**Exhibit10.10**

AMENDED AND RESTATED DECLARATION

OF TRUST

CHINO STATUTORY TRUST I

Dated as of October 27, 2006

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**TABLE OF CONTENTS**
|                                 | ** ** | ** **                                                                   | ** ** | **Page** |
|---------------------------------|------------|------------------------------------------------------------------------------|------------|----------|
|                            |       |                                                                         |
| ARTICLE I                       |       |                                                                         |
| INTERPRETATION  AND DEFINITIONS |       |                                                                         |
| SECTION 1.1.                    |       | Definitions                                                                  |       | 1        |
| ARTICLE II                      |       |                                                                         |
| ORGANIZATION                    |       |                                                                         |
| SECTION 2.1.                    |       | Name                                                                         |       | 8        |
| SECTION 2.2.                    |       | Office                                                                       |       | 8        |
| SECTION 2.3.                    |       | Purpose                                                                      |       | 9        |
| SECTION 2.4.                    |       | Authority                                                                    |       | 9        |
| SECTION 2.5.                    |       | Title to Property of the Trust                                               |       | 9        |
| SECTION 2.6.                    |       | Powers and Duties of the Trustees and the  Administrators                    |       | 9        |
| SECTION 2.7.                    |       | Prohibition of Actions by the Trust and the Trustees                         |       | 14       |
| SECTION 2.8.                    |       | Powers and Duties of the Institutional Trustee                               |       | 15       |
| SECTION 2.9.                    |       | Certain Duties and Responsibilities of the Trustees  and the Administrators  |       | 16       |
| SECTION 2.10.                   |       | Certain Rights of Institutional Trustee                                      |       | 18       |
| SECTION 2.11.                   |       | Execution of Documents                                                       |       | 20       |
| SECTION 2.12.                   |       | Not Responsible for Recitals or Issuance of  Securities                      |       | 21       |
| SECTION 2.13.                   |       | Duration of Trust                                                            |       | 21       |
| SECTION 2.14.                   |       | Mergers                                                                      |       | 21       |
| ARTICLE III                     |       |                                                                         |
| SPONSOR                         |       |                                                                         |
| SECTION 3.1.                    |       | Sponsor’s Purchase of Common Securities                                 |       | 23       |
| SECTION 3.2.                    |       | Responsibilities of the Sponsor                                              |       | 23       |
| ARTICLE IV                      |       |                                                                         |
| TRUSTEES AND  ADMINISTRATORS    |       |                                                                         |
| SECTION 4.1.                    |       | Number of Trustees                                                           |       | 23       |
| SECTION 4.2.                    |       | Institutional Trustee; Eligibility                                           |       | 24       |
| SECTION 4.3.                    |       | Administrators                                                               |       | 24       |
| SECTION 4.4.                    |       | Appointment, Removal and Resignation of the Trustees  and the Administrators |       | 24       |
| SECTION 4.5.                    |       | Vacancies Among Trustees                                                     |       | 26       |

 

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| SECTION 4.6.                                                          |   | Effect of Vacancies                                            |   | 26 |
|-----------------------------------------------------------------------|--------|----------------------------------------------------------------|--------|----|
| SECTION 4.7.                                                          |   | Meetings of the Trustees and the Administrators                |   | 26 |
| SECTION 4.8.                                                          |   | Delegation of Power                                            |   | 27 |
| SECTION 4.9.                                                          |   | Merger, Conversion, Consolidation or Succession to  Business   |   | 27 |
| ARTICLE V                                                             |   |                                                           |
| DISTRIBUTIONS                                                         |   |                                                           |
| SECTION 5.1.                                                          |   | Distributions                                                  |   | 27 |
| ARTICLE VI                                                            |   |                                                           |
| ISSUANCE OF  SECURITIES                                               |   |                                                           |
| SECTION 6.1.                                                          |   | General Provisions Regarding Securities                        |   | 28 |
| SECTION 6.2.                                                          |   | Paying Agent, Transfer Agent, Calculation Agent and  Registrar |   | 29 |
| SECTION 6.3.                                                          |   | Form and Dating                                                |   | 29 |
| SECTION 6.4.                                                          |   | Mutilated, Destroyed, Lost or Stolen Certificates              |   | 30 |
| SECTION 6.5.                                                          |   | Temporary Securities                                           |   | 30 |
| SECTION 6.6.                                                          |   | Cancellation                                                   |   | 30 |
| SECTION 6.7.                                                          |   | Rights of Holders; Waivers of Past Defaults                    |   | 31 |
| ARTICLE VII                                                           |   |                                                           |
| DISSOLUTION AND  TERMINATION OF TRUST                                 |   |                                                           |
| SECTION 7.1.                                                          |   | Dissolution and Termination of Trust                           |   | 33 |
| ARTICLE VIII                                                          |   |                                                           |
| TRANSFER OF  INTERESTS                                                |   |                                                           |
| SECTION 8.1.                                                          |   | General                                                        |   | 34 |
| SECTION 8.2.                                                          |   | Transfer Procedures and Restrictions                           |   | 35 |
| SECTION 8.3.                                                          |   | Deemed Security Holders                                        |   | 38 |
| ARTICLE IX                                                            |   |                                                           |
| LIMITATION OF  LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS |   |                                                           |
| SECTION 9.1.                                                          |   | Liability                                                      |   | 38 |
| SECTION 9.2.                                                          |   | Exculpation                                                    |   | 38 |
| SECTION 9.3.                                                          |   | Fiduciary Duty                                                 |   | 39 |
| SECTION 9.4.                                                          |   | Indemnification                                                |   | 40 |
| SECTION 9.5.                                                          |   | Outside Businesses                                             |   | 43 |
| SECTION 9.6.                                                          |   | Compensation; Fee                                              |   | 43 |

 

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| ARTICLE X                                 |   |                                                                  |
|-------------------------------------------|--------|-----------------------------------------------------------------------|
| ACCOUNTING                                |   |                                                                  |
| SECTION 10.1.                             |   | Fiscal Year                                                           |   | 43 |
| SECTION 10.2.                             |   | Certain Accounting Matters                                            |   | 44 |
| SECTION 10.3.                             |   | Banking                                                               |   | 44 |
| SECTION 10.4.                             |   | Withholding                                                           |   | 44 |
| ARTICLE XI                                |   |                                                                  |
| AMENDMENTS AND  MEETINGS                  |   |                                                                  |
| SECTION 11.1.                             |   | Amendments                                                            |   | 45 |
| SECTION 11.2.                             |   | Meetings of the Holders of the Securities; Action by  Written Consent |   | 47 |
| ARTICLE XII                               |   |                                                                  |
| REPRESENTATIONS OF  INSTITUTIONAL TRUSTEE |   |                                                                  |
| SECTION 12.1.                             |   | Representations and Warranties of Institutional  Trustee              |   | 48 |
| ARTICLE XIII                              |   |                                                                  |
| MISCELLANEOUS                             |   |                                                                  |
| SECTION 13.1.                             |   | Notices                                                               |   | 49 |
| SECTION 13.2.                             |   | Governing Law                                                         |   | 51 |
| SECTION 13.3.                             |   | Submission to Jurisdiction                                            |   | 51 |
| SECTION 13.4.                             |   | Intention of the Parties                                              |   | 51 |
| SECTION 13.5.                             |   | Headings                                                              |   | 51 |
| SECTION 13.6.                             |   | Successors and Assigns                                                |   | 51 |
| SECTION 13.7.                             |   | Partial Enforceability                                                |   | 52 |
| SECTION 13.8.                             |   | Counterparts                                                          |   | 52 |

 

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ANNEXES ANDEXHIBITS
| ANNEX I     |   | Terms of TP Securities and Common Securities |
|-------------|--------|----------------------------------------------|
|        |   |                                         |
| EXHIBIT A-1 |   | Form of Capital Security Certificate         |
| EXHIBIT A-2 |   | Form of Common Security Certificate          |

 

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AMENDED AND RESTATED DECLARATION OF TRUST

OF

CHINO STATUTORY TRUST I

October 27, 2006

AMENDEDAND RESTATED DECLARATION OF TRUST (this “Declaration”), dated and effective asof October 27, 2006, by the Trustee (as defined herein), the Administrators (asdefined herein), the Sponsor (as defined herein) and the holders from time totime of undivided beneficial interests in the assets of the Trust (as definedherein) to be issued pursuant to this Declaration.

