Revenue Service has neither notified the Issuer that the
  taxpayer identification number furnished by such beneficial owner is incorrect
  nor notified the Issuer that there is underreporting by such beneficial owner,
  and (ii) any beneficial owner thereof that is not a "United States
  person" within the meaning of Section 7701(a)(30) of the Code has
  provided an Internal Revenue Service Form W-8 BEN, Internal Revenue Service
  Form W-8ECI, or Internal Revenue Service Form W-8EXP, as applicable (or any
  substitute or successor form) in the manner required establishing its non-U.S.
  status for U.S. federal income tax purposes.

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

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

              Section
  3.02 Offices for Notices and Payments, etc.

             
  So long as any of the Debt Securities remain outstanding, the Company will
  maintain in Wilmington, Delaware or in Los Angeles, California an office or
  agency where the 

  

                                                                             
  19

  

  Debt Securities may be presented for
  payment, an office or agency where the Debt Securities may be presented for
  registration of transfer and for exchange as provided in this Indenture and an
  office or agency where notices and demands to or upon the Company in respect
  of the Debt Securities or of this Indenture may be served.  The Company
  will give to the Trustee written notice of the location of any such office or
  agency and of any change of location thereof.  Until otherwise designated
  from time to time by the Company in a notice to the Trustee, or specified as
  contemplated by Section 2.05, such office or agency for all of the above
  purposes shall be the Principal Office of the Trustee.  In case the
  Company shall fail to maintain any such office or agency in Wilmington,
  Delaware or in Los Angeles, California, or shall fail to give such notice of
  the location or of any change in the location thereof, presentations and
  demands may be made and notices may be served at the Principal Office of the
  Trustee.

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

  

              Section
  3.03   Appointments to Fill Vacancies in Trustee's
  Office.

             
  The Company, whenever necessary to avoid or fill a vacancy in the office of
  Trustee, will appoint, in the manner provided in Section 6.09, a Trustee, so
  that there shall at all times be a Trustee hereunder.

              Section 3.04   
  Provision
  as to Paying Agent.

              (a) If
  the Company shall appoint a Paying Agent other than the Trustee, it will cause
  such Paying Agent to execute and deliver to the Trustee an instrument in which
  such agent shall agree with the Trustee, subject to the provision of this
  Section 3.04,

                     
  (i) that it will hold all sums held by it as such agent for the payment of all
  payments due on the Debt Securities (whether such sums have been paid to it by
  the Company or by any other obligor on the Debt Securities) in trust for the
  benefit of the holders of the Debt Securities;

                     
  (ii) that it will give the Trustee prompt written notice of any failure by the
  Company (or by any other obligor on the Debt Securities) to make any payment
  on  the Debt Securities when the same shall be due and payable; and

                     
  (iii) that it will, at any time during the continuance of any Event of
  Default, upon the written request of the Trustee, forthwith pay to the Trustee
  all sums so held in trust by such Paying Agent.

  

  

                                                                                 
  20

  

             
  (b)  If the Company shall act as its own Paying Agent, it will, on or
  before each due date of the payments due on the Debt Securities, set aside,
  segregate and hold in trust for the benefit of the holders of the Debt
  Securities a sum sufficient to make such payments so becoming due and will
  notify the Trustee in writing of any failure to take such action and of any
  failure by the Company (or by any other obligor under the Debt Securities) to
  make any payment on the Debt Securities when the same shall become due and
  payable.

             
  Whenever the Company shall have one or more Paying Agents for the Debt
  Securities, it will, on or prior to each due date of the payments on the Debt
  Securities, deposit with a Paying Agent a sum sufficient to pay all payments
  so becoming due, such sum to be held in trust for the benefit of the Persons
  entitled thereto and (unless such Paying Agent is the Trustee) the Company
  shall promptly notify the Trustee in writing of its action or failure to act.

              (c)
  Anything in this Section 3.04 to the contrary notwithstanding, the Company
  may, at any time, for the purpose of obtaining a satisfaction and discharge
  with respect to the Debt Securities, or for any other reason, pay, or direct
  any Paying Agent to pay, to the Trustee all sums held in trust by the Company
  or any such Paying Agent, such sums to be held by the Trustee upon the same
  terms and conditions herein contained.

             
  (d)  Anything in this Section 3.04 to the contrary notwithstanding, the
  agreement to hold sums in trust as provided in this Section 3.04 is subject to
  Sections 12.03 and 12.04.

              (e) The
  Company hereby initially appoints the Trustee to act as paying agent for the
  Debt Securities (the "Paying Agent").

              Section
  3.05    Certificate to Trustee.

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

              Section 3.06   
  Additional
  Amounts.

             
  If and for so long as the Trust is the holder of all Debt Securities and is
  subject to or otherwise required to pay (or is required to withhold from
  distributions to holders of Trust Securities) any additional taxes (including
  withholding taxes), duties, assessments or other governmental charges as a
  result of a Tax Event, the Company will pay such additional amounts (the
  "Additional Amounts") on the Debt Securities or the Trust
  Securities, as the case may be, as shall be required so that the net amounts
  received and retained by the holders of Debt Securities or Trust Securities,
  as the case may be, after payment of all taxes (including withholding taxes),
  duties, assessments or other governmental charges, will be equal to the
  amounts that such holders would have received and retained had no such taxes
  (including withholding taxes), duties, assessments or other governmental
  charges been imposed. 

  

                                                                                 
  21

  

             
  Whenever in this Indenture or the Debt Securities there is a reference in any
  context to the payment of principal of or premium, if any, or interest on the
  Debt Securities, such mention shall be deemed to include mention of payments
  of the Additional Amounts provided for in this Section to the extent that, in
  such context, Additional Amounts are, were or would be payable in respect
  thereof pursuant to the provisions of this Section and express mention of the
  payment of Additional Amounts (if applicable) in any provisions hereof shall
  not be construed as excluding Additional Amounts in those provisions hereof
  where such express mention is not made, provided, however, that,
  notwithstanding anything to the contrary contained in this Indenture or any
  Debt Security, the deferral of the payment of interest during an Extension
  Period pursuant to Section 2.11 shall not defer the payment of any Additional
  Amounts that may be due and payable.

              Section
  3.07    Compliance with Consolidation Provisions.

             
  The Company will not, while any of the Debt Securities remain outstanding,
  consolidate with, or merge into, any other Person, or merge into itself, or
  sell, convey, transfer or otherwise dispose of all or substantially all of its
  property or capital stock to any other Person unless the provisions of Article
  XI hereof are complied with.

              Section
  3.08    Limitation on Dividends.

             
  If (i) there shall have occurred and be continuing a Default or an Event of
  Default, (ii) the Company shall be in default with respect to its payment of
  any obligations under the Capital Securities Guarantee or (iii) the Company
  shall have given notice of its election to defer payments of interest on the
  Debt Securities by extending the interest payment period as provided herein
  and such period, or any extension thereof, shall have commenced and be
  continuing, then the Company may not (A) declare or pay any dividends or
  distributions on, or redeem, purchase, acquire, or make a liquidation payment
  with respect to, any of the Company's capital stock, (B) make any payment of
  principal of or premium, if any, or interest on or repay, repurchase or redeem
  any debt securities of the Company that rank pari passu in all respects
  with or junior in interest to the Debt Securities or (C) make any payment
  under any guarantees of the Company that rank pari passu in all
  respects with or junior in interest to the Capital Securities Guarantee (other
  than (a) repurchases, redemptions or other acquisitions of shares of capital
  stock of the Company (I) in connection with any employment contract, benefit
  plan or other similar arrangement with or for the benefit of one or more
  employees, officers, directors or consultants, (II) in connection with a
  dividend reinvestment or stockholder stock purchase plan or (III) in
  connection with the issuance of capital stock of the Company (or securities
  convertible into or exercisable for such capital stock) as consideration in an
  acquisition transaction entered into prior to the occurrence of (i), (ii) or
  (iii) above, (b) as a result of any exchange or conversion of any class or
  series of the Company's capital stock (or any capital stock of a subsidiary of
  the Company) for any class or series of the Company's capital stock or of any
  class or series of the Company's indebtedness for any class or series of the
  Company's capital stock, (c) the purchase of fractional interests in shares of
  the Company's capital stock pursuant to the conversion or exchange provisions
  of such capital stock or the security being converted or exchanged, (d) any
  declaration of a dividend in connection with any stockholder's rights plan, or
  the issuance of rights, stock or other property under any stockholder's rights
  plan, or the redemption or repurchase of rights pursuant thereto or (e) any
  dividend in the form of stock, warrants, options 

  

                                                                             
  22

  

  or other rights where the dividend
  stock or the stock issuable upon exercise of such warrants, options or other
  rights is the same stock as that on which the dividend is being paid or ranks pari
  passu with or junior in interest to such stock).

              Section
  3.09    Covenants as to the Trust.

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

  ARTICLE IV

  LISTS

              Section
  4.01    Securityholders' Lists.

             
  The Company covenants and agrees that it will furnish or cause to be furnished
  to the Trustee:

              (a) on
  each regular record date for an Interest Payment Date, a list, in such form as
  the Trustee may reasonably require, of the names and addresses of the
  Securityholders of the Debt Securities as of such record date; and

              (b) at
  such other times as the Trustee may request in writing, within 30 days after
  the receipt by the Company of any such request, a list of similar form and
  content as of a date not more than 15 days prior to the time such list is
  furnished; except that no such lists need be furnished under this Section 4.01
  so long as the Trustee is in possession thereof by reason of its acting as
  Debt Security registrar.

              Section
  4.02 Preservation and Disclosure of Lists.

              (a) The
  Trustee shall preserve, in as current a form as is reasonably practicable, all
  information as to the names and addresses of the holders of Debt Securities
  (1) contained in the most recent list furnished to it as provided in Section
  4.01 or (2) received by it in the capacity of Debt Securities registrar (if so
  acting) hereunder.  The Trustee may destroy any list furnished to it as
  provided in Section 4.01 upon receipt of a new list so furnished.

              (b) In
  case three or more holders of Debt Securities (hereinafter referred to as
  "applicants") apply in writing to the Trustee and furnish to the
  Trustee reasonable proof that each such applicant has owned a Debt Security
  for a period of at least six months preceding the date of such application,
  and such application states that the applicants desire to communicate with
  other holders of Debt Securities with respect to their rights under this
  Indenture or under such

  

                                                                              
  23

  

  Debt Securities and is accompanied by a copy of the form of proxy or other
  communication which such applicants propose to transmit, then the Trustee
  shall within five Business Days after the receipt of such application, at its
  election, either:

                     
  (i)  afford such applicants access to the information preserved at the time by
  the Trustee in accordance with the provisions of subsection (a) of this
  Section 4.02, or

                     
  (ii) inform such applicants as to the approximate number of holders of Debt
  Securities whose names and addresses appear in the information preserved at
  the time by the Trustee in accordance with the provisions of subsection (a) of
  this Section 4.02, and as to the approximate cost of mailing to such
  Securityholders the form of proxy or other communication, if any, specified in
  such application.

                 
  If the Trustee shall elect not to afford such applicants access to such
  information, the Trustee shall, upon the written request of such applicants,
  mail to each Securityholder of Debt Securities whose name and address appear
  in the information preserved at the time by the Trustee in accordance with the
  provisions of subsection (a) of this Section 4.02 a copy of the form of proxy
  or other communication which is specified in such request with reasonable
  promptness after a tender to the Trustee of the material to be mailed and of
  payment, or provision for the payment, of the reasonable expenses of mailing,
  unless within five days after such tender, the Trustee shall mail to such
  applicants and file with the Securities and Exchange Commission, if permitted
  or required by applicable law, together with a copy of the material to be
  mailed, a written statement to the effect that, in the opinion of the Trustee,
  such mailing would be contrary to the best interests of the holders of all
  Debt Securities, as the case may be, or would be in violation of applicable
  law.  Such written statement shall specify the basis of such
  opinion.  If said Commission, as permitted or required by applicable law,
  after opportunity for a hearing upon the objections specified in the written
  statement so filed, shall enter an order refusing to sustain any of such
  objections or if, after the entry of an order sustaining one or more of such
  objections, said Commission shall find, after notice and opportunity for
  hearing, that all the objections so sustained have been met and shall enter an
  order so declaring, the Trustee shall mail copies of such material to all such
  Securityholders with reasonable promptness after the entry of such order and
  the renewal of such tender; otherwise the Trustee shall be relieved of any
  obligation or duty to such applicants respecting their application.

              (c) Each
  and every holder of Debt Securities, by receiving and holding the same, agrees
  with the Company and the Trustee that none of the Company, the Trustee or any
  Paying Agent shall be held accountable by reason of the disclosure of any such
  information as to the names and addresses of the holders of Debt Securities in
  accordance with the provisions of subsection (b) of this Section 4.02,
  regardless of the source from which such information was derived, and that the
  Trustee shall not be held accountable by reason of mailing any material
  pursuant to a request made under said subsection (b).

              Section
  4.03 Financial and Other Information.