WHEREAS,the Trustee, the Administrators and the Sponsor established Chino StatutoryTrust I (the “Trust”), a statutory trust under the Statutory Trust Act (asdefined herein), pursuant to a Declaration of Trust, dated as of October 25,2006 (the “Original Declaration”), and a Certificate of Trust filed with theSecretary of State of the State of Connecticut on October 25, 2006, for thesole purpose of issuing and selling certain securities representing undividedbeneficial interests in the assets of the Trust and investing the proceedsthereof in the Debentures (as defined herein) of the Debenture Issuer (asdefined herein) in connection with the issuance of the Capital Securities (asdefined herein);

WHEREAS,as of the date hereof, no interests in the assets of the Trust have beenissued; and

WHEREAS,the Trustee, the Administrators and the Sponsor, by this Declaration, amend andrestate each and every term and provision of the Original Declaration.

NOW,THEREFORE, it being the intention of the parties hereto to continue the Trustas a statutory trust under the Statutory Trust Act and that this Declarationconstitutes the governing instrument of such statutory trust, and that allassets contributed to the Trust will be held in trust for the benefit of theholders, from time to time, of the securities representing undivided beneficialinterests in the assets of the Trust issued hereunder, subject to theprovisions of this Declaration, and, in consideration of the mutual covenantscontained herein and other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the parties, intending to be legally boundhereby, amend and restate in its entirety the Original Declaration and agree asfollows:

ARTICLE IINTERPRETATION AND DEFINITIONS

SECTION 1.1. Definitions.Unless the context otherwise requires:

(a)           capitalized terms used in thisDeclaration but not defined in the preamble above or elsewhere herein have therespective meanings assigned to them in this Section 1.1 or, if not defined inthis Section 1.1 or elsewhere herein, in the Indenture;

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(b)           a term defined anywhere in thisDeclaration has the same meaning throughout;

(c)           all references to “the Declaration”or “this Declaration” are to this Declaration as modified, supplemented oramended from time to time;

(d)           all references in this Declaration toArticles and Sections and Annexes and Exhibits are to Articles and Sections ofand Annexes and Exhibits to this Declaration unless otherwise specified;

(e)           a term defined in the Trust IndentureAct (as defined herein) has the same meaning when used in this Declarationunless otherwise defined in this Declaration or unless the context otherwiserequires; and

(f)            a reference to the singular includesthe plural and vice versa.

“AdditionalInterest” has the meaning set forth in Section 3.06 of the Indenture.

“AdministrativeAction” has the meaning set forth in paragraph 4(a) of Annex I.

“Administrators”means each of Dann H. Bowman and Sandra Pender, solely in such Person’scapacity as Administrator of the Trust continued hereunder and not in suchPerson’s individual capacity, or such Administrator’s successor in interest insuch capacity, or any successor appointed as herein provided.

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

“AuthorizedOfficer” of a Person means any Person that is authorized to bind such Person.

“BankruptcyEvent” means, with respect to any Person:

(a)           a court having jurisdiction in thepremises enters a decree or order for relief in respect of such Person in aninvoluntary case under any applicable bankruptcy, insolvency or other similarlaw now or hereafter in effect, or appoints a receiver, liquidator, assignee,custodian, trustee, sequestrator or similar official of such Person or for anysubstantial part of its property, or orders the winding-up or liquidation ofits affairs, and such decree, appointment or order remains unstayed and ineffect for a period of 90 consecutive days; or

(b)           such Person commences a voluntarycase under any applicable bankruptcy, insolvency or other similar law now orhereafter in effect, consents to the entry of an order for relief in aninvoluntary case under any such law, or consents to the appointment of ortaking possession by a receiver, liquidator, assignee, trustee, custodian,sequestrator or other similar official of such Person of any substantial partof its property, or makes any general assignment for the benefit of creditors,or fails generally to pay its debts as they become due.

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“BusinessDay” means any day other than Saturday, Sunday or any other day on whichbanking institutions in Boston, Massachusetts or New York City or the city ofthe Corporate Trust Office are permitted or required by any applicable law orexecutive order to close.

“CalculationAgent” has the meaning set forth in Section 1.01 of the Indenture.

“CapitalSecurities” has the meaning set forth in Section 6.1(a).

“CapitalSecurities Purchase Agreement” means the Capital Securities Purchase Agreementdated as of October 25, 2006 among the Trust, the Sponsor and U.S. BankNational Association.

“CapitalSecurity Certificate” means a definitive Certificate registered in the name ofthe Holder representing a Capital Security substantially in the form of ExhibitA 1.

“CapitalTreatment Event” has the meaning set forth in paragraph 4(a) of Annex I.

“Certificate”means any certificate evidencing Securities.

“Certificateof Trust” means the certificate of trust filed with the Secretary of State ofthe State of Connecticut with respect to the Trust, as amended and restatedfrom time to time.

“ClosingDate” means the date of execution and delivery of this Declaration.

“Code”means the Internal Revenue Code of 1986, as amended from time to time, or anysuccessor legislation.

“Commission”means the United States Securities and Exchange Commission.

“CommonSecurities” has the meaning set forth in Section 6.1(a).

“CommonSecurity Certificate” means a definitive Certificate registered in the name ofthe Holder representing a Common Security substantially in the form of ExhibitA-2.

“CompanyIndemnified Person” means (a) any Administrator; (b) any Affiliate of anyAdministrator; (c) any officers, directors, shareholders, members, partners,employees, representatives or agents of any Administrator; or (d) any officer, employeeor agent of the Trust or its Affiliates.

“CorporateTrust Office” means the office of the Institutional Trustee at which thecorporate trust business of the Institutional Trustee shall, at any particulartime, be principally administered, which office shall at all times be locatedin the United States and at the date of execution of this Declaration islocated at 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103, Attn:Corporate Trust Services – Chino Statutory Trust I.

“CouponRate” has the meaning set forth in paragraph 2(a) of Annex I.

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“CoveredPerson” means: (a) any Administrator, officer, director, shareholder, partner,member, representative, employee or agent of (i) the Trust or (ii) the Trust’sAffiliates; and (b) any Holder of Securities.

“DebentureIssuer” means Chino Commercial Bancorp, a bank holding company incorporated inCalifornia, in its capacity as issuer of the Debentures under the Indenture.

“DebentureTrustee” means U.S. Bank National Association, not in its individual capacitybut solely as trustee under the Indenture until a successor is appointedthereunder, and thereafter means such successor trustee.

“Debentures”means the Junior Subordinated Debt Securities due December 15, 2036 to beissued by the Debenture Issuer under the Indenture.

“DeferredInterest” means any interest on the Debentures that would have been overdue andunpaid for more than one Distribution Payment Date but for the imposition of anExtension Period, and the interest that shall accrue (to the extent that thepayment of such interest is legally enforceable) on such interest at the CouponRate applicable during such Extension Period, compounded quarterly from thedate on which such Deferred Interest would otherwise have been due and payableuntil paid or made available for payment.

“DefinitiveCapital Securities” means any Capital Securities in definitive form issued bythe Trust.

“DirectAction” has the meaning set forth in Section 2.8(e).

“Distribution”means a distribution payable to Holders of Securities in accordance withSection 5.1.

“DistributionPayment Date” has the meaning set forth in paragraph 2(e) of Annex I.

“DistributionPayment Period” means the period from and including a Distribution PaymentDate, or in the case of the first Distribution Payment Period, the originaldate of issuance of the Securities, to, but excluding, the next succeedingDistribution Payment Date or, in the case of the last Distribution PaymentPeriod, the Redemption Date, Special Redemption Date or Maturity Date (each asdefined in the Indenture), as the case may be, for the related Debentures.

“Eventof Default” means the occurrence of an Indenture Event of Default.

“ExchangeAct” means the Securities Exchange Act of 1934, as amended from time to time,or any successor legislation.

“ExtensionPeriod” has the meaning set forth in paragraph 2(e) of Annex I.

“FiduciaryIndemnified Person” shall mean the Institutional Trustee (including in itsindividual capacity), any Affiliate of the Institutional Trustee, and any officers,directors,

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shareholders, members, partners, employees,representatives, custodians, nominees or agents of the Institutional Trustee.

“FiscalYear” has the meaning set forth in Section 10.1.

“FixedRate” has the meaning set forth in paragraph 2(a) of Annex I.

“Guarantee”means the Guarantee Agreement, dated as of the Closing Date, of the Sponsor(the “Guarantor”) in respect of the Capital Securities.

“Holder”means a Person in whose name a Certificate representing a Security isregistered on the register maintained by or on behalf of the Registrar, suchPerson being a beneficial owner within the meaning of the Statutory Trust Act.

“IndemnifiedPerson” means a Company Indemnified Person or a Fiduciary Indemnified Person.

“Indenture”means the Indenture, dated as of the Closing Date, between the Debenture Issuerand the Debenture Trustee, and any indenture supplemental thereto pursuant towhich the Debentures are to be issued.

“IndentureEvent of Default” means an “Event of Default” as defined in the Indenture.

“InitialPurchaser” means the Initial Purchaser of the Capital Securities.

“InstitutionalTrustee” means the Trustee meeting the eligibility requirements set forth inSection 4.3.

“InvestmentCompany” means an investment company as defined in the Investment Company Act.

“InvestmentCompany Act” means the Investment Company Act of 1940, as amended from time totime, or any successor legislation.

“InvestmentCompany Event” has the meaning set forth in paragraph 4(a) of Annex I.

“LegalAction” has the meaning set forth in Section 2.8(e).

“LIBOR”means the London Interbank Offered Rate for U.S. Dollar deposits in Europe asdetermined by the Calculation Agent according to paragraph 2(b) of Annex I.

“LIBORBanking Day” has the meaning set forth in paragraph 2(b)(1) of Annex I.

“LIBORBusiness Day” has the meaning set forth in paragraph 2(b)(1) of Annex I.

“LIBORDetermination Date” has the meaning set forth in paragraph 2(b)(1) of Annex I.

“Liquidation”has the meaning set forth in paragraph 3 of Annex I.

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“LiquidationDistribution” has the meaning set forth in paragraph 3 of Annex I.

“Majorityin liquidation amount of the Securities” means Holders of outstandingSecurities voting together as a single class or, as the context may require,Holders of outstanding Capital Securities or Holders of outstanding CommonSecurities voting separately as a class, who are the record owners of more than50% of the aggregate liquidation amount (including the stated amount that wouldbe paid on redemption, liquidation or otherwise, plus accrued and unpaidDistributions to the date upon which the voting percentages are determined) ofall outstanding Securities of the relevant class.

“Notice”has the meaning set forth in Section 2.11 of the Indenture.

“Officers’Certificate” means, with respect to any Person, a certificate signed by twoAuthorized Officers of such Person. Any Officers’ Certificate delivered withrespect to compliance with a condition or covenant provided for in thisDeclaration shall include:

(a)           a statement that each officer signingthe Officers’ Certificate has read the covenant or condition and thedefinitions relating thereto;

(b)           a brief statement of the nature andscope of the examination or investigation undertaken by each officer inrendering the Officers’ Certificate;

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

(d)           a statement as to whether, in theopinion of each such officer, such condition or covenant has been compliedwith.

“PayingAgent” has the meaning set forth in Section 6.2.

“PaymentAmount” has the meaning set forth in Section 5.1.

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

“PlacementAgreement” means the Placement Agreement relating to the offering and sale ofCapital Securities.

“PORTAL”has the meaning set forth in Section 2.6(a)(i)(E).

“PropertyAccount” has the meaning set forth in Section 2.8(c).

“ProRata” has the meaning set forth in paragraph 8 of Annex I.

“QIB”means a “qualified institutional buyer” as defined under Rule 144A.

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“Quorum”means a majority of the Administrators or, if there are only twoAdministrators, both of them.

“RedemptionDate” has the meaning set forth in paragraph 4(a) of Annex I.

“Redemption/DistributionNotice” has the meaning set forth in paragraph 4(e) of Annex I.

“RedemptionPrice” has the meaning set forth in paragraph 4(a) of Annex I.

“Registrar”has the meaning set forth in Section 6.2.

“ResponsibleOfficer” means, with respect to the Institutional Trustee, any officer withinthe Corporate Trust Office of the Institutional Trustee with directresponsibility for the administration of this Declaration, including anyvice-president, any assistant vice-president, any secretary, any assistantsecretary, the treasurer, any assistant treasurer, any trust officer or otherofficer of the Corporate Trust Office of the Institutional Trustee customarilyperforming functions similar to those performed by any of the above designatedofficers and also means, with respect to a particular corporate trust matter,any other officer to whom such matter is referred because of that officer’sknowledge of and familiarity with the particular subject.

“RestrictedSecurities Legend” has the meaning set forth in Section 8.2(c).

“Rule144A” means Rule 144A under the Securities Act.

“Rule3a-5” means Rule 3a-5 under the Investment Company Act.

“Rule3a-7” means Rule 3a-7 under the Investment Company Act.

“Securities”means the Common Securities and the Capital Securities, as applicable.

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

“SpecialEvent” has the meaning set forth in paragraph 4(a) of Annex I.

“SpecialRedemption Price” has the meaning set forth in paragraph 4(a) of Annex I.

“Sponsor”means Chino Commercial Bancorp, a bank holding company that is a U.S. Personincorporated in California, or any successor entity in a merger, consolidationor amalgamation that is a U.S. Person, in its capacity as sponsor of the Trust.

“StatutoryTrust Act” means Chapter 615 of Title 34 of the Connecticut General Statutes,34 C.G.S. § 500 etseq., as it may be amended from time totime, or any successor legislation.

“SuccessorEntity” has the meaning set forth in Section 2.15(b).

“SuccessorInstitutional Trustee” has the meaning set forth in Section 4.4(b).

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“SuccessorSecurities” has the meaning set forth in Section 2.15(b).

“SuperMajority” has the meaning set forth in paragraph 5(b) of Annex I.

“TaxEvent” has the meaning set forth in paragraph 4(a) of Annex I.

“10%in liquidation amount of the Securities” means Holders of outstandingSecurities voting together as a single class or, as the context may require,Holders of outstanding Capital Securities or Holders of outstanding CommonSecurities voting separately as a class, who are the record owners of 10% ormore of the aggregate liquidation amount (including the stated amount thatwould be paid on redemption, liquidation or otherwise, plus accrued and unpaidDistributions to the date upon which the voting percentages are determined) ofall outstanding Securities of the relevant class.

“TransferAgent” has the meaning set forth in Section 6.2.

“TrustIndenture Act” means the Trust Indenture Act of 1939, as amended fromtime-to-time, or any successor legislation.

“Trustee”or “Trustees” means each Person who has signed this Declaration as a trustee,so long as such Person shall continue in office in accordance with the termshereof, and all other Persons who may from time to time be duly appointed,qualified and serving as Trustees in accordance with the provisions hereof, andreferences herein to a Trustee or the Trustees shall refer to such Person orPersons solely in their capacity as trustees hereunder.

“TrustProperty” means (a) the Debentures, (b) any cash on deposit in, or owing to,the Property Account and (c) all proceeds and rights in respect of theforegoing and any other property and assets for the time being held or deemedto be held by the Institutional Trustee pursuant to the trusts of thisDeclaration.

“U.S.Person” means a United States Person as defined in Section 7701(a)(30) of theCode.

“VariableRate” has the meaning set forth in paragraph 2(a) of Annex I.