             (a)The Company
  shall deliver, by hardcopy or electronic transmission, to (i) each
  Securityholder each Report on Form 10-K and Form 10-Q, if any, prepared by the
  

  

  

                                                                                 
  24

  

  Company and filed with the Securities and Exchange Commission in accordance
  with the Exchange Act within 10 Business Days after the filing thereof or (ii)
  if the Company is (a) not then subject to Section 13 or 15(d) of the Exchange
  Act (a "Private Entity") or (b) exempt from reporting pursuant to
  Rule 12g3-2(b) thereunder, the information required by Rule 144A(d)(4) under
  the Securities Act.  Notwithstanding the foregoing, so long as a Holder
  of the Debt Securities is NBC Capital Markets Group, Inc. or an entity that
  holds a pool of trust preferred securities and/or debt securities as
  collateral for its securities or a trustee thereof, and the Company is (i) a
  Private Entity that, on the date of original issuance of the Debt Securities,
  is required to provide audited consolidated financial statements to its
  primary regulatory authority, (ii) a Private Entity that, on the date of
  original issuance of the Debt Securities, is not required to provide audited
  consolidated financial statements to its primary regulatory authority but
  subsequently becomes subject to the audited consolidated financial statement
  reporting requirements of that regulatory authority or (iii) subject to
  Section 13 or 15(d) of the Exchange Act on the date of original issuance of
  the Debt Securities or becomes so subject after the date hereof but
  subsequently becomes a Private Entity, then, within 90 days after the end of
  each fiscal year, beginning with the fiscal year in which the Debt Securities
  were originally issued if the Company was then subject to (x) Section 13 or
  15(d) of the Exchange Act or (y) audited consolidated financial statement
  reporting requirements of its primary regulatory authority or, otherwise, the
  earliest fiscal year in which the Company becomes subject to (1) Section 13 or
  15(d) of the Exchange Act or (2) the audited consolidated financial statement
  reporting requirements of its primary regulatory authority, the Company shall
  deliver, by hardcopy or electronic transmission, to each Securityholder,
  unless otherwise provided pursuant to the preceding sentence, (A) a copy of
  the Company's audited consolidated financial statements (including balance
  sheet and income statement) covering the related annual period and (B) the
  report of the independent accountants with respect to such financial
  statements.  In addition to the foregoing, the Company shall deliver to
  each Securityholder within 30 days after the end of the fiscal year of the
  Company, Form 1099 or such other annual U.S. federal income tax information
  statement required by the Code containing such information with regard to the
  Debt Securities held by such holder as is required by the Code and the income
  tax regulations of the U.S. Treasury thereunder.

              (b) If
  and so long as the Holder of the Debt Securities is NBC Capital Markets Group,
  Inc. or an entity that holds a pool of trust preferred securities and/or debt
  securities or a trustee thereof, the Company will cause copies of its reports
  on Form H-b(11) to be delivered by hardcopy or electronic transmission to such
  Holder promptly following their filing with the OTS.

   

  ARTICLE V

  REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

              Section
  5.01 Events of Default.

             
  The following events shall be "Events of Default" with respect to
  Debt Securities:

              (a) the
  Company defaults in the payment of any interest upon any Debt Security when it
  becomes due and payable, and continuance of such default for a period of 30
  days; for the avoidance of doubt, an extension of any interest payment period
  by the Company in 

  

  

                                                                         
  25

  

  accordance with Section 2.11 of this Indenture shall not constitute a
  default under this clause 5.01(a); or

             
  (b)  the Company defaults in the payment of any interest upon any Debt
  Security, including any Additional Amounts in respect thereof, following the
  nonpayment of any such interest for twenty or more consecutive Interest
  Periods; or

             
  (c)  the Company defaults in the payment of all or any part of the
  principal of (or premium, if any, on) any Debt Securities as and when the same
  shall become due and payable, whether at maturity, upon redemption, by
  acceleration of maturity pursuant to Section 5.01 of this Indenture or
  otherwise; or

             
  (d)  the Company defaults in the performance of, or breaches, any of its
  covenants or agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this Indenture
  (other than a covenant or agreement a default in whose performance or whose
  breach is elsewhere in this Section specifically dealt with), and continuance
  of such default or breach for a period of 90 days after there has been given,
  by registered or certified mail, to the Company by the Trustee or to the
  Company and the Trustee by the holders of not less than 25% in aggregate
  principal amount of the outstanding Debt 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) a
  court having jurisdiction in the premises shall enter a decree or order for
  relief in respect of the Company in an involuntary case under any applicable
  bankruptcy, insolvency or other similar law now or hereafter in effect, or
  appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator or
  other similar official of the Company or for any substantial part of its
  property, or orders the winding-up or liquidation of its affairs and such
  decree, appointment or order shall remain unstayed and in effect for a period
  of 90 consecutive days; or

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

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

             
  If an Event of Default specified under clause (b) of this Section 5.01 occurs
  and is continuing with respect to the Debt Securities, then, in each and every
  such case, either the Trustee or the holders of not less than 25% in aggregate
  principal amount of the Debt Securities then outstanding hereunder, by notice
  in writing to the Company (and to the Trustee if given by 

  

                                                                         
  26

  

  Securityholders), may declare the
  entire principal of the Debt Securities and any premium and interest accrued,
  but unpaid, thereon to be due and payable immediately, and upon any such
  declaration the same shall become immediately due and payable.  If an
  Event of Default specified under clause (e) or (f) of this Section 5.01
  occurs, then, in each and every such case, the entire principal amount of the
  Debt Securities and any premium and interest accrued, but unpaid, thereon
  shall ipso facto become immediately due and payable without
  further action.

             
  The foregoing provisions, however, are subject to the condition that if, at
  any time after the principal of the Debt Securities shall have become due by
  acceleration, and before any judgment or decree for the payment of the moneys
  due shall have been obtained or entered as hereinafter provided, (i) the
  Company shall pay or shall deposit with the Trustee a sum sufficient to pay
  all matured installments of interest upon all the Debt Securities and all
  payments on the Debt Securities which shall have become due otherwise than by
  acceleration (with interest upon all such payments and Deferred Interest, to
  the extent permitted by law) and such amount as shall be sufficient to cover
  reasonable compensation to the Trustee and each predecessor Trustee, their
  respective agents, attorneys and counsel, and all other amounts due to the
  Trustee pursuant to Section 6.06, if any, and (ii) all Events of Default under
  this Indenture, other than the non-payment of the payments in respect of Debt
  Securities which shall have become due by acceleration, shall have been cured,
  waived or otherwise remedied as provided herein, then, in each and every such
  case, the holders of a majority in aggregate principal amount of the Debt
  Securities then outstanding, by written notice to the Company and to the
  Trustee, may waive all defaults and rescind and annul such acceleration and
  its consequences, but no such waiver or rescission and annulment shall extend
  to or shall affect any subsequent default or shall impair any right consequent
  thereon; provided, however, that if the Debt Securities are held
  by the Trust or a trustee of the Trust, such waiver or rescission and
  annulment shall not be effective until the holders of a majority in aggregate
  liquidation amount of the outstanding Capital Securities of the Trust shall
  have consented to such waiver or rescission and annulment.

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

              Section
  5.02    Payment of Debt Securities on Default; Suit
  Therefor.

             
  The Company covenants that upon the occurrence of an Event of Default pursuant
  to clause (b) of Section 5.01 and upon demand of the Trustee, the Company will
  pay to the Trustee, for the benefit of the holders of the Debt Securities, the
  whole amount that then shall have become due and payable on all Debt
  Securities, including Deferred Interest accrued on the Debt Securities; and,
  in addition thereto, such further amount as shall be sufficient to cover the
  costs and expenses of collection, including a reasonable compensation to the
  Trustee, its agents, attorneys and counsel, and any other amounts due to the
  Trustee under Section 6.06.  In case the Company shall fail forthwith to
  pay such amounts upon such demand, the Trustee, in its own name and as trustee
  of an express trust, shall be entitled and empowered to institute any actions 

  

                                                                             
  27

  

  or proceedings at law or in equity
  for the collection of the sums so due and unpaid, and may prosecute any such
  action or proceeding to judgment or final decree, and may enforce any such
  judgment or final decree against the Company or any other obligor on such Debt
  Securities and collect in the manner provided by law out of the property of
  the Company or any other obligor on such Debt Securities wherever situated the
  moneys adjudged or decreed to be payable.

             
  In case there shall be pending proceedings for the bankruptcy or for the
  reorganization of the Company or any other obligor on the Debt Securities
  under Bankruptcy Law, or in case a receiver or trustee shall have been
  appointed for the property of the Company or such other obligor, or in the
  case of any other similar judicial proceedings relative to the Company or
  other obligor upon the Debt Securities, or to the creditors or property of the
  Company or such other obligor, the Trustee, irrespective of whether the
  principal of the Debt Securities shall then be due and payable as therein
  expressed or by acceleration or otherwise and irrespective of whether the
  Trustee shall have made any demand pursuant to the provisions of this Section
  5.02, shall be entitled and empowered, by intervention in such proceedings or
  otherwise, to file and prove a claim or claims for the whole amount of
  principal and interest owing and unpaid in respect of the Debt Securities and,
  in case of any judicial proceedings, to file such proofs of claim and other
  papers or documents as may be necessary or advisable in order to have the
  claims of the Trustee (including any claim for reasonable compensation to the
  Trustee and each predecessor Trustee, and their respective agents, attorneys
  and counsel, and for reimbursement of all other amounts due to the Trustee
  under Section 6.06) and of the Securityholders allowed in such judicial
  proceedings relative to the Company or any other obligor on the Debt
  Securities, or to the creditors or property of the Company or such other
  obligor, unless prohibited by applicable law and regulations, to vote on
  behalf of the holders of the Debt Securities in any election of a trustee or a
  standby trustee in arrangement, reorganization, liquidation or other
  bankruptcy or insolvency proceedings or Person performing similar functions in
  comparable proceedings, and to collect and receive any moneys or other
  property payable or deliverable on any such claims, and to distribute the same
  after the deduction of its charges and expenses; and any receiver, assignee or
  trustee in bankruptcy or reorganization is hereby authorized by each of the
  Securityholders to make such payments to the Trustee, and, in the event that
  the Trustee shall consent to the making of such payments directly to the
  Securityholders, to pay to the Trustee such amounts as shall be sufficient to
  cover reasonable compensation to the Trustee, each predecessor Trustee and
  their respective agents, attorneys and counsel, and all other amounts due to
  the Trustee under Section 6.06.

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

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

  

                                                                             
  28

  

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

              Section
  5.03   Application of Moneys Collected by Trustee.

             
  Any moneys collected by the Trustee shall be applied in the following order,
  at the date or dates fixed by the Trustee for the distribution of such moneys,
  upon presentation of the several Debt Securities in respect of which moneys
  have been collected, and stamping thereon the payment, if only partially paid,
  and upon surrender thereof if fully paid:

             
  First: To the payment of costs and expenses incurred by, and reasonable fees
  of, the Trustee, its agents, attorneys and counsel, and of all other amounts
  due to the Trustee under Section 6.06;

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

             
  Third:  To the payment of the amounts then due and unpaid upon Debt
  Securities, in respect of which or for the benefit of which money has been
  collected, ratably, without preference or priority of any kind, according to
  the amounts due upon such Debt Securities; and

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

              Section
  5.04    Proceedings by Securityholders.

             
  No holder of any Debt Security shall have any right to institute any suit,
  action or proceeding for any remedy hereunder, unless such holder previously
  shall have given to the Trustee written notice of an Event of Default with
  respect to the Debt Securities and unless the holders of not less than 25% in
  aggregate principal amount of the Debt Securities then outstanding shall have
  given the Trustee a written request to institute such action, suit or
  proceeding and shall have offered to the Trustee such reasonable indemnity as
  it may require against the costs, expenses and liabilities to be incurred
  thereby, and the Trustee for 60 days after its receipt of such notice, request
  and offer of indemnity shall have failed to institute any such action, suit or
  proceeding; provided, that no holder of Debt Securities shall have any
  right to prejudice the rights of any other holder of Debt Securities, obtain
  priority or preference over any other such holder or enforce any right under
  this Indenture except in the manner herein provided and for the equal, ratable
  and common benefit of all holders of Debt Securities.

             
  Notwithstanding any other provisions in this Indenture, the right of any
  holder of any Debt Security to receive payment of the principal of and
  premium, if any, and interest on such Debt Security when due, or to institute
  suit for the enforcement of any such payment, shall not be impaired or
  affected without the consent of such holder.  For the protection and
  enforcement of the provisions of this Section, each and every Securityholder
  and the Trustee shall be entitled to such relief as can be given either at law
  or in equity.

  

                                                                             
  29

  

              Section
  5.05    Proceedings by Trustee.

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

              Section
  5.06    Remedies Cumulative and
  Continuing.

             
  Except as otherwise provided in Section 2.06, all powers and remedies given by
  this Article V to the Trustee or to the Securityholders shall, to the extent
  permitted by law, be deemed cumulative and not exclusive of any other powers
  and remedies available to the Trustee or the holders of the Debt Securities,
  by judicial proceedings or otherwise, to enforce the performance or observance
  of the covenants and agreements contained in this Indenture or otherwise
  established with respect to the Debt Securities, and no delay or omission of
  the Trustee or of any holder of any of the Debt Securities to exercise any
  right or power accruing upon any Event of Default occurring and continuing as
  aforesaid shall impair any such right or power, or shall be construed to be a
  waiver of any such default or an acquiescence therein; and, subject to the
  provisions of Section 5.04, every power and remedy given by this Article V or
  by law to the Trustee or to the Securityholders may be exercised from time to
  time, and as often as shall be deemed expedient, by the Trustee or by the
  Securityholders.

              Section
  5.07   Direction of Proceedings and Waiver
  of Defaults by Majority of Securityholders.

             
  The holders of a majority in aggregate principal amount of the Debt Securities
  affected at the time outstanding and, if the Debt Securities are held by the
  Trust or a trustee of the Trust, the holders of a majority in aggregate
  liquidation amount of the outstanding Capital Securities of the Trust shall
  have the right to direct the time, method and place of conducting any
  proceeding for any remedy available to the Trustee, or exercising any trust or
  power conferred on the Trustee with respect to such Debt Securities; provided,
  however, that if the Debt Securities are held by the Trust or a trustee
  of the Trust, such time, method and place or such exercise, as the case may
  be, may not be so directed until the holders of a majority in aggregate
  liquidation amount of the outstanding Capital Securities of the Trust shall
  have directed such time, method and place or such exercise, as the case may
  be; provided, further, that (subject to the provisions of
  Section 6.01) the Trustee shall have the right to decline to follow any such
  direction if the Trustee shall determine that the action so directed would be
  unjustly prejudicial to the holders not taking part in such direction or if
  the Trustee being advised by counsel determines that the action or proceeding
  so directed may not lawfully be taken or if a Responsible Officer of the
  Trustee shall determine that the action or proceedings so directed would
  involve the Trustee in personal liability.  Prior to any declaration of
  acceleration, or ipso facto acceleration, of the maturity of the
  Debt Securities, the holders of a majority in aggregate principal amount of
  the Debt Securities at the time outstanding may on behalf of the holders of
  all of the Debt Securities waive (or modify any previously granted waiver of)
  any past Default or Event of Default and its 

  

                                                                             
  30

  

  consequences, except a default (a) in
  the payment of principal of or premium, if any, or interest on any of the Debt
  Securities, (b) in respect of covenants or provisions hereof which cannot be
  modified or amended without the consent of the holder of each Debt Security
  affected, or (c)  in respect of the covenants contained in Section 3.09; provided,
  however, that if the Debt Securities are held by the Trust or a trustee
  of the Trust, such waiver or modification to such waiver shall not be
  effective until the holders of a majority in aggregate liquidation amount of
  the outstanding Capital Securities of the Trust shall have consented to such
  waiver or modification to such waiver; provided, further, that
  if the consent of the holder of each outstanding Debt Security is required,
  such waiver or modification to such waiver shall not be effective until each
  holder of the outstanding Capital Securities of the Trust shall have consented
  to such waiver or modification to such waiver.  Upon any such waiver or
  modification to such waiver, the Default or Event of Default covered thereby
  shall be deemed to be cured for all purposes of this Indenture and the
  Company, the Trustee and the holders of the Debt Securities shall be restored
  to their former positions and rights hereunder, respectively; but no such
  waiver or modification to such waiver shall extend to any subsequent or other
  Default or Event of Default or impair any right consequent thereon. 
  Whenever any Default or Event of Default hereunder shall have been waived as
  permitted by this Section, said Default or Event of Default shall for all
  purposes of the Debt Securities and this Indenture be deemed to have been
  cured and to be not continuing.

              Section
  5.08    Notice of Defaults.

             
  The Trustee shall, within 90 days after a Responsible Officer of the Trustee
  shall have actual knowledge or received written notice of the occurrence of a
  default with respect to the Debt Securities, mail to all Securityholders, as
  the names and addresses of such holders appear upon the Debt Security
  Register, notice of all defaults with respect to the Debt Securities known to
  the Trustee, unless such defaults shall have been cured before the giving of
  such notice (the term "default" for the purpose of this Section is
  hereby defined to be any event specified in Section 5.01, not including
  periods of grace, if any, provided for therein); provided, that,
  except in the case of default in the payment of the principal of or premium,
  if any, or interest on any of the Debt Securities, the Trustee shall be
  protected in withholding such notice if and so long as a Responsible Officer
  of the Trustee in good faith determines that the withholding of such notice is
  in the interests of the Securityholders.

              Section
  5.09   Undertaking to Pay Costs.

             
  All parties to this Indenture agree, and each holder of any Debt Security by
  such holder's acceptance thereof shall be deemed to have agreed, that any
  court may in its discretion require, in any suit for the enforcement of any
  right or remedy under this Indenture, or in any suit against the Trustee for
  any action taken or omitted by it as Trustee, the filing by any party litigant
  in such suit of an undertaking to pay the costs of such suit, and that such
  court may in its discretion assess reasonable costs, including reasonable
  attorneys' fees and expenses, against any party litigant in such suit, having
  due regard to the merits and good faith of the claims or defenses made by such
  party litigant; but the provisions of this Section shall not apply to any suit
  instituted by the Trustee, to any suit instituted by any Securityholder, or
  group of Securityholders, holding in the aggregate more than 10% in principal
  amount of the outstanding Debt Securities (or, if such Debt Securities are
  held by the Trust or a trustee of the Trust, more than 10% in liquidation
  amount of the outstanding Capital Securities),to any suit instituted by

  

                                                                             
  31

  

  any Securityholder for the
  enforcement of the payment of the principal of or premium, if any, or interest
  on any Debt Security against the Company on or after the same shall have
  become due and payable or to any suit instituted in accordance with Section
  14.12.

  ARTICLE VI

  CONCERNING THE TRUSTEE

              Section
  6.01  Duties and Responsibilities of
  Trustee.

             
  With respect to the holders of Debt Securities issued hereunder, the Trustee,
  prior to the occurrence of an Event of Default with respect to the Debt
  Securities and after the curing or waiving of all Events of Default which may
  have occurred, with respect to the Debt Securities, undertakes to perform such
  duties and only such duties as are specifically set forth in this
  Indenture.  In case an Event of Default with respect to the Debt
  Securities has occurred (which has not been cured or waived), the Trustee
  shall exercise such of the rights and powers vested in it by this Indenture,
  and use the same degree of care and skill in their exercise, as a prudent
  person would exercise or use under the circumstances in the conduct of such
  person's own affairs.

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

             
  (a)  prior to the occurrence of an Event of Default and after the curing
  or waiving of all Events of Default which may have occurred:

                     
  (i) the duties and obligations of the Trustee with respect to the Debt
  Securities shall be determined solely by the express provisions of this
  Indenture, and the Trustee shall not be liable except for the performance of
  such duties and obligations with respect to the Debt Securities as are
  specifically set forth in this Indenture, and no implied covenants or
  obligations shall be read into this Indenture against the Trustee; and

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

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

                 
  (c) the Trustee shall not be liable with respect to any action taken or
  omitted to be taken by it in good faith, in accordance with the direction of
  the Securityholders pursuant to Section 5.07, relating to the time, method and
  place of conducting any proceeding for any 

  

                                                                             
  32

  

  remedy available to the Trustee, or exercising any trust or power conferred
  upon the Trustee, under this Indenture; and

              (d) the
  Trustee shall not be charged with knowledge of any Default or Event of Default
  with respect to the Debt Securities unless either (1) a Responsible Officer
  shall have actual knowledge of such Default or Event of Default or (2) written
  notice of such Default or Event of Default shall have been given to the
  Trustee by the Company or any other obligor on the Debt Securities or by any
  holder of the Debt Securities, except that the Trustee shall be deemed to have
  knowledge of any Event of Default pursuant to Sections 5.01(a), 5.01(b) or
  5.01(c) hereof (other than an Event of Default resulting from the default in
  the payment of Additional Amounts if the Trustee does not have actual
  knowledge or written notice that such payment is due and payable) .

             
  None of the provisions contained in this Indenture shall require the Trustee
  to expend or risk its own funds or otherwise incur personal financial
  liability in the performance of any of its duties or in the exercise of any of
  its rights or powers.

              Section
  6.02   Reliance on Documents, Opinions, etc.

             
  Except as otherwise provided in Section 6.01:

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

              (b) any
  request, direction, order or demand of the Company mentioned herein shall be
  sufficiently evidenced by an Officers' Certificate (unless other evidence in
  respect thereof be herein specifically prescribed); and any Board Resolution
  may be evidenced to the Trustee by a copy thereof certified by the Secretary
  or an Assistant Secretary of the Company;

              (c) the
  Trustee may consult with counsel of its selection and any advice or Opinion of
  Counsel shall be full and complete authorization and protection in respect of
  any action taken, suffered or omitted by it hereunder in good faith and in
  accordance with such advice or Opinion of Counsel;

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

              (e) the
  Trustee shall not be liable for any action taken or omitted by it in good
  faith and reasonably believed by it to be authorized or within the discretion
  or rights or powers conferred upon it by this Indenture; nothing contained
  herein shall, however, relieve the Trustee of the obligation, upon the
  occurrence of an Event of Default with respect to the Debt Securities (which
  has not been cured or waived) to exercise with respect to the Debt Securities
  such of the rights and powers vested in it by this Indenture, and to use the
  same degree of care and skill in 

  

                                                                             
  33

  

  their exercise, as a prudent person would exercise or use under the
  circumstances in the conduct of such person's own affairs;

              (f) the
  Trustee shall not be bound to make any investigation into the facts or matters
  stated in any resolution, certificate, statement, instrument, opinion, report,
  notice, request, consent, order, approval, bond, debenture, coupon or other
  paper or document, unless requested in writing to do so by the holders of a
  majority in aggregate principal amount of the outstanding Debt Securities
  affected thereby; provided, however, that if the payment within
  a reasonable time to the Trustee of the costs, expenses or liabilities likely
  to be incurred by it in the making of such investigation is, in the opinion of
  the Trustee, not reasonably assured to the Trustee by the security afforded to
  it by the terms of this Indenture, the Trustee may require reasonable
  indemnity against such expense or liability as a condition to so proceeding;
  and

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

              Section
  6.03    No Responsibility for
  Recitals, etc.

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

              Section
  6.04    Trustee, Authenticating Agent,
  Paying Agents, Transfer Agents or Registrar May Own Debt Securities.

             
  The Trustee, any Authenticating Agent, any Paying Agent, any transfer agent or
  any Debt Security registrar, in its individual or any other capacity, may
  become the owner or pledgee of Debt Securities with the same rights it would
  have if it were not Trustee, Authenticating Agent, Paying Agent, transfer
  agent or Debt Security registrar.

              Section
  6.05  Moneys to be Held in Trust.

             
  Subject to the provisions of Section 12.04, all moneys received by the Trustee
  or any Paying Agent shall, until used or applied as herein provided, be held
  in trust for the purpose for which they were received, but need not be
  segregated from other funds except to the extent required by law.  The
  Trustee and any Paying Agent shall be under no liability for interest on any
  money received by it hereunder except as otherwise agreed in writing with the
  Company.  So long as no Event of Default shall have occurred and be
  continuing, all interest allowed on any such moneys, if any, shall be paid
  from time to time to the Company upon the written order of the Company, signed
  by the Chairman of the Board of Directors, the President, the Chief Operating
  Officer, a Vice President, the Treasurer or an Assistant Treasurer of the
  Company.

  

                                                                                 
  34

  

  

  Section 6.06   Compensation
  and Expenses of Trustee.

             
  The Company covenants and agrees to pay to the Trustee from time to time, and
  the Trustee shall be entitled to, such compensation as shall be agreed to in
  writing between the Company and the Trustee (which shall not be limited by any
  provision of law in regard to the compensation of a trustee of an express
  trust), and the Company will pay or reimburse the Trustee upon its written
  request for all documented reasonable expenses, disbursements and advances
  incurred or made by the Trustee in accordance with any of the provisions of
  this Indenture (including the reasonable compensation and the reasonable
  expenses and disbursements of its counsel and of all Persons not regularly in
  its employ) except any such expense, disbursement or advance that arises from
  its negligence, willful misconduct or bad faith.  The Company also
  covenants to indemnify each of the Trustee (including in its individual
  capacity) and any predecessor Trustee (and its officers, agents, directors and
  employees) for, and to hold it harmless against, any and all loss, damage,
  claim, liability or expense including taxes (other than taxes based on the
  income of the Trustee), except to the extent such loss, damage, claim,
  liability or expense results from the negligence, willful misconduct or bad
  faith of such indemnitee, arising out of or in connection with the acceptance
  or administration of this trust, including the costs and expenses of defending
  itself against any claim or liability in the premises.  The obligations
  of the Company under this Section to compensate and indemnify the Trustee and
  to pay or reimburse the Trustee for documented expenses, disbursements and
  advances shall constitute additional indebtedness hereunder.  Such
  additional indebtedness shall be secured by a lien prior to that of the Debt
  Securities upon all property and funds held or collected by the Trustee as
  such, except funds held in trust for the benefit of the holders of particular
  Debt Securities.

             
  Without prejudice to any other rights available to the Trustee under
  applicable law, when the Trustee incurs expenses or renders services in
  connection with an Event of Default specified in clause (e), (f) or (g) of
  Section 5.01, the expenses (including the reasonable charges and expenses of
  its counsel) and the compensation for the services are intended to constitute
  expenses of administration under any applicable federal or state bankruptcy,
  insolvency or other similar law.

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

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

              Section
  6.07    Officers' Certificate as
  Evidence.

             
  Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
  administration of the provisions of this Indenture the Trustee shall deem it
  necessary or desirable that a matter be proved or established prior to taking
  or omitting any action hereunder, such matter (unless other evidence in
  respect thereof be herein specifically prescribed) may, in the absence of
  negligence, willful misconduct or bad faith on the part of the Trustee, be
  deemed to 

  

                                                                              
  35

  

  be conclusively proved and
  established by an Officers' Certificate delivered to the Trustee, and such
  certificate, in the absence of negligence, willful misconduct or bad faith on
  the part of the Trustee, shall be full warrant to the Trustee for any action
  taken or omitted by it under the provisions of this Indenture upon the faith
  thereof.