ARTICLE IIORGANIZATION

SECTION 2.1. Name.The Trust is continued hereby and shall be known as “Chino Statutory Trust I,”as such name may be modified from time to time by the Administrators followingwritten notice to the Institutional Trustee and the Holders of the Securities.The Trust’s activities may be conducted under the name of the Trust or anyother name deemed advisable by the Administrators.

SECTION 2.2. Office.The address of the principal office of the Trust, which shall be in a state ofthe United States or the District of Columbia, is 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103, Attention:Corporate

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Trust Services - ChinoStatutory Trust I. On ten Business Days’ written notice to the InstitutionalTrustee and the Holders of the Securities, the Administrators may designateanother principal office, which shall be in a state of the United States or theDistrict of Columbia.

SECTION 2.3. Purpose.The exclusive purposes and functions of the Trust are (a) to issue and sell theSecurities representing undivided beneficial interests in the assets of theTrust, (b) to invest the gross proceeds from such sale to acquire theDebentures, (c) to facilitate direct investment in the assets of the Trustthrough issuance of the Common Securities and the Capital Securities and(d) except as otherwise limited herein, to engage in only those otheractivities incidental thereto that are deemed necessary or advisable by theInstitutional Trustee, including, without limitation, those activitiesspecified in this Declaration. The Trust shall not borrow money, issue debt orreinvest proceeds derived from investments, pledge any of its assets, orotherwise undertake (or permit to be undertaken) any activity that would causethe Trust not to be classified for United States federal income tax purposes asa grantor trust.

SECTION 2.4. Authority.Except as specifically provided in this Declaration, the Institutional Trusteeshall have exclusive and complete authority to carry out the purposes of theTrust. An action taken by a Trustee on behalf of the Trust and in accordancewith such Trustee’s powers shall constitute the act of and serve to bind theTrust. In dealing with the Trustees acting on behalf of the Trust, no Personshall be required to inquire into the authority of the Trustees to bind theTrust. Persons dealing with the Trust are entitled to rely conclusively on thepower and authority of the Trustees as set forth in this Declaration. TheAdministrators shall have only those ministerial duties set forth herein withrespect to accomplishing the purposes of the Trust and are not intended to betrustees or fiduciaries with respect to the Trust or the Holders. TheInstitutional Trustee shall have the right, but shall not be obligated exceptas provided in Section 2.6, to perform those duties assigned to theAdministrators.

SECTION 2.5. Titleto Property of the Trust. Except as provided in Section 2.6(g) and Section2.8 with respect to the Debentures and the Property Account or as otherwiseprovided in this Declaration, legal title to all assets of the Trust shall bevested in the Trust. The Holders shall not have legal title to any part of theassets of the Trust, but shall have an undivided beneficial interest in theassets of the Trust.

SECTION 2.6. Powersand Duties of the Trustees and the Administrators.

(a)           The Trustees and the Administratorsshall conduct the affairs of the Trust in accordance with the terms of thisDeclaration. Subject to the limitations set forth in paragraph (b) of thisSection, and in accordance with the following provisions (i) and (ii), the

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Administrators and, at the direction of theAdministrators, the Trustees, shall have the authority to enter into alltransactions and agreements determined by the Administrators to be appropriatein exercising the authority, express or implied, otherwise granted to theTrustees or the Administrators, as the case may be, under this Declaration, andto perform all acts in furtherance thereof, including without limitation, thefollowing:

(i)            Each Administrator shall have thepower, duty and authority, and is hereby authorized, to act on behalf of theTrust with respect to the following matters:

(A)          the issuance and sale of theSecurities;

(B)           to acquire the Debentures with theproceeds of the sale of the Securities; provided, however, that theAdministrators shall cause legal title to the Debentures to be held of recordin the name of the Institutional Trustee for the benefit of the Holders;

(C)           to cause the Trust to enter into, andto execute, deliver and perform on behalf of the Trust, such agreements as maybe necessary or desirable in connection with the purposes and function of theTrust, including agreements with the Paying Agent, a Debenture subscriptionagreement between the Trust and the Sponsor and a Common Securitiessubscription agreement between the Trust and the Sponsor;

(D)          ensuring compliance with theSecurities Act and applicable state securities or blue sky laws;

(E)           if and at such time determined solelyby the Sponsor at the request of the Holders, assisting in the designation ofthe Capital Securities for trading in the Private Offering, Resales and Tradingthrough the Automatic Linkages (“PORTAL”) system if available;

(F)           the sending of notices (other thannotices of default) and other information regarding the Securities and theDebentures to the Holders in accordance with this Declaration, including noticeof any notice received from the Debenture Issuer of its election to defer paymentsof interest on the Debentures by extending the interest payment period underthe Indenture;

(G)           the appointment of a Paying Agent,Transfer Agent and Registrar in accordance with this Declaration;

(H)          execution and delivery of theSecurities in accordance with this Declaration;

(I)            execution and delivery of closingcertificates pursuant to the Placement Agreement and the application for ataxpayer identification number;

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(J)            unless otherwise determined by theHolders of a Majority in liquidation amount of the Securities or as otherwiserequired by the Statutory Trust Act, to execute on behalf of the Trust (eitheracting alone or together with any or all of the Administrators) any documentsthat the Administrators have the power to execute pursuant to this Declaration;

(K)          the taking of any action incidental tothe foregoing as the Sponsor or an Administrator may from time to timedetermine is necessary or advisable to give effect to the terms of thisDeclaration for the benefit of the Holders (without consideration of the effectof any such action on any particular Holder);

(L)           to establish a record date withrespect to all actions to be taken hereunder that require a record date beestablished, including Distributions, voting rights, redemptions and exchanges,and to issue relevant notices to the Holders of Capital Securities and Holdersof Common Securities as to such actions and applicable record dates;

(M)         to duly prepare and file on behalf ofthe Trust all applicable tax returns and tax information reports that arerequired to be filed with respect to the Trust;

(N)          to negotiate the terms of, and theexecution and delivery of, the Placement Agreement and the Capital SecuritiesPurchase Agreement related thereto, providing for the sale of the Capital Securities;

(O)          to employ or otherwise engageemployees, agents (who may be designated as officers with titles), managers,contractors, advisors, attorneys and consultants and pay reasonablecompensation for such services;

(P)           to incur expenses that are necessaryor incidental to carry out any of the purposes of the Trust;

(Q)          to give the certificate required by §314(a)(4) of the Trust Indenture Act to the Institutional Trustee, whichcertificate may be executed by an Administrator; and

(R)           to take all action that may benecessary or appropriate for the preservation and the continuation of the Trust’svalid existence, rights, franchises and privileges as a statutory trust underthe laws of each jurisdiction (other than the State of Connecticut) in whichsuch existence is necessary to protect the limited liability of the Holders ofthe Capital Securities or to enable the Trust to effect the purposes for whichthe Trust was created.

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(ii)           As among the Trustees and theAdministrators, the Institutional Trustee shall have the power, duty andauthority, and is hereby authorized, to act on behalf of the Trust with respectto the following matters:

(A)          the establishment of the PropertyAccount;

(B)           the receipt of the Debentures;

(C)           the collection of interest, principaland any other payments made in respect of the Debentures in the PropertyAccount;

(D)          the distribution through the PayingAgent of amounts owed to the Holders in respect of the Securities;

(E)           the exercise of all of the rights,powers and privileges of a holder of the Debentures;

(F)           the sending of notices of default andother information regarding the Securities and the Debentures to the Holders inaccordance with this Declaration;

(G)           the distribution of the TrustProperty in accordance with the terms of this Declaration;

(H)          to the extent provided in thisDeclaration, the winding up of the affairs of and liquidation of the Trust;

(I)            after any Event of Default (of whichthe Institutional Trustee has knowledge (as provided in Section 2.10(m)hereof)) (provided, that such Event of Default is not by or with respectto the Institutional Trustee), the taking of any action incidental to theforegoing as the Institutional Trustee may from time to time determine isnecessary or advisable to give effect to the terms of this Declaration andprotect and conserve the Trust Property for the benefit of the Holders (withoutconsideration of the effect of any such action on any particular Holder);

(J)            to take all action that may benecessary or appropriate for the preservation and the continuation of the Trust’svalid existence, rights, franchises and privileges as a statutory trust underthe laws of the State of Connecticut to protect the limited liability of theHolders of the Capital Securities or to enable the Trust to effect the purposesfor which the Trust was created; and

(K)          to undertake any actions set forth in§ 317(a) of the Trust Indenture Act.