              Section
  6.08   Eligibility of Trustee.

             The Trustee hereunder shall at all times be a U.S. Person that is a banking
  corporation or national association organized and doing business under the
  laws of the United States of America or any state thereof or of the District
  of Columbia and authorized under such laws to exercise corporate trust powers,
  having a combined capital and surplus of at least fifty million U.S. dollars
  ($50,000,000) and subject to supervision or examination by federal, state, or
  District of Columbia authority.  If such corporation or national
  association publishes reports of condition at least annually, pursuant to law
  or to the requirements of the aforesaid supervising or examining authority,
  then for the purposes of this Section the combined capital and surplus of such
  corporation or national association shall be deemed to be its combined capital
  and surplus as set forth in its most recent records of condition so published.

             
  The Company may not, nor may any Person directly or indirectly controlling,
  controlled by, or under common control with the Company, serve as Trustee,
  notwithstanding that such corporation or national association shall be
  otherwise eligible and qualified under this Article.

             
  In case at any time the Trustee shall cease to be eligible in accordance with
  the provisions of this Section, the Trustee shall resign immediately in the
  manner and with the effect specified in Section 6.09.

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

              Section
  6.09   Resignation or Removal of
  Trustee.

             (a)  
  The
  Trustee, or any trustee or trustees hereafter appointed, may at any time
  resign by giving written notice of such resignation to the Company and by
  mailing notice thereof, at the Company's expense, to the holders of the Debt
  Securities at their addresses as they shall appear on the Debt Security
  Register.  Upon receiving such notice of resignation, the Company shall
  promptly appoint a successor trustee or trustees by written instrument, in
  duplicate, executed by order of its Board of Directors, one copy of which
  instrument shall be delivered to the resigning Trustee and one copy to the
  successor Trustee.  If no successor Trustee shall have been so appointed
  and have accepted appointment within 30 days after the mailing of such notice
  of resignation to the affected Securityholders, the resigning Trustee may
  petition any court of competent jurisdiction for the appointment of a
  successor Trustee, or any Securityholder who has been a bona fide holder of a
  Debt Security or Debt Securities for at least six months may, subject to the
  provisions of Section 5.09, on behalf of himself or herself and all others
  similarly situated, petition any such court for the appointment of a successor
  Trustee.  Such court 

  

                                                                             
  36

  

  may thereupon, after such notice, if any, as it may deem proper and
  prescribe, appoint a successor Trustee.

             
  (b)  In case at any time any of the following shall occur:

                     
  (i)   the Trustee shall fail to comply with the provisions of the last
  paragraph of Section 6.08 after written request therefor by the Company or by
  any Securityholder who has been a bona fide holder of a Debt Security or Debt
  Securities for at least six months;

                     
  (ii)   the Trustee shall cease to be eligible in accordance with the provisions
  of Section 6.08 and shall fail to resign after written request therefor by the
  Company or by any such Securityholder; or

                     
  (iii)   the Trustee shall become incapable of acting, or shall be adjudged
  bankrupt or insolvent, or a receiver of the Trustee or of its property shall
  be appointed, or any public officer shall take charge or control of the
  Trustee or of its property or affairs for the purpose of rehabilitation,
  conservation or liquidation,

  then, in any such case, the Company
  may remove the Trustee and appoint a successor Trustee by written instrument,
  in duplicate, executed by order of the Board of Directors, one copy of which
  instrument shall be delivered to the Trustee so removed and one copy to the
  successor Trustee, or, subject to the provisions of Section 5.09, if no
  successor Trustee shall have been so appointed and have accepted appointment
  within 30 days of the occurrence of any of (i), (ii) or (iii) above, any
  Securityholder who has been a bona fide holder of a Debt Security or Debt
  Securities for at least six months may, on behalf of himself or herself and
  all others similarly situated, petition any court of competent jurisdiction
  for the removal of the Trustee and the appointment of a successor
  Trustee.  Such court may thereupon, after such notice, if any, as it may
  deem proper and prescribe, remove the Trustee and appoint a successor Trustee.

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

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

              Section
  6.10   Acceptance by Successor Trustee.

             
  Any successor Trustee appointed as provided in Section 6.09 shall execute,
  acknowledge and deliver to the Company and to its predecessor Trustee an
  indenture supplemental hereto which shall contain such provisions as shall be
  deemed necessary or 

  

                                                                             
  37

  

  

  desirable to confirm that all of the
  rights, powers, trusts and duties of the retiring Trustee shall be vested in
  the successor Trustee, and thereupon the resignation or removal of the
  retiring Trustee shall become effective and such successor Trustee, without
  any further act, deed or conveyance, shall become vested with all the rights,
  powers, duties and obligations with respect to the Debt Securities of its
  predecessor hereunder, with like effect as if originally named as Trustee
  herein; but, nevertheless, on the written request of the Company or of the
  successor Trustee, the Trustee ceasing to act shall, upon payment of the
  amounts then due it pursuant to the provisions of Section 6.06, execute and
  deliver an instrument transferring to such successor Trustee all the rights
  and powers of the Trustee so ceasing to act and shall duly assign, transfer
  and deliver to such successor Trustee all property and money held by such
  retiring Trustee hereunder.  Upon request of any such successor Trustee,
  the Company shall execute any and all instruments in writing for more fully
  and certainly vesting in and confirming to such successor Trustee all such
  rights and powers.  Any Trustee ceasing to act shall, nevertheless,
  retain a lien upon all property or funds held or collected by such Trustee to
  secure any amounts then due it pursuant to the provisions of Section 6.06.

             
  No successor Trustee shall accept appointment as provided in this Section
  unless at the time of such acceptance such successor Trustee shall be eligible
  and qualified under the provisions of Section 6.08.

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

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

              Section
  6.11  Succession by Merger, etc.

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

             
  In case at the time such successor to the Trustee shall succeed to the trusts
  created by this Indenture any of the Debt Securities shall have been
  authenticated but not delivered, any such successor to the Trustee may adopt
  the certificate of authentication of any predecessor Trustee, and deliver such
  Debt Securities so authenticated; and in case at that time any of the Debt
  Securities shall not have been authenticated, any successor to the Trustee may
  authenticate such Debt Securities either in the name of any predecessor
  hereunder or in the name of the successor Trustee; and in all such cases such
  certificates shall have the full force which it is 

  

                                                                             
  38

  

  anywhere in the Debt Securities or in
  this Indenture provided that the certificate of the Trustee shall have; provided,
  however, that the right to adopt the certificate of authentication of
  any predecessor Trustee or authenticate Debt Securities in the name of any
  predecessor Trustee shall apply only to its successor or successors by merger,
  conversion or consolidation.

              Section
  6.12  Authenticating Agents.

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

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

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

  

                                                                             
  39

  

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

  ARTICLE VII

  CONCERNING THE SECURITYHOLDERS

              Section
  7.01  Action by Securityholders.

             
  Whenever in this Indenture it is provided that the holders of a specified
  percentage in aggregate principal amount of the Debt Securities or aggregate
  liquidation amount of the Capital Securities may take any action (including
  the making of any demand or request, the giving of any notice, consent or
  waiver or the taking of any other action), the fact that at the time of taking
  any such action the holders of such specified percentage have joined therein
  may be evidenced (a) by any instrument or any number of instruments of similar
  tenor executed by such Securityholders or holders of Capital Securities, as
  the case may be, in person or by agent or proxy appointed in writing, or (b)
  by the record of such holders of Debt Securities voting in favor thereof at
  any meeting of such Securityholders duly called and held in accordance with
  the provisions of Article VIII or of such holders of Capital Securities duly
  called and held in accordance with the provisions of the Declaration, or (c)
  by a combination of such instrument or instruments and any such record of such
  a meeting of such Securityholders or holders of Capital Securities, as the
  case may be, or (d) by any other method the Trustee deems satisfactory.

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

              Section
  7.02 Proof of Execution by Securityholders.

             
  Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the
  execution of any instrument by a Securityholder or such Securityholder's agent
  or proxy shall be sufficient if made in accordance with such reasonable rules
  and regulations as may be prescribed by the Trustee or in such manner as shall
  be satisfactory to the Trustee.  The ownership of Debt Securities shall
  be proved by the Debt Security Register or by a certificate of the Debt
  Security

  

                                                                                 
  40

  

   registrar.  The Trustee
  may require such additional proof of any matter referred to in this Section as
  it shall deem necessary.

             
  The record of any Securityholders' meeting shall be proved in the manner
  provided in Section 8.06.

              Section
  7.03    Who Are Deemed Absolute Owners.

             
  Prior to due presentment for registration of transfer of any Debt Security,
  the Company, the Trustee, any Authenticating Agent, any Paying Agent, any
  transfer agent and any Debt Security registrar may deem the Person in whose
  name such Debt Security shall be registered upon the Debt Security Register to
  be, and may treat such Person as, the absolute owner of such Debt Security
  (whether or not such Debt Security shall be overdue) for the purpose of
  receiving payment of or on account of the principal of and premium, if any,
  and interest on such Debt Security and for all other purposes; and none of the
  Company, the Trustee, any Authenticating Agent, any Paying Agent, any transfer
  agent or any Debt Security registrar shall be affected by any notice to the
  contrary.  All such payments so made to any holder for the time being or
  upon such holder's order shall be valid, and, to the extent of the sum or sums
  so paid, effectual to satisfy and discharge the liability for moneys payable
  upon any such Debt Security.

              Section
  7.04    Debt Securities Owned by Company Deemed Not
  Outstanding.

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

              Section
  7.05   Revocation of Consents; Future
  Holders Bound.

             
  At any time prior to (but not after) the evidencing to the Trustee, as
  provided in Section 7.01, of the taking of any action by the holders of the
  percentage in aggregate principal amount of the Debt Securities specified in
  this Indenture in connection with such action, any holder (in cases where no
  record date has been set pursuant to Section 7.01) or any holder as of an
  applicable record date (in cases where a record date has been set pursuant to
  Section 7.01) of a Debt Security (or any Debt Security issued in whole or in
  part in exchange or substitution 

  

                                                                              
  41

  

  therefor) the serial number of which
  is shown by the evidence to be included in the Debt Securities the holders of
  which have consented to such action may, by filing written notice with the
  Trustee at the Principal Office of the Trustee and upon proof of holding as
  provided in Section 7.02, revoke such action so far as concerns such Debt
  Security (or so far as concerns the principal amount represented by any
  exchanged or substituted Debt Security).  Except as aforesaid any such
  action taken by the holder of any Debt Security shall be conclusive and
  binding upon such holder and upon all future holders and owners of such Debt
  Security, and of any Debt Security issued in exchange or substitution therefor
  or on registration of transfer thereof, irrespective of whether or not any
  notation in regard thereto is made upon such Debt Security or any Debt
  Security issued in exchange or substitution therefor.

  ARTICLE VIII

  SECURITYHOLDERS' MEETINGS

              Section
  8.01   Purposes of Meetings.

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

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

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

              (c) to
  consent to the execution of an indenture or indentures supplemental hereto
  pursuant to the provisions of Section 9.02; or

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

              Section
  8.02  Call of Meetings by Trustee.

             
  The Trustee may at any time call a meeting of Securityholders to take any
  action specified in Section 8.01, to be held at such time and at such place in
  The City of New York, the Borough of Manhattan, or Wilmington, Delaware, as
  the Trustee shall determine.  Notice of every meeting of the
  Securityholders, setting forth the time and the place of such meeting and in
  general terms the action proposed to be taken at such meeting, shall be mailed
  to holders of Debt Securities affected at their addresses as they shall appear
  on the Debt Securities Register.  Such notice shall be mailed not less
  than 20 nor more than 180 days prior to the date fixed for the meeting.

  

                                                                             
  42

  

              Section
  8.03  Call of Meetings by Company or
  Securityholders.

             
  In case at any time the Company pursuant to a Board Resolution, or the holders
  of at least 10% in aggregate principal amount of the Debt Securities, as the
  case may be, then outstanding, shall have requested the Trustee to call a
  meeting of Securityholders, by written request setting forth in reasonable
  detail the action proposed to be taken at the meeting, and the Trustee shall
  not have mailed the notice of such meeting within 20 days after receipt of
  such request, then the Company or such Securityholders may determine the time
  and the place in Los Angeles, California for such meeting and may call such
  meeting to take any action authorized in Section 8.01, by mailing notice
  thereof as provided in Section 8.02.

              Section
  8.04  Qualifications for Voting.

  To be entitled to vote at any meeting
  of Securityholders, a Person shall be (a) a holder of one or more Debt
  Securities or (b) a Person appointed by an instrument in writing as proxy by a
  holder of one or more Debt Securities.  The only Persons who shall be
  entitled to be present or to speak at any meeting of Securityholders shall be
  the Persons entitled to vote at such meeting and their counsel and any
  representatives of the Trustee and its counsel and any representatives of the
  Company and its counsel.

              Section
  8.05  Regulations.

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

             
  The Trustee shall, by an instrument in writing, appoint a temporary chairman
  of the meeting, unless the meeting shall have been called by the Company or by
  Securityholders as provided in Section 8.03, in which case the Company or the
  Securityholders calling the meeting, as the case may be, shall in like manner
  appoint a temporary chairman. A permanent chairman and a permanent secretary
  of the meeting shall be elected by majority vote at the meeting.

             
  Subject to the provisions of Section 7.04, at any meeting each holder of Debt
  Securities with respect to which such meeting is being held or proxy therefor
  shall be entitled to one vote for each $1,000 principal amount of Debt
  Securities held or represented by such holder; provided, however,
  that no vote shall be cast or counted at any meeting in respect of any Debt
  Security challenged as not outstanding and ruled by the chairman of the
  meeting to be not outstanding.  The chairman of the meeting shall have no
  right to vote other than by virtue of Debt Securities held by such chairman or
  instruments in writing as aforesaid duly designating such chairman as the
  Person to vote on behalf of other Securityholders.  Any meeting of
  Securityholders duly called pursuant to the provisions of Section 8.02 or 8.03
  may be adjourned from time to time by a majority of those present, whether or
  not constituting a quorum, and the meeting may be held as so adjourned without
  further notice.

  

                                                                             
  43

  

  Section 8.06   Voting.

             
  The vote upon any resolution submitted to any meeting of holders of Debt
  Securities with respect to which such meeting is being held shall be by
  written ballots on which shall be subscribed the signatures of such holders or
  of their representatives by proxy and the serial number or numbers of the Debt
  Securities held or represented by them.  The permanent chairman of the
  meeting shall appoint two inspectors of votes who shall count all votes cast
  at the meeting for or against any resolution and who shall make and file with
  the secretary of the meeting their verified written reports in triplicate of
  all votes cast at the meeting. A record in duplicate of the proceedings of
  each meeting of Securityholders shall be prepared by the secretary of the
  meeting and there shall be attached to said record the original reports of the
  inspectors of votes on any vote by ballot taken thereat and affidavits by one
  or more Persons having knowledge of the facts setting forth a copy of the
  notice of the meeting and showing that said notice was mailed as provided in
  Section 8.02.  The record shall show the serial numbers of the Debt
  Securities voting in favor of or against any resolution. The record shall be
  signed and verified by the affidavits of the permanent chairman and secretary
  of the meeting and one of the duplicates shall be delivered to the Company and
  the other to the Trustee to be preserved by the Trustee, the latter to have
  attached thereto the ballots voted at the meeting.

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

              Section
  8.07  Quorum; Actions.

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

             
  Except as limited by the proviso in the first paragraph of Section 9.02, any
  resolution presented to a meeting or adjourned meeting duly reconvened at
  which a quorum is present as aforesaid may be adopted by the affirmative vote
  of the holders of a majority in 

  

                                                                             
  44

  

  aggregate principal amount of the
  Debt Securities then outstanding; provided, however, that,
  except as limited by the proviso in the first paragraph of Section 9.02, any
  resolution with respect to any consent, waiver, request, demand, notice,
  authorization, direction or other action that this Indenture expressly
  provides may be given by the holders of not less than a specified percentage
  in outstanding principal amount of the Debt Securities may be adopted at a
  meeting or an adjourned meeting duly reconvened and at which a quorum is
  present as aforesaid only by the affirmative vote of the holders of not less
  than such specified percentage in aggregate principal amount of the Debt
  Securities then outstanding.

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

  ARTICLE IX

  SUPPLEMENTAL INDENTURES

              Section
  9.01   Supplemental Indentures without
  Consent of Securityholders.

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

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

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

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

              (d) 
  to
  add to, delete from, or revise the terms of Debt Securities, including,
  without limitation, any terms relating to the issuance, exchange, registration
  or transfer of Debt Securities, including to provide for transfer procedures
  and restrictions substantially similar to those applicable to the Capital
  Securities, as required by Section 2.05 (for purposes of assuring 

  

                                                                                 
  45

  

  that no registration of Debt Securities is required under the Securities
  Act), provided, that any such action shall not adversely affect the
  interests of the holders of the Debt Securities then outstanding (it being
  understood, for purposes of this proviso, that transfer restrictions on Debt
  Securities substantially similar to those applicable to Capital Securities
  shall not be deemed to adversely affect the holders of the Debt Securities);

              (e) to
  evidence and provide for the acceptance of appointment hereunder by a
  successor Trustee with respect to the Debt Securities and to add to or change
  any of the provisions of this Indenture as shall be necessary to provide for
  or facilitate the administration of the trusts hereunder by more than one
  Trustee, pursuant to the requirements of Section 6.10;

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

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

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

             
  Any supplemental indenture authorized by the provisions of this Section may be
  executed by the Company and the Trustee without the consent of the holders of
  any of the Debt Securities at the time outstanding, notwithstanding any of the
  provisions of Section 9.02.

              Section
  9.02   Supplemental Indentures with
  Consent of Securityholders.

             
  With the consent (evidenced as provided in Section 7.01) of the holders of a
  majority in aggregate principal amount of the Debt Securities at the time
  outstanding affected by such supplemental indenture, the Company, when
  authorized by a Board Resolution, and the Trustee may from time to time and at
  any time enter into an indenture or indentures supplemental hereto (which
  shall conform to the provisions of the Trust Indenture Act, then in effect,
  applicable to indentures qualified thereunder) for the purpose of adding any
  provisions to or changing in any manner or eliminating any of the provisions
  of this Indenture or of any supplemental indenture or of modifying in any
  manner the rights of the holders of the Debt Securities; provided, however,
  that no such supplemental indenture shall, without the consent of the holders
  of each Debt Security then outstanding and affected thereby, (i) change the
  Maturity Date of any Debt Security, or reduce the principal amount thereof or
  any premium thereon, or reduce the rate (or manner of calculation of the rate)
  or extend the time of payment of interest thereon, or reduce (other than as a
  result of the maturity or earlier redemption of any such Debt Security in
  accordance with the terms of this Indenture and such Debt Security) or
  increase the aggregate principal amount of Debt Securities then outstanding,
  or change any of the redemption 

  

                                                                              
  46

  

  provisions, or make the principal
  thereof or any interest or premium thereon payable in any coin or currency
  other than United States Dollars, or impair or affect the right of any
  Securityholder to institute suit for payment thereof, or (ii) reduce the
  aforesaid percentage of Debt Securities the holders of which are required to
  consent to any such supplemental indenture; and provided, further,
  that if the Debt Securities are held by the Trust or the trustee of the Trust,
  such supplemental indenture shall not be effective until the holders of a
  majority in aggregate liquidation amount of the outstanding Capital Securities
  shall have consented to such supplemental indenture; provided, further,
  that if the consent of the Securityholder of each outstanding Debt Security is
  required, such supplemental indenture shall not be effective until each holder
  of the outstanding Capital Securities shall have consented to such
  supplemental indenture.

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

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

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

              Section
  9.03   Effect
  of Supplemental Indentures.

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

              Section
  9.04   Notation on Debt Securities.

             
  Debt Securities authenticated and delivered after the execution of any
  supplemental indenture pursuant to the provisions of this Article IX may bear
  a notation as to any matter provided for in such supplemental indenture. 
  If the Company or the Trustee shall so 

  

                                                                              
  47

  

  determine, new Debt Securities so
  modified as to conform, in the opinion of the Board of Directors of the
  Company, to any modification of this Indenture contained in any such
  supplemental indenture may be prepared and executed by the Company,
  authenticated by the Trustee or the Authenticating Agent and delivered in
  exchange for the Debt Securities then outstanding.

              Section
  9.05   Evidence of Compliance of
  Supplemental Indenture to be Furnished to Trustee.

             
  The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in
  addition to the documents required by Section 14.06, receive an Officers'
  Certificate as conclusive evidence that any supplemental indenture executed
  pursuant hereto complies with the requirements of this Article IX.  The
  Trustee shall also receive an Opinion of Counsel as conclusive evidence that
  any supplemental indenture executed pursuant to this Article IX is authorized
  or permitted by, and conforms to, the terms of this Article IX and that it is
  proper for the Trustee under the provisions of this Article IX to join in the
  execution thereof.

  ARTICLE X

  REDEMPTION OF SECURITIES

              Section
  10.01   Optional Redemption.

             
  The Company shall have the right, subject to the receipt by the Company of the
  prior approval from the OTS, if then required under applicable capital
  guidelines or policies of the OTS, to redeem the Debt Securities, in whole or
  (provided that all accrued and unpaid interest has been paid on all Debt
  Securities for all Interest Periods terminating on or prior to such date) from
  time to time in part, on any Interest Payment Date on or after November 23,
  2009 (each, an "Optional Redemption Date"), at the Optional
  Redemption Price.

              Section
  10.02   Special Event Redemption.

             
  If a Special Event shall occur and be continuing, the Company shall have the
  right, subject to the receipt by the Company of prior approval from the OTS,
  if then required under applicable capital guidelines or policies of the OTS,
  to redeem the Debt Securities, in whole but not in part, at any time within 90
  days following the occurrence of such Special Event (the "Special
  Redemption Date"), at the Special Redemption Price. 

              Section
  10.03   Notice of Redemption; Selection of Debt
  Securities.

             
  In case the Company shall desire to exercise the right to redeem all, or, as
  the case may be, any part of the Debt Securities, it shall fix a date for
  redemption and shall mail, or cause the Trustee to mail (at the expense of the
  Company), a notice of such redemption at least 30 and not more than 60 days
  prior to the date fixed for redemption to the holders of Debt Securities so to
  be redeemed as a whole or in part at their last addresses as the same appear
  on the Debt Security Register.  Such mailing shall be by first class
  mail.  The notice if mailed in the manner herein provided shall be
  conclusively presumed to have been duly given, whether or not the holder
  receives such notice.  In any case, failure to give such notice by mail
  or any defect in the 

  

  

                                                                             
  48

  

  notice to the holder of any Debt
  Security designated for redemption as a whole or in part shall not affect the
  validity of the proceedings for the redemption of any other Debt Security.

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

             
  Prior to 10:00 a.m., New York City time, on the Optional Redemption Date or
  the Special Redemption Date specified in the notice of redemption given as
  provided in this Section, the Company will deposit with the Trustee or with
  one or more Paying Agents an amount of money sufficient to redeem on such date
  all the Debt Securities so called for redemption at the applicable price
  therefor, together with unpaid interest accrued to such date.

             
  The Company will give the Trustee notice not less than 45 nor more than 75
  days prior to the date fixed for redemption as to the price at which the Debt
  Securities are to be redeemed and the aggregate principal amount of Debt
  Securities to be redeemed and the Trustee shall select, in such manner as in
  its sole discretion it shall deem appropriate and fair, the Debt Securities or
  portions thereof (in integral multiples of $1,000) to be redeemed.

              Section
  10.04  Payment of Debt Securities Called
  for Redemption.

             
  If notice of redemption has been given as provided in Section 10.03, the Debt
  Securities or portions of Debt Securities with respect to which such notice
  has been given shall become due and payable on the related Optional Redemption
  Date or Special Redemption Date (as the case may be) and at the place or
  places stated in such notice at the applicable price therefor, together with
  unpaid interest accrued thereon to said Optional Redemption Date or the
  Special Redemption Date (as the case may be), and on and after said Optional
  Redemption Date or the Special Redemption Date (as the case may be) (unless
  the Company shall default in the payment of such Debt Securities at the
  redemption price, together with unpaid interest accrued thereon to said date)
  interest on the Debt Securities or portions of Debt Securities so called for
  redemption shall cease to accrue.  On presentation and surrender of such
  Debt Securities at a place of payment specified in said notice, such Debt
  Securities or the specified portions thereof shall be paid and redeemed by the
  Company at the applicable price therefor, together with unpaid interest, if
  any, accrued thereon to said Optional Redemption Date or the Special
  Redemption Date (as the case may be); provided, however, that
  interest payable on any Interest Payment Date on or prior to said Optional
  Redemption Date or the Special Redemption Date will be paid to the holders on
  the relevant regular record date.

  

                                                                         
  49

  

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

  ARTICLE XI

  CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

             
  Section 11.01 Company May
  Consolidate, etc., on Certain Terms.

             
  Nothing contained in this Indenture or in the Debt Securities shall prevent
  any consolidation or merger of the Company with or into any other corporation
  or corporations (whether or not affiliated with the Company) or successive
  consolidations or mergers in which the Company or its successor or successors
  shall be a party or parties, or shall prevent any sale, conveyance, transfer
  or other disposition of all or substantially all of the property or capital
  stock of the Company or its successor or successors to any other corporation
  (whether or not affiliated with the Company or its successor or successors)
  authorized to acquire and operate the same; provided, however,
  that the Company hereby covenants and agrees that (i) upon any such
  consolidation, merger (where the Company is not the surviving corporation),
  sale, conveyance, transfer or other disposition, the successor entity shall be
  a corporation organized and existing under the laws of the United States or
  any state thereof or the District of Columbia (unless such corporation has (1)
  agreed to make all payments due in respect of the Debt Securities or, if
  outstanding, the Trust Securities and the Capital Securities Guarantee without
  withholding or deduction for, or on account of, any taxes, duties, assessments
  or other governmental charges under the laws or regulations of the
  jurisdiction of organization or residence (for tax purposes) of such
  corporation or any political subdivision or taxing authority thereof or
  therein unless required by applicable law, in which case such corporation
  shall have agreed to pay such additional amounts as shall be required so that
  the net amounts received and retained by the holders of such Debt Securities
  or Trust Securities, as the case may be, after payment of all taxes (including
  withholding taxes), duties, assessments or other governmental charges, will be
  equal to the amounts that such holders would have received and retained had no
  such taxes (including withholding taxes), duties, assessments or other
  governmental charges been imposed, (2) irrevocably and unconditionally
  consented and submitted to the jurisdiction of any United States federal court
  or New York state court, in each case located in the Borough of Manhattan, The
  City of New York, in respect of any action, suit or proceeding against it
  arising out of or in connection with this Indenture, the Debt Securities, the
  Capital Securities Guarantee or the Declaration and irrevocably and
  unconditionally waived, to the fullest extent permitted by law, any objection
  to the laying of venue in any such court or that any such action, suit or
  proceeding has been brought in an inconvenient forum and (3) irrevocably
  appointed an agent in The City of New York for service of process in any
  action, suit or proceeding referred to in clause (2) above) and such
  corporation expressly assumes all of the obligations of the Company under the
  Debt Securities, this Indenture, the Capital Securities Guarantee and the
  Declaration and (ii) after giving effect to any such consolidation,
  merger, sale, conveyance, transfer or other disposition, no Default or Event
  of Default shall have occurred and be continuing.