(iii)          The Institutional Trustee shall havethe power and authority, and is hereby authorized, to act on behalf of the Trustwith respect to any of the duties,

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liabilities, powers orthe authority of the Administrators set forth in Section 2.6(a)(i)(E) and (F)herein but shall not have a duty to do any such act unless specificallyrequested to do so in writing by the Sponsor, and shall then be fully protectedin acting pursuant to such written request; and in the event of a conflictbetween the action of the Administrators and the action of the InstitutionalTrustee, the action of the Institutional Trustee shall prevail.

(b)           So long as this Declaration remainsin effect, the Trust (or the Trustees or Administrators acting on behalf of theTrust) shall not undertake any business, activities or transaction except asexpressly provided herein or contemplated hereby. In particular, neither theTrustees nor the Administrators may cause the Trust to (i) acquire anyinvestments or engage in any activities not authorized by this Declaration,(ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwisedispose of any of the Trust Property or interests therein, including toHolders, except as expressly provided herein, (iii) take any action that wouldcause (or in the case of the Institutional Trustee, to the actual knowledge ofa Responsible Officer would cause) the Trust to fail or cease to qualify as a “grantortrust” for United States federal income tax purposes, (iv) incur anyindebtedness for borrowed money or issue any other debt or (v) take or consentto any action that would result in the placement of a lien on any of the TrustProperty. The Institutional Trustee shall, at the sole cost and expense of theTrust, defend all claims and demands of all Persons at any time claiming anylien on any of the Trust Property adverse to the interest of the Trust or theHolders in their capacity as Holders.

(c)           In connection with the issuance andsale of the Capital Securities, the Sponsor shall have the right andresponsibility to assist the Trust with respect to, or effect on behalf of theTrust, the following (and any actions taken by the Sponsor in furtherance ofthe following prior to the date of this Declaration are hereby ratified andconfirmed in all respects):

(i)            the taking of any action necessaryto obtain an exemption from the Securities Act;

(ii)           the determination of the States inwhich to take appropriate action to qualify or register for sale all or part ofthe Capital Securities and the determination of any and all such acts, otherthan actions which must be taken by or on behalf of the Trust, and theadvisement of and direction to the Administrators of actions they must take onbehalf of the Trust, and the preparation for execution and filing of anydocuments to be executed and filed by the Trust or on behalf of the Trust, asthe Sponsor deems necessary or advisable in order to comply with the applicablelaws of any such States in connection with the sale of the Capital Securities;and

(iii)          the taking of any other actionsnecessary or desirable to carry out any of the foregoing activities.

(d)           Notwithstanding anything herein tothe contrary, the Administrators, the Institutional Trustee and the Holders ofa Majority in liquidation amount of the Common Securities are authorized anddirected to conduct the affairs of the Trust and to operate the Trust so that(i) the Trust will not be deemed to be an Investment Company (in the case ofthe

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Institutional Trustee, to the actual knowledge of aResponsible Officer), and (ii) the Trust will not fail to be classified as agrantor trust for United States federal income tax purposes (in the case of theInstitutional Trustee, to the actual knowledge of a Responsible Officer) and(iii) the Trust will not take any action inconsistent with the treatment of theDebentures as indebtedness of the Debenture Issuer for United States federalincome tax purposes (in the case of the Institutional Trustee, to the actualknowledge of a Responsible Officer). In this connection, the InstitutionalTrustee, the Administrators and the Holders of a Majority in liquidation amountof the Common Securities are authorized to take any action, not inconsistentwith applicable laws or this Declaration, as amended from time to time, thateach of the Institutional Trustee, the Administrators and such Holdersdetermine in their discretion to be necessary or desirable for such purposes,even if such action adversely affects the interests of the Holders of theCapital Securities.

(e)           All expenses incurred by theAdministrators or the Trustees pursuant to this Section 2.6 shall be reimbursedby the Sponsor, and the Trustees shall have no obligations with respect to suchexpenses.

(f)            The assets of the Trust shallconsist of the Trust Property.

(g)           Legal title to all Trust Propertyshall be vested at all times in the Institutional Trustee (in its capacity assuch) and shall be held and administered by the Institutional Trustee for thebenefit of the Trust in accordance with this Declaration.

(h)           If the Institutional Trustee or anyHolder has instituted any proceeding to enforce any right or remedy under thisDeclaration and such proceeding has been discontinued or abandoned for anyreason, or has been determined adversely to the Institutional Trustee or tosuch Holder, then and in every such case the Sponsor, the Institutional Trusteeand the Holders shall, subject to any determination in such proceeding, berestored severally and respectively to their former positions hereunder, andthereafter all rights and remedies of the Institutional Trustee and the Holdersshall continue as though no such proceeding had been instituted.

SECTION 2.7. Prohibitionof Actions by the Trust and the Trustees. The Trust shall not, and theInstitutional Trustee and the Administrators shall not, and the Administratorsshall cause the Trust not to, engage in any activity other than as required orauthorized by this Declaration. In particular, the Trust shall not, and theInstitutional Trustee and the Administrators shall not cause the Trust to:

(a)           invest any proceeds received by theTrust from holding the Debentures, but shall distribute all such proceeds toHolders of the Securities pursuant to the terms of this Declaration and of theSecurities;

(b)           acquire any assets other than asexpressly provided herein;

(c)           possess Trust Property for other thana Trust purpose;

(d)           make any loans or incur anyindebtedness other than loans represented by the Debentures;

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(e)           possess any power or otherwise act insuch a way as to vary the Trust Property or the terms of the Securities;

(f)            issue any securities or otherevidences of beneficial ownership of, or beneficial interest in, the Trustother than the Securities; or

(g)           other than as provided in thisDeclaration (including Annex I), (i) direct the time, method and place ofexercising any trust or power conferred upon the Debenture Trustee with respectto the Debentures, (ii) waive any past default that is waivable under theIndenture, (iii) exercise any right to rescind or annul any declaration thatthe principal of all the Debentures shall be due and payable, or (iv) consentto any amendment, modification or termination of the Indenture or theDebentures where such consent shall be required unless the Trust shall havereceived a written opinion of counsel experienced in such matters to the effectthat such amendment, modification or termination will not cause the Trust tocease to be classified as a grantor trust for United States federal income taxpurposes.

SECTION 2.8. Powersand Duties of the Institutional Trustee.

(a)           The legal title to the Debenturesshall be owned by and held of record in the name of the Institutional Trusteein trust for the benefit of the Trust. The right, title and interest of theInstitutional Trustee to the Debentures shall vest automatically in each Personwho may hereafter be appointed as Institutional Trustee in accordance withSection 4.7. Such vesting and cessation of title shall be effective whether ornot conveyancing documents with regard to the Debentures have been executed anddelivered.

(b)           The Institutional Trustee shall nottransfer its right, title and interest in the Debentures to the Administrators.

(c)           The Institutional Trustee shall:

(i)            establish and maintain a segregatednon-interest bearing trust account (the “Property Account”) in the UnitedStates (as defined in Treasury Regulations § 301.7701-7), in the name of andunder the exclusive control of the Institutional Trustee, and maintained in theInstitutional Trustee’s trust department, on behalf of the Holders of theSecurities and, upon the receipt of payments of funds made in respect of theDebentures held by the Institutional Trustee, deposit such funds into theProperty Account and make payments to the Holders of the Capital Securities andHolders of the Common Securities from the Property Account in accordance withSection 5.1. Funds in the Property Account shall be held uninvested untildisbursed in accordance with this Declaration;

(ii)           engage in such ministerial activitiesas shall be necessary or appropriate to effect the redemption of the CapitalSecurities and the Common Securities to the extent the Debentures are redeemedor mature; and

(iii)          upon written notice of distributionissued by the Administrators in accordance with the terms of the Securities,engage in such ministerial activities as shall be necessary or appropriate toeffect the distribution of the Debentures to

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Holders of Securitiesupon the occurrence of certain circumstances pursuant to the terms of theSecurities.