  

                                                                                 
  50

  

              Section
  11.02 Successor Entity to be Substituted.

             
  In case of any such consolidation, merger, sale, conveyance, transfer or other
  disposition contemplated in Section 11.01 and upon the assumption by the
  successor corporation, by supplemental indenture, executed and delivered to
  the Trustee and reasonably satisfactory in form to the Trustee, of the due and
  punctual payment of the principal of and premium, if any, and interest on all
  of the Debt Securities and the due and punctual performance and observance of
  all of the covenants and conditions of this Indenture to be performed or
  observed by the Company, such successor corporation shall succeed to and be
  substituted for the Company, with the same effect as if it had been named
  herein as the Company, and thereupon the predecessor entity shall be relieved
  of any further liability or obligation hereunder or upon the Debt
  Securities.  Such successor corporation thereupon may cause to be signed,
  and may issue either in its own name or in the name of the Company, any or all
  of the Debt Securities issuable hereunder which theretofore shall not have
  been signed by the Company and delivered to the Trustee or the Authenticating
  Agent; and, upon the order of such successor corporation instead of the
  Company and subject to all the terms, conditions and limitations in this
  Indenture prescribed, the Trustee or the Authenticating Agent shall
  authenticate and deliver any Debt Securities which previously shall have been
  signed and delivered by the officers of the Company to the Trustee or the
  Authenticating Agent for authentication, and any Debt Securities which such
  successor corporation thereafter shall cause to be signed and delivered to the
  Trustee or the Authenticating Agent for that purpose.  All the Debt
  Securities so issued shall in all respects have the same legal rank and
  benefit under this Indenture as the Debt Securities theretofore or thereafter
  issued in accordance with the terms of this Indenture as though all of such
  Debt Securities had been issued at the date of the execution hereof.

              Section
  11.03  Opinion of Counsel to be Given to
  Trustee.

             
  The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall
  receive, in addition to the Opinion of Counsel required by Section 9.05, an
  Opinion of Counsel as conclusive evidence that any consolidation, merger,
  sale, conveyance, transfer or other disposition, and any assumption, permitted
  or required by the terms of this Article XI complies with the provisions of
  this Article XI.

  ARTICLE XII

  SATISFACTION AND DISCHARGE OF INDENTURE

              Section
  12.01  Discharge of Indenture.

             
  When (a) the Company shall deliver to the Trustee for cancellation all Debt
  Securities theretofore authenticated (other than any Debt Securities which
  shall have been destroyed, lost or stolen and which shall have been replaced
  or paid as provided in Section 2.06) and not theretofore canceled, or (b) all
  the Debt Securities not theretofore canceled or delivered to the Trustee for
  cancellation shall have become due and payable, or are by their terms to
  become due and payable within one year or are to be called for redemption
  within one year under arrangements satisfactory to the Trustee for the giving
  of notice of redemption, and the Company shall deposit with the Trustee, in
  trust, funds, which shall be immediately due and payable, sufficient to pay at
  maturity or upon redemption all of the Debt Securities (other than any Debt 

  

  

                                                                              
  51

  

  Securities which shall have been
  destroyed, lost or stolen and which shall have been replaced or paid as
  provided in Section 2.06) not theretofore canceled or delivered to the Trustee
  for cancellation, including principal and premium, if any, and interest due or
  to become due to the Maturity Date, any Optional Redemption Date or the
  Special Redemption Date, as the case may be, but excluding, however, the
  amount of any moneys for the payment of principal of and premium, if any, or
  interest on the Debt Securities (1) theretofore repaid to the Company in
  accordance with the provisions of Section 12.04, or (2) paid to any state or
  to the District of Columbia pursuant to its unclaimed property or similar
  laws, and if in the case of either clause (a) or (b) above the Company shall
  also pay or cause to be paid all other sums payable hereunder by the Company,
  then this Indenture shall cease to be of further effect except for the
  provisions of Sections 2.05, 2.06, 3.01, 3.02, 3.04, 6.06, 6.09 and 12.04
  hereof, which shall survive until such Debt Securities shall mature or are
  redeemed, as the case may be, and are paid in full.  Thereafter, Sections
  6.06, 6.09 and 12.04 shall survive, and the Trustee, on demand of the Company
  accompanied by an Officers' Certificate and an Opinion of Counsel, each
  stating that all conditions precedent herein provided for relating to the
  satisfaction and discharge of this Indenture have been complied with, and at
  the cost and expense of the Company, shall execute proper instruments
  acknowledging satisfaction of and discharging this Indenture, the Company,
  however, hereby agreeing to reimburse the Trustee for any costs or expenses
  thereafter reasonably and properly incurred by the Trustee in connection with
  this Indenture or the Debt Securities.

              Section
  12.02    Deposited Moneys to be
  Held in Trust by Trustee.

  Subject to the provisions of Section
  12.04, all moneys deposited with the Trustee pursuant to Section 12.01 shall
  be held in trust and applied by it to the payment, either directly or through
  any Paying Agent (including the Company if acting as its own Paying Agent), to
  the holders of the particular Debt Securities for the payment of which such
  moneys have been deposited with the Trustee, of all sums due and to become due
  thereon for principal, premium, if any, and interest.

  Section 12.03    Paying
  Agent to Repay Moneys Held.

         
  Upon the satisfaction and discharge of this Indenture, all moneys then held by
  any Paying Agent of the Debt Securities (other than the Trustee) shall, upon
  demand of the Company, be repaid to the Company or paid to the Trustee, and
  thereupon such Paying Agent shall be released from all further liability with
  respect to such moneys.

  Section 12.04    Return
  of Unclaimed Moneys.

             
  Any moneys deposited with or paid to the Trustee or any Paying Agent for
  payment of the principal of and premium, if any, or interest on Debt
  Securities and not applied but remaining unclaimed by the holders of Debt
  Securities for two years after the date upon which the principal of and
  premium, if any, or interest on such Debt Securities, as the case may be,
  shall have become due and payable, shall be repaid to the Company by the
  Trustee or such Paying Agent on written demand; and the holder of any of the
  Debt Securities shall thereafter look only to the Company for any payment
  which such holder may be entitled to collect and all liability of the Trustee
  or such Paying Agent with respect to such moneys shall thereupon cease.

  

  

                                                                                 
  52

  

  ARTICLE XIII

  IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

  OFFICERS AND DIRECTORS

              Section
  13.01    Indenture and Debt
  Securities Solely Corporate Obligations.

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

  ARTICLE XIV

  MISCELLANEOUS PROVISIONS

              Section
  14.01    Successors.

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

              Section
  14.02     Official
  Acts by Successor Entity.

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

              Section
  14.03    Surrender of Company
  Powers.

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

              Section
  14.04   Addresses for Notices, etc.

             
  Any notice or demand which by any provision of this Indenture is required or
  permitted to be given or served by the Trustee or by the Securityholders on
  the Company may be given or served in writing by being deposited postage
  prepaid by registered or certified mail in a post office letter box addressed
  (until another address is filed by the Company with the Trustee for such
  purpose) to the Company at 350 South Garey Avenue, Pomona, California 91766,
  Attention: Gregory C. Talbott.  Any notice, direction, request or demand
  by any Securityholder 

  

                                                                                 
  53

  

  or the Company to or upon the Trustee
  shall be deemed to have been sufficiently given or made, for all purposes, if
  given or made in writing at the office of Wilmington Trust Company at Rodney
  Square North, 1100 North Market Street, Wilmington, DE 19890-0001, Attention:
  Corporate Capital Markets.

              Section
  14.05   Governing Law.

             
  This Indenture and the Debt Securities shall each be governed by, and
  construed in accordance with, the laws of the State of New York, without
  regard to conflict of laws principles of said State other than Section 5-1401
  of the New York General Obligations Law.

               Section
  14.06    Evidence of Compliance
  with Conditions Precedent.

             
  Upon any application or demand by the Company to the Trustee to take any
  action under any of the provisions of this Indenture, the Company shall
  furnish to the Trustee an Officers' Certificate stating that in the opinion of
  the signers all conditions precedent, if any, provided for in this Indenture
  relating to the proposed action have been complied with and an Opinion of
  Counsel stating that, in the opinion of such counsel, all such conditions
  precedent have been complied with (except that no such Opinion of Counsel is
  required to be furnished to the Trustee in connection with the authentication
  and issuance of Debt Securities).

             
  Each certificate or opinion provided for in this Indenture and delivered to
  the Trustee with respect to compliance with a condition or covenant provided
  for in this Indenture (except certificates delivered pursuant to Section 3.05)
  shall include (a) a statement that the person making such certificate or
  opinion has read such covenant or condition and the definitions relating
  thereto; (b) a brief statement as to the nature and scope of the examination
  or investigation upon which the statements or opinions contained in such
  certificate or opinion are based; (c) a statement that, in the opinion of such
  person, he or she has made such examination or investigation as is necessary
  to enable him or her to express an informed opinion as to whether or not such
  covenant or condition has been complied with; and (d) a statement as to
  whether or not, in the opinion of such person, such condition or covenant has
  been complied with.

              Section
  14.07    Business Day Convention.

             
  Notwithstanding anything to the contrary contained herein, if any Interest
  Payment Date, other than the Maturity Date, any Optional Redemption Date or
  the Special Redemption Date, falls on a day that is not a Business Day, then
  any interest payable will be paid on, and such Interest Payment Date will be
  moved to, the next succeeding Business Day, and additional interest will
  accrue for each day that such payment is delayed as a result thereof.  If
  the Maturity Date, any Optional Redemption Date or the Special Redemption Date
  falls on a day that is not a Business Day, then the principal, premium, if
  any, and/or interest payable on such date will be paid on the next succeeding
  Business Day, and no additional interest will accrue in respect of such
  payment made on such next succeeding Business Day.

  

                                                                                 
  54

  

                 
  Section 14.08    Table
  of Contents, Headings, etc.

                 
  The table of contents and the titles and headings of the Articles and Sections
  of this Indenture have been inserted for convenience of reference only, are
  not to be considered a part hereof, and shall in no way modify or restrict any
  of the terms or provisions hereof.

                 
  Section 14.09   Execution
  in Counterparts.

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

             
  Section 14.10  Separability.

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

              Section
  14.11    Assignment.

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

              Section
  14.12    Acknowledgment of Rights.

             
  The Company acknowledges that, with respect to any Debt Securities held by the
  Trust or a trustee of the Trust, if such trustee of the Trust fails to enforce
  its rights under this Indenture as the holder of Debt Securities held as the
  assets of the Trust after the holders of a majority in aggregate liquidation
  amount of the outstanding Capital Securities of the Trust have so directed in
  writing such trustee, a holder of record of such Capital Securities may, to
  the fullest extent permitted by law, institute legal proceedings directly
  against the Company to enforce such trustee's rights under this Indenture
  without first instituting any legal proceedings against such trustee or any
  other Person.  Notwithstanding the foregoing, if an Event of Default has
  occurred and is continuing and such event is attributable to the failure of
  the Company to pay interest or premium, if any, on or principal of the Debt
  Securities on the date such interest, premium, if any, or principal is
  otherwise due and payable (or, in the case of redemption, on the related
  Optional Redemption Date or the Special Redemption Date (as the case may be)),
  the Company acknowledges that a holder of outstanding Capital Securities of
  the Trust may directly institute a proceeding against the Company for
  enforcement of payment to such holder directly of the principal of or premium,
  if any, or interest on the Debt Securities having an aggregate principal
  amount equal to the aggregate liquidation amount of the Capital Securities of
  such 

  

                                                                               
  55

  

  holder on or after the respective due
  date (or Optional Redemption Date or Special Redemption Date (as the case may
  be)) specified in the Debt Securities.

  ARTICLE XV

  SUBORDINATION OF DEBT SECURITIES

              Section
  15.01    Agreement to Subordinate.

             
  The Company covenants and agrees, and each holder of Debt Securities issued
  hereunder and under any supplemental indenture (the "Additional
  Provisions") by such holder's acceptance thereof likewise covenants and
  agrees, that all Debt Securities shall be issued subject to the provisions of
  this Article XV; and each holder of a Debt Security, whether upon original
  issue or upon transfer or assignment thereof, accepts and agrees to be bound
  by such provisions.

             
  The payment by the Company of the payments due on all Debt Securities issued
  hereunder and under any Additional Provisions shall, to the extent and in the
  manner hereinafter set forth, be subordinated and junior in right of payment
  to the prior payment in full of all Senior Indebtedness of the Company,
  whether outstanding at the date of this Indenture or thereafter incurred.

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

              Section
  15.02    Default on Senior
  Indebtedness.

             
  In the event and during the continuation of any default by the Company in the
  payment of principal, premium, interest or any other payment due on any Senior
  Indebtedness of the Company following any applicable grace period, or in the
  event that the maturity of any Senior Indebtedness of the Company has been
  accelerated because of a default, and such acceleration has not been rescinded
  or canceled and such Senior Indebtedness has not been paid in full, then, in
  either case, no payment shall be made by the Company with respect to the
  payments due on the Debt Securities.

             
  In the event that, notwithstanding the foregoing, any payment shall be
  received by the Trustee or any Securityholder when such payment is prohibited
  by the preceding paragraph of this Section, such payment shall, subject to
  Section 15.06, be held in trust for the benefit of, and shall be paid over or
  delivered to, the holders of Senior Indebtedness or their respective
  representatives, or to the trustee or trustees under any indenture pursuant to
  which any of such Senior Indebtedness may have been issued, as their
  respective interests may appear, but only to the extent that the holders of
  the Senior Indebtedness (or their representative or representatives or
  trustee) notify the Trustee in writing within 90 days of such payment of the
  amounts then due and owing on the Senior Indebtedness and only the amounts
  specified in such notice to the Trustee shall be paid to the holders of Senior
  Indebtedness.

              Section
  15.03    Liquidation;
  Dissolution; Bankruptcy.

             
  Upon any payment by the Company or
  distribution of assets of the Company of any kind or character, whether in
  cash, property or securities, to creditors upon any dissolution, 

  

                                                                             
  56

  

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

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

             
  For purposes of this Article XV, the words "cash, property or
  securities" shall not be deemed to include shares of stock of the Company
  as reorganized or readjusted, or securities of the Company or any other
  corporation provided for by a plan of reorganization or readjustment, the
  payment of which is subordinated at least to the extent provided in this
  Article XV with respect to the Debt Securities to the payment of all Senior
  Indebtedness of the Company, that may at the time be outstanding, provided,
  that (a) such Senior Indebtedness is assumed by the new corporation, if any,
  resulting from any such reorganization or readjustment, and (b) the rights of
  the holders of such Senior Indebtedness are not, without the consent of such
  holders, altered by such reorganization or readjustment.  The
  consolidation of the Company with, or the merger of the Company into, another
  corporation or the liquidation or dissolution of the Company following the
  conveyance, transfer or other disposition of its property as an entirety, or
  substantially as an entirety, to another corporation upon the terms and
  conditions provided for in Article XI of this Indenture shall not be deemed a
  dissolution, winding-up, liquidation or reorganization for the purposes of
  this Section if such other corporation shall, as a part of such 

                                                                               
  57

  

  consolidation, merger, conveyance or
  transfer, comply with the conditions stated in Article XI of this
  Indenture.  Nothing in Section 15.02 or in this Section shall apply to
  claims of, or payments to, the Trustee under or pursuant to Section 6.06 of
  this Indenture.

                 
  Section 15.04    Subrogation.

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

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

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

  

                                                                             
  58

  

              Section
  15.05    Trustee to Effectuate
  Subordination.

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

              Section
  15.06    Notice by the Company.

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

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

              Section
  15.07    Rights of the Trustee;
  Holders of Senior Indebtedness.

             
  The Trustee, in its individual capacity, shall be entitled to all the rights
  set forth in this Article XV in respect of any Senior Indebtedness at any time
  held by it, to the same extent as 

                                                                                 
  59

  

  any other holder of Senior
  Indebtedness, and nothing in this Indenture or any Additional Provisions shall
  deprive the Trustee of any of its rights as such holder.

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

             
  Nothing in this Article XV shall apply to claims of, or payments to, the
  Trustee under or pursuant to Section 6.06.

              Section
  15.08    Subordination May Not Be
  Impaired.

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

             
  Without in any way limiting the generality of the foregoing paragraph, the
  holders of Senior Indebtedness of the Company may, at any time and from time
  to time, without the consent of or notice to the Trustee or the
  Securityholders, without incurring responsibility to the Securityholders and
  without impairing or releasing the subordination provided in this Article XV
  or the obligations hereunder of the holders of the Debt Securities to the
  holders of such Senior Indebtedness, do any one or more of the following: (a)
  change the manner, place or terms of payment or extend the time of payment of,
  or renew or alter, such Senior Indebtedness, or otherwise amend or supplement
  in any manner such Senior Indebtedness or any instrument evidencing the same
  or any agreement under which such Senior Indebtedness is outstanding; (b)
  sell, exchange, release or otherwise deal with any property pledged, mortgaged
  or otherwise securing such Senior Indebtedness; (c) release any Person liable
  in any manner for the collection of such Senior Indebtedness; and (d) exercise
  or refrain from exercising any rights against the Company or any other Person.

                                                                                 
  60

  
  

             
  Wilmington Trust Company, in its capacity as Trustee, hereby accepts the
  trusts in this Indenture declared and provided, upon the terms and conditions
  herein above set forth.

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

                                                                                  
  PFF Bancorp, Inc.

                                                                                 
  By:  /s/ Gregory C. Talbott                      

                                                                                         
  Name: Gregory C. Talbott

                                                                                         
  Title: Executive Vice President,  

                                                                                                 
  Chief Financial Officer and Treasuer

                                                                                 
  WILMINGTON TRUST COMPANY,

                                                                                 
  as Trustee

                                                                                 
  By:  /s/ W. Thomas Morris, II                    

                                                                                         
  Name: W. Thomas Morris, II

                                                                                         
  Title:    Senior Financial Services Officer





                                                                               
61

  

                                                                                                                         
  EXHIBIT A

   

  FORM OF DEBT SECURITY

  [FORM OF FACE OF
  SECURITY]

  THIS SECURITY HAS NOT BEEN
  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
  ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES
  LAWS.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
  BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
  DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
  SECURITIES ACT.  THE HOLDER OF THIS SECURITY OR ANY INTEREST OR
  PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE,
  AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
  PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
  SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES
  ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
  LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER
  THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH
  INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (ii) SUCH LATER
  DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW,
  ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
  ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
  "QUALIFIED INSTITUTIONAL BUYER", AS DEFINED IN RULE 144A, THAT
  PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL
  BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON
  RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
  THE SECURITIES ACT TO AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
  SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF RULE 501 UNDER THE SECURITIES
  ACT THAT IS ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS
  OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN ACCREDITED INVESTOR, FOR INVESTMENT
  PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
  DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND
  SALES TO NON-US PERSONS THAT OCCUR OUTSIDE THE UNITED STATES PURSUANT TO
  REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE
  EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
  THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
  CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
  CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH
  THE 

  

                                                                             
  A-1

  

   

  INDENTURE, A COPY OF WHICH MAY BE
  OBTAINED FROM THE COMPANY.  THE HOLDER OF THIS SECURITY OR ANY INTEREST
  OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
  BE, AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

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

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

  THIS SECURITY WILL BE ISSUED AND
  MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $100,000 AND MULTIPLES OF
  $1,000 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY IN
  DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
  EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE 

  

                                                                             
  A-2

  

  SHALL BE DEEMED NOT TO BE THE
  HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY
  PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
  SECURITY OR SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE
  SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY
  INTEREST OR PARTICIPATION HEREIN.

  THIS OBLIGATION IS NOT A DEPOSIT
  AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED
  STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION (THE
  "FDIC").  THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF THE
  DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE COMPANY, IS
  INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES
  AND IS NOT SECURED.

  Floating Rate Junior
  Subordinated Debt Security due 2034

  of

  PFF Bancorp, Inc.

             
  PFF Bancorp, Inc., a savings and loan
  holding company incorporated in the State of Delaware (the
  "Company", which term includes any successor permitted under the
  Indenture (as defined herein)), for value received, promises to pay to
  Wilmington Trust Company, not in its individual capacity but solely as
  Institutional Trustee for PFF Bancorp Capital Trust I, a Delaware statutory
  trust, or registered assigns, the principal amount of THIRTY MILLION NINE
  HUNDRED TWENTY-EIGHT THOUSAND Dollars ($30,928,000) on November 23, 2034 (the
  "Maturity Date") (or any Optional Redemption Date or the Special
  Redemption Date, each as defined herein, or any earlier date of acceleration
  of the maturity of this Debt Security), and to pay interest on the outstanding
  principal amount of this Debt Security from September 30, 2004, or from the
  most recent Interest Payment Date (as defined below) to which interest has
  been paid or duly provided for, quarterly (subject to deferral as set forth
  herein) in arrears on February 23, May 23, August 23 and November 23 of each
  year, commencing on November 23, 2004 (each, an "Interest Payment
  Date"), at a rate per annum, which, with respect to any Interest Period
  (as defined in the Indenture), will be equal to LIBOR (as defined in the
  Indenture), as determined on the LIBOR Determination Date (as defined in the
  Indenture) for such Interest Period (or, in the case of the first Interest
  Period, will be 2.01%), plus 2.20% (the "Interest Rate") (provided
  that the Interest Rate for any Interest Period may not exceed the highest rate
  permitted by New York law, as the same may be modified by United States law of
  general application) until the principal hereof shall have been paid or duly
  provided for, and on any overdue principal and (without duplication and to the
  extent that payment of such interest is enforceable under applicable law) on
  any overdue installment of interest at an annual rate equal to the then
  applicable Interest Rate, compounded quarterly.  The amount of interest
  payable for any Interest Period shall be computed on the basis of a 360-day
  year and the actual number of days elapsed in such Interest Period.

             
  The interest installment so payable,
  and punctually paid or duly provided for, on any Interest Payment Date will,
  as provided in the Indenture, be paid to the Person in whose 

  

  

                                                                             
  A-3

  

  name this Debt Security (or one or
  more Predecessor Securities, as defined in the Indenture) is registered at the
  close of business on the "regular record date" for such interest
  installment, which shall be the fifteenth day prior to such Interest Payment
  Date, whether or not such day is a Business Day (as defined herein).  Any
  such interest installment (other than Deferred Interest (as defined herein))
  not punctually paid or duly provided for shall forthwith cease to be payable
  to the holders on such regular record date and may be paid to the Person in
  whose name this Debt Security (or one or more Predecessor Securities) is
  registered at the close of business on a special record date to be fixed by
  the Trustee for the payment of such defaulted interest, notice whereof shall
  be given to the holders of the Debt Securities not less than 10 days prior to
  such special record date, all as more fully provided in the Indenture.

             
  Payment of the principal of and premium, if any, and interest on this Debt
  Security due on the Maturity Date, any Optional Redemption Date or the Special
  Redemption Date, as the case may be, shall be made in immediately available
  funds against presentation and surrender of this Debt Security at the office
  or agency of the Trustee maintained for that purpose in Wilmington, Delaware,
  or at the office or agency of any other Paying Agent appointed by the Company
  maintained for that purpose in Wilmington, Delaware or Los Angeles,
  California.  Payment of interest on this Debt Security due on any
  Interest Payment Date other than the Maturity Date, any Optional Redemption
  Date or the Special Redemption Date, as the case may be, shall be made at the
  option of the Company by check mailed to the holder thereof at such address as
  shall appear in the Debt Security Register or by wire transfer of immediately
  available funds to an account appropriately designated by the holder
  hereof.  Notwithstanding the foregoing, so long as the holder of this
  Debt Security is the Institutional Trustee, payment of the principal of and
  premium, if any, and interest on this Debt Security shall be made in
  immediately available funds when due at such place and to such account as may
  be designated by the Institutional Trustee.  All payments in respect of
  this Debt Security shall be payable in any coin or currency of the United
  States of America that at the time of payment is legal tender for payment of
  public and private debts.

             
  Notwithstanding anything to the contrary contained herein, if any Interest
  Payment Date, other than the Maturity Date, any Optional Redemption Date or
  the Special Redemption Date, falls on a day that is not a Business Day, then
  any interest payable will be paid on, and such Interest Payment Date will be
  moved to, the next succeeding Business Day, and additional interest will
  accrue for each day that such payment is delayed as a result thereof.  If
  the Maturity Date, any Optional Redemption Date or the Special Redemption Date
  falls on a day that is not a Business Day, then the principal, premium, if
  any, and/or interest payable on such date will be paid on the next succeeding
  Business Day, and no additional interest will accrue in respect of such
  payment made on such next succeeding Business Day.