(d)           The Institutional Trustee shall takeall actions and perform such duties as may be specifically required of the InstitutionalTrustee pursuant to the terms of the Securities.

(e)           The Institutional Trustee may bringor defend, pay, collect, compromise, arbitrate, resort to legal action withrespect to, or otherwise adjust claims or demands of or against, the Trust (a “LegalAction”) which arise out of or in connection with an Event of Default of whicha Responsible Officer of the Institutional Trustee has actual knowledge or theInstitutional Trustee’s duties and obligations under this Declaration or theTrust Indenture Act; provided, however, that if an Event ofDefault has occurred and is continuing and such event is attributable to thefailure of the Debenture Issuer to pay interest or premium, if any, on orprincipal of the Debentures on the date such interest, premium, if any, orprincipal is otherwise payable (or in the case of redemption, on the redemptiondate), then a Holder of the Capital Securities may directly institute aproceeding for enforcement of payment to such Holder of the principal of orpremium, if any, or interest on the Debentures having a principal amount equalto the aggregate liquidation amount of the Capital Securities of such Holder (a“Direct Action”) on or after the respective due date specified in theDebentures. In connection with such Direct Action, the rights of the Holders ofthe Common Securities will be subrogated to the rights of such Holder of theCapital Securities to the extent of any payment made by the Debenture Issuer tosuch Holder of the Capital Securities in such Direct Action; provided, however,that a Holder of the Common Securities may exercise such right of subrogationonly if no Event of Default with respect to the Capital Securities has occurredand is continuing.

(f)            The Institutional Trustee shallcontinue to serve as a Trustee until either:

(i)            the Trust has been completelyliquidated and the proceeds of the liquidation distributed to the Holders ofthe Securities pursuant to the terms of the Securities and this Declaration(including Annex I) and the certificate of cancellation referenced in Section7.1(b) has been filed; or

(ii)           a Successor Institutional Trustee hasbeen appointed and has accepted that appointment in accordance with Section4.7.

(g)           The Institutional Trustee shall havethe legal power to exercise all of the rights, powers and privileges of aholder of the Debentures under the Indenture and, if an Event of Default occursand is continuing, the Institutional Trustee may, for the benefit of Holders ofthe Securities, enforce its rights as holder of the Debentures subject to therights of the Holders pursuant to this Declaration (including Annex I) and theterms of the Securities.

(h)           The Institutional Trustee mustexercise the powers set forth in this Section 2.8 in a manner that isconsistent with the purposes and functions of the Trust set out in Section 2.3,and the Institutional Trustee shall not take any action that is inconsistentwith the purposes and functions of the Trust set out in Section 2.3.

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SECTION 2.9. CertainDuties and Responsibilities of the Trustees and the Administrators.

(a)           The Institutional Trustee, before theoccurrence of any Event of Default (of which the Institutional Trustee hasknowledge (as provided in Section 2.10(m) hereof)) and after the curing of allEvents of Default that may have occurred, shall undertake to perform only suchduties as are specifically set forth in this Declaration and no impliedcovenants shall be read into this Declaration against the InstitutionalTrustee. In case an Event of Default (of which the Institutional Trustee hasknowledge (as provided in Section 2.10(m) hereof)), has occurred (that has notbeen cured or waived pursuant to Section 6.7), the Institutional Trustee shallexercise such of the rights and powers vested in it by this Declaration, and usethe same degree of care and skill in their exercise, as a prudent person wouldexercise or use under the circumstances in the conduct of his or her ownaffairs.

(b)           The duties and responsibilities ofthe Trustees and the Administrators shall be as provided by this Declarationand, in the case of the Institutional Trustee, by the Trust Indenture Act.Notwithstanding the foregoing, no provision of this Declaration shall requireany Trustee or Administrator to expend or risk its own funds or otherwise incurany financial liability in the performance of any of its duties hereunder, orin the exercise of any of its rights or powers, if it shall have reasonablegrounds for believing that repayment of such funds or adequate indemnitysatisfactory to it against such risk or liability is not reasonably assured toit. Whether or not therein expressly so provided, every provision of thisDeclaration relating to the conduct or affecting the liability of or affordingprotection to the Trustees or the Administrators shall be subject to theprovisions of this Article. Nothing in this Declaration shall be construed torelease a Trustee from liability for its own negligent action, its ownnegligent failure to act, or its own willful misconduct or bad faith. Nothingin this Declaration shall be construed to release an Administrator fromliability for its own gross negligent action, its own gross negligent failureto act, or its own willful misconduct or bad faith. To the extent that, at lawor in equity, a Trustee or an Administrator has duties and liabilities relatingto the Trust or to the Holders, such Trustee or Administrator shall not beliable to the Trust or to any Holder for such Trustee’s or Administrator’s goodfaith reliance on the provisions of this Declaration. The provisions of thisDeclaration, to the extent that they restrict the duties and liabilities of theAdministrators or the Trustees otherwise existing at law or in equity, areagreed by the Sponsor and the Holders to replace such other duties and liabilitiesof the Administrators or the Trustees.

(c)           All payments made by theInstitutional Trustee or a Paying Agent in respect of the Securities shall bemade only from the revenue and proceeds from the Trust Property and only to theextent that there shall be sufficient revenue or proceeds from the TrustProperty to enable the Institutional Trustee or a Paying Agent to make paymentsin accordance with the terms hereof. Each Holder, by its acceptance of aSecurity, agrees that it will look solely to the revenue and proceeds from theTrust Property to the extent legally available for distribution to it as hereinprovided and that the Trustees and the Administrators are not personally liableto it for any amount distributable in respect of any Security or for any otherliability in respect of any Security. This Section 2.9(c) does not limit theliability of the Trustees expressly set forth elsewhere in this Declaration or,in the case of the Institutional Trustee, in the Trust Indenture Act.

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(d)           No provision of this Declarationshall be construed to relieve the Institutional Trustee from liability for itsown negligent action, its own negligent failure to act, or its own willfulmisconduct or bad faith with respect to matters that are within the authorityof the Institutional Trustee under this Declaration, except that:

(i)            the Institutional Trustee shall notbe liable for any error or judgment made in good faith by a Responsible Officerof the Institutional Trustee, unless it shall be proved that the Institutional Trusteewas negligent in ascertaining the pertinent facts;

(ii)           the Institutional Trustee shall notbe liable with respect to any action taken or omitted to be taken by it in goodfaith in accordance with the direction of the Holders of not less than a Majorityin liquidation amount of the Capital Securities or the Common Securities, asapplicable, relating to the time, method and place of conducting any proceedingfor any remedy available to the Institutional Trustee, or exercising any trustor power conferred upon the Institutional Trustee under this Declaration;

(iii)          the Institutional Trustee’s sole dutywith respect to the custody, safe keeping and physical preservation of theDebentures and the Property Account shall be to deal with such property in a similarmanner as the Institutional Trustee deals with similar property for its ownaccount, subject to the protections and limitations on liability afforded tothe Institutional Trustee under this Declaration and the Trust Indenture Act;

(iv)          the Institutional Trustee shall not beliable for any interest on any money received by it except as it may otherwiseagree in writing with the Sponsor; and money held by the Institutional Trusteeneed not be segregated from other funds held by it except in relation to theProperty Account maintained by the Institutional Trustee pursuant to Section2.8(c)(i) and except to the extent otherwise required by law; and

(v)           the Institutional Trustee shall notbe responsible for monitoring the compliance by the Administrators or theSponsor with their respective duties under this Declaration, nor shall theInstitutional Trustee be liable for any default or misconduct of theAdministrators or the Sponsor.

SECTION 2.10. CertainRights of Institutional Trustee. Subject to the provisions of Section 2.9.

(a)           the Institutional Trustee mayconclusively rely and shall fully be protected in acting or refraining fromacting in good faith upon any resolution, written opinion of counsel,certificate, written representation of a Holder or transferee, certificate ofauditors or any other certificate, statement, instrument, opinion, report,notice, request, direction, consent, order, appraisal, bond, debenture, note,other evidence of indebtedness or other paper or document believed by it to begenuine and to have been signed, sent or presented by the proper party orparties;

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(b)           if (i) in performing its duties underthis Declaration, the Institutional Trustee is required to decide betweenalternative courses of action, (ii) in construing any of the provisions of thisDeclaration, the Institutional Trustee finds the same ambiguous or inconsistentwith any other provisions contained herein, or (iii) the Institutional Trusteeis unsure of the application of any provision of this Declaration, then, exceptas to any matter as to which the Holders of Capital Securities are entitled tovote under the terms of this Declaration, the Institutional Trustee may delivera notice to the Sponsor requesting the Sponsor’s opinion as to the course ofaction to be taken and the Institutional Trustee shall take such action, orrefrain from taking such action, as the Institutional Trustee in its solediscretion shall deem advisable and in the best interests of the Holders, inwhich event the Institutional Trustee shall have no liability except for itsown negligence, willful misconduct or bad faith;

(c)           any direction or act of the Sponsoror the Administrators contemplated by this Declaration shall be sufficientlyevidenced by an Officers’ Certificate;

(d)           whenever in the administration ofthis Declaration, the Institutional Trustee shall deem it desirable that amatter be proved or established before undertaking, suffering or omitting anyaction hereunder, the Institutional Trustee (unless other evidence is herein specificallyprescribed) may, in the absence of bad faith on its part, request andconclusively rely upon an Officers’ Certificate which, upon receipt of suchrequest, shall be promptly delivered by the Sponsor or the Administrators;

(e)           the Institutional Trustee shall haveno duty to see to any recording, filing or registration of any instrument(including any financing or continuation statement or any filing under tax orsecurities laws) or any rerecording, refiling or reregistration thereof;

(f)            the Institutional Trustee mayconsult with counsel of its selection (which counsel may be counsel to theSponsor or any of its Affiliates) and the advice of such counsel shall be fulland complete authorization and protection in respect of any action taken,suffered or omitted by it hereunder in good faith and in reliance thereon andin accordance with such advice; the Institutional Trustee shall have the rightat any time to seek instructions concerning the administration of thisDeclaration from any court of competent jurisdiction;

(g)           the Institutional Trustee shall beunder no obligation to exercise any of the rights or powers vested in it bythis Declaration at the request or direction of any of the Holders pursuant tothis Declaration, unless such Holders shall have offered to the InstitutionalTrustee security or indemnity reasonably satisfactory to it against the costs,expenses and liabilities which might be incurred by it in compliance with suchrequest or direction; provided, that nothing contained in this Section2.10(g) shall be taken to relieve the Institutional Trustee, upon theoccurrence of an Event of Default (of which the Institutional Trustee hasknowledge (as provided in Section 2.10(m) hereof)) that has not been cured orwaived, of its obligation to exercise the rights and powers vested in it bythis Declaration;

(h)           the Institutional Trustee shall notbe bound to make any investigation into the facts or matters stated in anyresolution, certificate, statement, instrument, opinion, report, notice, request,consent, order, approval, bond, debenture, note or other evidence ofindebtedness or other paper or document, unless requested in writing to do soby one or more Holders, but the

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Institutional Trustee may make such further inquiry orinvestigation into such facts or matters as it may see fit;

(i)            the Institutional Trustee mayexecute any of the trusts or powers hereunder or perform any duties hereundereither directly or by or through its agents or attorneys and the InstitutionalTrustee shall not be responsible for any misconduct or negligence on the partof, or for the supervision of, any such agent or attorney appointed with duecare by it hereunder;

(j)            whenever in the administration ofthis Declaration the Institutional Trustee shall deem it desirable to receiveinstructions with respect to enforcing any remedy or right or taking any otheraction hereunder, the Institutional Trustee (i) may request instructions fromthe Holders of the Common Securities and the Capital Securities, which instructionsmay be given only by the Holders of the same proportion in liquidation amountof the Common Securities and the Capital Securities as would be entitled todirect the Institutional Trustee under the terms of the Common Securities andthe Capital Securities in respect of such remedy, right or action, (ii) mayrefrain from enforcing such remedy or right or taking such other action untilsuch instructions are received, and (iii) shall be fully protected in acting inaccordance with such instructions;

(k)           except as otherwise expresslyprovided in this Declaration, the Institutional Trustee shall not be under anyobligation to take any action that is discretionary under the provisions ofthis Declaration;

(l)            when the Institutional Trusteeincurs expenses or renders services in connection with a Bankruptcy Event, suchexpenses (including the fees and expenses of its counsel) and the compensationfor such services are intended to constitute expenses of administration underany bankruptcy law or law relating to creditors rights generally;

(m)          the Institutional Trustee shall not becharged with knowledge of an Event of Default unless a Responsible Officer ofthe Institutional Trustee has actual knowledge of such event or theInstitutional Trustee receives written notice of such event from any Holder,except with respect to an Event of Default pursuant to Sections 5.01(a),5.01(b) or 5.01(c) of the Indenture (other than an Event of Default resultingfrom the default in the payment of Additional Interest or premium, if any, ifthe Institutional Trustee does not have actual knowledge or written notice thatsuch payment is due and payable), of which the Institutional Trustee shall bedeemed to have knowledge;

(n)           any action taken by the InstitutionalTrustee or its agents hereunder shall bind the Trust and the Holders of theSecurities, and the signature of the Institutional Trustee or its agents aloneshall be sufficient and effective to perform any such action and no third partyshall be required to inquire as to the authority of the Institutional Trusteeto so act or as to its compliance with any of the terms and provisions of thisDeclaration, both of which shall be conclusively evidenced by the InstitutionalTrustee’s or its agent’s taking such action; and

(o)           no provision of this Declarationshall be deemed to impose any duty or obligation on the Institutional Trusteeto perform any act or acts or exercise any right, power, duty or obligationconferred or imposed on it, in any jurisdiction in which it shall be illegal, orin

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which the Institutional Trustee shall be unqualifiedor incompetent in accordance with applicable law, to perform any such act oracts, or to exercise any such right, power, duty or obligation. No permissivepower or authority available to the Institutional Trustee shall be construed tobe a duty.

SECTION 2.11. Executionof Documents. Unless otherwise determined in writing by the InstitutionalTrustee, and except as otherwise required by the Statutory Trust Act, theInstitutional Trustee, or any one or more of the Administrators, as the casemay be, is authorized to execute and deliver on behalf of the Trust anydocuments, agreements, instruments or certificates that the Trustees or theAdministrators, as the case may be, have the power and authority to executepursuant to Section 2.6.

SECTION 2.12. NotResponsible for Recitals or Issuance of Securities. The recitals containedin this Declaration and the Securities shall be taken as the statements of theSponsor, and the Trustees do not assume any responsibility for theircorrectness. The Trustees make no representations as to the value or conditionof the property of the Trust or any part thereof. The Trustees make norepresentations as to the validity or sufficiency of this Declaration, theDebentures or the Securities.

SECTION 2.13. Durationof Trust. The Trust, unless dissolved pursuant to the provisions of ArticleVII hereof, shall have existence for thirty-five (35) years from the ClosingDate.

SECTION 2.14. Mergers.

(a)           The Trust may not consolidate,amalgamate, merge with or into, or be replaced by, or convey, transfer or leaseits properties and assets substantially as an entirety to any corporation orother Person, except as described in this Section 2.15 and except with respectto the distribution of Debentures to Holders of Securities pursuant to Section7.1(a)(iv) of the Declaration or Section 3 of Annex I.