             
  So long as no Event of Default has occurred and is continuing, the Company
  shall have the right, from time to time and without causing an Event of
  Default, to defer payments of interest on the Debt Securities by extending the
  interest payment period on the Debt Securities at any time and from time to
  time during the term of the Debt Securities, for up to 20 consecutive
  quarterly periods (each such extended interest payment period, together with
  all previous and further consecutive extensions thereof, is referred to herein
  as an "Extension Period").  No Extension Period may end on a
  date other than an Interest Payment Date or extend beyond the Maturity Date,
  any Optional Redemption Date or the Special Redemption Date, as the case may

  

  

                                                                                 
  A-4

  

   be.  During any Extension
  Period, interest will continue to accrue on the Debt Securities, and interest
  on such accrued interest (such accrued interest and interest thereon referred
  to herein as "Deferred Interest") will accrue at an annual rate
  equal to the Interest Rate applicable during such Extension Period, compounded
  quarterly from the date such Deferred Interest would have been payable were it
  not for the Extension Period, to the extent permitted by applicable law. 
  No interest or Deferred Interest (except any Additional Amounts (as defined in
  the Indenture) that may be due and payable) shall be due and payable during an
  Extension Period, except at the end thereof.  At the end of any Extension
  Period, the Company shall pay all Deferred Interest then accrued and unpaid on
  the Debt Securities; provided, however, that during any
  Extension Period, the Company may not (i) declare or pay any dividends or
  distributions on, or redeem, purchase, acquire, or make a liquidation payment
  with respect to, any of the Company's capital stock, (ii) make any payment of
  principal of or premium, if any, or interest on or repay, repurchase or redeem
  any debt securities of the Company that rank pari passu in all respects
  with or junior in interest to the Debt Securities or (iii) make any payment
  under any guarantees of the Company that rank in all respects pari passu
  with or junior in respect to the Capital Securities Guarantee  
  (other than (a) repurchases, redemptions or other acquisitions of shares of
  capital stock of the Company (A) in connection with any employment contract,
  benefit plan or other similar arrangement with or for the benefit of one or
  more employees, officers, directors or consultants, (B) in connection with a
  dividend reinvestment or stockholder stock purchase plan or (C) in connection
  with the issuance of capital stock of the Company (or securities convertible
  into or exercisable for such capital stock), as consideration in an
  acquisition transaction entered into prior to such Extension Period, (b) as a
  result of any exchange or conversion of any class or series of the Company's
  capital stock (or any capital stock of a subsidiary of the Company) for any
  class or series of the Company's capital stock or of any class or series of
  the Company's indebtedness for any class or series of the Company's capital
  stock, (c) the purchase of fractional interests in shares of the Company's
  capital stock pursuant to the conversion or exchange provisions of such
  capital stock or the security being converted or exchanged, (d) any
  declaration of a dividend in connection with any stockholder's rights plan, or
  the issuance of rights, stock or other property under any stockholder's rights
  plan, or the redemption or repurchase of rights pursuant thereto or (e) any
  dividend in the form of stock, warrants, options or other rights where the
  dividend stock or the stock issuable upon exercise of such warrants, options
  or other rights is the same stock as that on which the dividend is being paid
  or ranks pari passu with or junior to such stock).  Prior to the
  termination of any Extension Period, the Company may further extend such
  Extension Period, provided, that no Extension Period (including all
  previous and further consecutive extensions that are part of such Extension
  Period) shall exceed 20 consecutive quarterly periods.  Upon the
  termination of any Extension Period and upon the payment of all Deferred
  Interest, the Company may commence a new Extension Period, subject to the
  foregoing requirements.  The Company must give the Trustee notice of its
  election to begin or extend an Extension Period at least one Business Day
  prior to the regular record date applicable to the next succeeding Interest
  Payment Date.

             
  The indebtedness evidenced by this Debt Security is, to the extent provided in
  the Indenture, subordinate and junior in right of payment to the prior payment
  in full of all Senior Indebtedness (as defined in the Indenture), and this
  Debt Security is issued subject to the provisions of the Indenture with
  respect thereto.  Each holder of this Debt Security, by accepting the
  same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
  directs the Trustee on such holder's behalf to take such action as may be
  necessary or appropriate to

  

  

                                                                             
  A-5

  

  acknowledge or effectuate the
  subordination so provided and (c) appoints the Trustee such holder's
  attorney-in-fact for any and all such purposes.  Each holder hereof, by
  such holder's acceptance hereof, hereby waives all notice of the acceptance of
  the subordination provisions contained herein and in the Indenture by each
  holder of Senior Indebtedness, whether now outstanding or hereafter incurred,
  and waives reliance by each such holder upon said provisions.

             
  The Company waives diligence, presentment, demand for payment, notice of
  nonpayment, notice of protest, and all other demands and notices.

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

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

             
  This Debt Security may contain more than one counterpart of the signature page
  and this Debt Security may be executed and authenticated by the affixing of
  the signature of a proper officer of the Company, and the signature of the
  Trustee providing authentication, to any of such counterpart signature
  pages.  All of such counterpart signature pages shall be read as though
  one, and they shall have the same force and effect as though the Company had
  executed, and the Trustee had authenticated, a single signature page.

  

                                                                             
  A-6
  

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

                                                                          
  PFF Bancorp, Inc.

                                                                         
  By:       ______________________________

                                                                         
  Name:

                                                                         
  Title:

  

  Dated:  ______________________, ____

  

  

  CERTIFICATE OF
  AUTHENTICATION

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

                                                                                             
  WILMINGTON TRUST COMPANY,

                                                                                             
  not in its individual capacity but solely as

                                                                                             
  the Trustee

                                                                                             
  By:   ______________________________

                                                                                                     
  Authorized Officer

           
  Dated:  ______________________, ____

  

                                                                                 
  A-7

  
  

  [FORM OF REVERSE OF
  SECURITY]

             
  This Debt Security is one of a duly authorized series of debt securities of
  the Company (collectively, the "Debt Securities"), all issued or to
  be issued pursuant to an Indenture (the "Indenture"), dated as of
  September 30, 2004, duly executed and delivered between the Company and
  Wilmington Trust Company, as Trustee (the "Trustee"), to which
  Indenture and all indentures supplemental thereto reference is hereby made for
  a description of the rights, limitations of rights, obligations, duties and
  immunities thereunder of the Trustee, the Company and the holders of the Debt
  Securities of which this Debt Security is a part.

             
  Upon the occurrence and continuation of a Tax Event, an Investment Company
  Event or a Capital Treatment Event (each, a "Special Event"), the
  Company shall have the right to redeem this Debt Security, at its option, in
  whole with all other Debt Securities but not in part, at any time, within 90
  days following the occurrence of such Special Event (the "Special
  Redemption Date"), at the Special Redemption Price (as defined
  herein).  In the event that the Special Redemption Date falls on a day
  prior to the LIBOR Determination Date for any Interest Period, then the
  Company shall be required to pay to Securityholders, on the Business Day
  following such LIBOR Determination Date, any additional amount of interest
  that would have been payable on the Special Redemption Date had the amount of
  interest determined on such LIBOR Determination Date been known on the first
  day of such Interest Period.

             
  The Company shall also have the right to redeem this Debt Security at its
  option, in whole or (provided that all accrued and unpaid interest has been
  paid on all Debt Securities for all Interest Periods terminating on or prior
  to such date) from time to time in part, on any Interest Payment Date on or
  after November 23, 2009 (each, an "Optional Redemption Date"), at
  the Optional Redemption Price (as defined herein).

             
  Any redemption pursuant to the preceding two paragraphs will be made, subject
  to receipt by the Company of prior approval from the Office of Thrift
  Supervision (the "OTS") if then required under applicable capital
  guidelines or policies of the OTS, upon not less than 30 days' nor more than
  60 days' prior written notice.  If the Debt Securities are only partially
  redeemed by the Company, the Debt Securities will be redeemed pro rata or by
  any other method utilized by the Trustee.  In the event of redemption of
  this Debt Security in part only, a new Debt Security or Debt Securities for
  the unredeemed portion hereof will be issued in the name of the holder hereof
  upon the cancellation hereof.

             
  "Optional Redemption Price" means an amount in cash equal to 100% of
  the principal amount of this Debt Security being redeemed plus unpaid interest
  accrued thereon to the related Optional Redemption Date.

             
  "Special Redemption Price" means, with respect to the redemption of
  this Debt Security following a Special Event, an amount in cash equal to
  104.00% of the principal amount of this Debt Security to be redeemed prior to
  November 23, 2005 and thereafter equal to the percentage of the principal
  amount of this Debt Security that is specified below for the Special
  Redemption Date plus, in each case, unpaid interest accrued thereon to the
  Special Redemption Date:

                                                                             
  A-8

  
  

  	
        Special
        Redemption During the 12-Month

        Period
        Beginning November 23, 2005,

      	
        

        Percentage of Principal Amount

      
	
        2005

      	
        103.20%

      
	
        2006

      	
        102.40%

      
	
        2007

      	
        101.60%

      
	
        2008

      	
        100.80%

      
	
        2009 and thereafter

      	
        100.00%

      


   

             
  In case an Event of Default, as defined in the Indenture, shall have occurred
  and be continuing, the principal of all of the Debt Securities may be
  declared, and, in certain cases, shall ipso facto become, due
  and payable, and upon any such declaration of acceleration shall become due
  and payable, in each case, in the manner, with the effect and subject to the
  conditions provided in the Indenture.

             
  The Indenture contains provisions permitting the Company and the Trustee, with
  the consent of the holders of a majority in aggregate principal amount of the
  Debt Securities at the time outstanding affected thereby, as specified in the
  Indenture, to execute supplemental indentures for the purpose of adding any
  provisions to or changing in any manner or eliminating any of the provisions
  of the Indenture or of any supplemental indenture or of modifying in any
  manner the rights of the holders of the Debt Securities; provided, however,
  that no such supplemental indenture shall, among other things, without the
  consent of the holders of each Debt Security then outstanding and affected
  thereby (i) change the Maturity Date of any Debt Security, or reduce the
  principal amount thereof or any premium thereon, or reduce the rate (or manner
  of calculation of the rate) or extend the time of payment of interest thereon,
  or reduce (other than as a result of the maturity or earlier redemption of any
  such Debt Security in accordance with the terms of the Indenture and such Debt
  Security) or increase the aggregate principal amount of Debt Securities then
  outstanding, or change any of the redemption provisions, or make the principal
  thereof or any interest or premium thereon payable in any coin or currency
  other than United States Dollars, or impair or affect the right of any holder
  to institute suit for payment thereof, or (ii) reduce the aforesaid
  percentage of Debt Securities the holders of which are required to consent to
  any such supplemental indenture.  The Indenture also contains provisions
  permitting the holders of a majority in aggregate principal amount of the Debt
  Securities at the time outstanding, on behalf of the holders of all the Debt
  Securities, to waive any past default in the performance of any of the
  covenants contained in the Indenture, or established pursuant to the
  Indenture, and its consequences, except (a) a default in payments due in
  respect of any of the Debt Securities, (b) in respect of covenants or
  provisions of the Indenture which cannot be modified or amended without the
  consent of the holder of each Debt Security affected, or (c) in respect
  of the covenants of the Company relating to its ownership of Common Securities
  of the Trust.  Any such consent or waiver by the holder of this Debt
  Security (unless revoked as provided in the Indenture) shall be conclusive and
  binding upon such holder and upon 

  

                                                                             
  A-9

  

  all future holders and owners of this
  Debt Security and of any Debt Security issued in exchange herefor or in place
  hereof (whether by registration of transfer or otherwise), irrespective of
  whether or not any notation of such consent or waiver is made upon this Debt
  Security.

             
  No reference herein to the Indenture and no provision of this Debt Security or
  of the Indenture shall alter or impair the obligation of the Company, which is
  absolute and unconditional, to make all payments due on this Debt Security at
  the time and place and at the rate and in the money herein prescribed.

             
  As provided in the Indenture and subject to certain limitations herein and
  therein set forth, this Debt Security is transferable by the holder hereof on
  the Debt Security Register (as defined in the Indenture) of the Company, upon
  surrender of this Debt Security for registration of transfer at the office or
  agency of the Trustee in Wilmington, Delaware, or at any other office or
  agency of the Company in Wilmington, Delaware or Los Angeles, California,
  accompanied by a written instrument or instruments of transfer in form
  satisfactory to the Company or the Trustee duly executed by the holder hereof
  or such holder's attorney duly authorized in writing, and thereupon one or
  more new Debt Securities of authorized denominations and for the same
  aggregate principal amount will be issued to the designated transferee or
  transferees.  No service charge will be made for any such registration of
  transfer, but the Company or the Trustee may require payment of a sum
  sufficient to cover any tax, fee or other governmental charge payable in
  relation thereto as specified in the Indenture.

             
  Prior to due presentment for registration of transfer of this Debt Security,
  the Company, the Trustee, any Authenticating Agent, any Paying Agent, any
  transfer agent and the Debt Security registrar may deem and treat the holder
  hereof as the absolute owner hereof (whether or not this Debt Security shall
  be overdue and notwithstanding any notice of ownership or writing hereon) for
  the purpose of receiving payment of the principal of and premium, if any, and
  interest on this Debt Security and for all other purposes, and none of the
  Company, the Trustee, any Authenticating Agent, any Paying Agent, any transfer
  agent or any Debt Security registrar shall be affected by any notice to the
  contrary.

             
  As provided in the Indenture and subject to certain limitations herein and
  therein set forth, Debt Securities are exchangeable for a like aggregate
  principal amount of Debt Securities of different authorized denominations, as
  requested by the holder surrendering the same. 

             
  The Debt Securities are issuable only in registered certificated form without
  coupons. 

             
  No recourse shall be had for the payment of the principal of or premium, if
  any, or interest on this Debt Security, or for any claim based hereon, or
  otherwise in respect hereof, or based on or in respect of the Indenture,
  against any incorporator, stockholder, officer, director, employee or agent,
  past, present or future, as such, of the Company or of any predecessor or
  successor corporation of the Company, whether by virtue of any constitution,
  statute or rule of law, or by the enforcement of any assessment or penalty or
  otherwise, all such liability being, by the acceptance hereof and as part of
  the consideration for the issuance hereof, expressly waived and released.

  

                                                                                 
  A-10

  

             
  All terms used but not defined in this Debt Security shall have the meanings
  assigned to them in the Indenture.

             
  THIS DEBT SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
  LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
  OF SAID STATE OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
  LAW.

   







                                                                                 
  A-11