(b)           The Trust may, with the consent ofthe Administrators (which consent will not be unreasonably withheld) andwithout the consent of the Institutional Trustee or the Holders of the CapitalSecurities, consolidate, amalgamate, merge with or into, or be replaced by, orconvey, transfer or lease its properties and assets as an entirety orsubstantially as an entirety to a trust organized as such under the laws of anystate; provided, that:

(i)            if the Trust is not the survivor,such successor entity (the “Successor Entity”) either:

(A)          expressly assumes all of theobligations of the Trust under the Securities; or

(B)           substitutes for the Securities othersecurities having substantially the same terms as the Securities (the “SuccessorSecurities”) so that the Successor Securities rank the same as the Securitiesrank with

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respect to Distributionsand payments upon Liquidation, redemption and otherwise;

(ii)           the Sponsor expressly appoints atrustee of the Successor Entity that possesses the same powers and duties asthe Institutional Trustee;

(iii)          the Capital Securities or anySuccessor Securities (excluding any securities substituted for the CommonSecurities) are listed or quoted, or any Successor Securities will be listed orquoted upon notification of issuance, on any national securities exchange orwith another organization on which the Capital Securities are then listed orquoted, if any;

(iv)          such merger, consolidation,amalgamation, replacement, conveyance, transfer or lease does not cause therating, if any, on the Capital Securities (including any Successor Securities)to be downgraded or withdrawn by any nationally recognized statistical ratingorganization, if the Capital Securities are then rated;

(v)           such merger, consolidation,amalgamation, replacement, conveyance, transfer or lease does not adverselyaffect the rights, preferences and privileges of the Holders of the Securities(including any Successor Securities) in any material respect (other than withrespect to any dilution of such Holders’ interests in the Successor Entity as aresult of such merger, consolidation, amalgamation or replacement);

(vi)          such Successor Entity has a purposesubstantially identical to that of the Trust;

(vii)         prior to such merger, consolidation,amalgamation, replacement, conveyance, transfer or lease, the Trust hasreceived a written opinion of a nationally recognized independent counsel tothe Trust experienced in such matters to the effect that:

(A)          such merger, consolidation,amalgamation, replacement, conveyance, transfer or lease does not adverselyaffect the rights, preferences and privileges of the Holders of the Securities(including any Successor Securities) in any material respect (other than withrespect to any dilution of the Holders’ interests in the Successor Entity);

(B)           following such merger, consolidation,amalgamation, replacement, conveyance, transfer or lease, neither the Trust northe Successor Entity will be required to register as an Investment Company; and

(C)           following such merger, consolidation,amalgamation, replacement, conveyance, transfer or lease, the Trust (or theSuccessor Entity) will continue to be classified as a grantor trust for UnitedStates federal income tax purposes;

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(viii)        the Sponsor guarantees the obligationsof such Successor Entity under the Successor Securities to the same extentprovided by the Guarantee, the Debentures and this Declaration; and

(ix)           prior to such merger, consolidation,amalgamation, replacement, conveyance, transfer or lease, the InstitutionalTrustee shall have received an Officers’ Certificate of the Administrators andan opinion of counsel, each to the effect that all conditions precedent of thisparagraph (b) to such transaction have been satisfied.

(c)           Notwithstanding Section 2.15(b), theTrust shall not, except with the consent of Holders of 100% in liquidationamount of the Securities, consolidate, amalgamate, merge with or into, or be replacedby, or convey, transfer or lease its properties and assets as an entirety orsubstantially as an entirety to, any other Person or permit any other Person toconsolidate, amalgamate, merge with or into, or replace it if suchconsolidation, amalgamation, merger, replacement, conveyance, transfer or leasewould cause the Trust or Successor Entity to be classified as other than agrantor trust for United States federal income tax purposes.

ARTICLE IIISPONSOR

SECTION 3.1. Sponsor’sPurchase of Common Securities. On the Closing Date, the Sponsor willpurchase all of the Common Securities issued by the Trust, in an amount atleast equal to 3% of the capital of the Trust, at the same time as the CapitalSecurities are sold.

SECTION 3.2. Responsibilitiesof the Sponsor. In connection with the issue and sale of the CapitalSecurities, and in reliance on Section 6 of the Placement Agreement, theSponsor shall have the exclusive right and responsibility and sole decision toengage in, or direct the Administrators to engage in, the following activities:

(a)           to determine, if applicable, theStates in which to take appropriate action to qualify or register for sale ofall or part of the Capital Securities and to do any and all such acts, otherthan actions which must be taken by the Trust, and advise the Trust of actionsit must take, and prepare for execution and filing any documents to be executedand filed by the Trust, as the Sponsor deems necessary or advisable in order tocomply with the applicable laws of any such States;

(b)           if applicable, to prepare for filingand request the Administrators to cause the filing by the Trust, as may beappropriate, of an application to the PORTAL system, for listing or quotationupon notice of issuance of any Capital Securities, as requested by the Holdersof not less than a Majority in liquidation amount of the Capital Securities;and

(c)           to negotiate the terms of and/orexecute and deliver on behalf of the Trust, the Placement Agreement and otherrelated agreements providing for the sale of the Capital Securities.

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ARTICLE IVTRUSTEES AND ADMINISTRATORS

SECTION 4.1. Number ofTrustees. The number of Trustees initially shall be one, and:

(a)           at any time before theissuance of any Securities, the Sponsor may, by written instrument, increase ordecrease the number of Trustees; and

(b)           after the issuance ofany Securities, the number of Trustees may be increased or decreased by vote ofthe Holder of a Majority in liquidation amount of the Common Securities votingas a class at a meeting of the Holder of the Common Securities; provided,however, that there shall always be one Trustee who shall be theInstitutional Trustee.

SECTION 4.2. InstitutionalTrustee; Eligibility.

(a)           There shall at alltimes be one Trustee which shall act as Institutional Trustee which shall:

(i)            not be an Affiliate ofthe Sponsor;

(ii)           not offer or providecredit or credit enhancement to the Trust; and

(iii)          be a banking corporationor national association organized and doing business under the laws of theUnited States of America or any state thereof or of the District of Columbiaand authorized under such laws to exercise corporate trust powers, having acombined capital and surplus of at least fifty million U.S. dollars($50,000,000), and subject to supervision or examination by federal, state or Districtof Columbia authority. If such corporation or national association publishesreports of condition at least annually, pursuant to law or to the requirementsof the supervising or examining authority referred to above, then for thepurposes of this Section 4.3(a)(iii), the combined capital and surplus of suchcorporation or national association shall be deemed to be its combined capitaland surplus as set forth in its most recent report of condition so published.

(b)           If at any time theInstitutional Trustee shall cease to be eligible to so act under Section4.2(a), the Institutional Trustee shall immediately resign in the manner andwith the effect set forth in Section 4.5.

(c)           If the InstitutionalTrustee has or shall acquire any “conflicting interest” within the meaning of §310(b) of the Trust Indenture Act, the Institutional Trustee shall eithereliminate such interest or resign, to the extent and in the manner provided by,and subject to this Declaration.

(d)           The initialInstitutional Trustee shall be U.S. Bank National Association.

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SECTION 4.3. Administrators.Each Administrator shall be a U.S. Person.

Thereshall at all times be at least one Administrator. Except where a requirementfor action by a specific number of Administrators is expressly set forth inthis Declaration and except with respect to any action the taking of which isthe subject of a meeting of the Administrators, any action required orpermitted to be taken by the Administrators may be taken by, and any power ofthe Administrators may be exercised by, or with the consent of, any one suchAdministrator acting alone.

SECTION 4.4. Appointment,Removal and Resignation of the Trustees and the Administrators.

(a)           No resignation orremoval of any Trustee and no appointment of a successor Trustee pursuant tothis Article shall become effective until the acceptance of appointment by thesuccessor Trustee in accordance with the applicable requirements of thisSection 4.4.

(b)           Subject to Section4.4(a), a Trustee may resign at any time by giving written notice thereof tothe Holders of the Securities and by appointing a successor Trustee. Upon theresignation of the Institutional Trustee, the Institutional Trustee shallappoint a successor by requesting from at least three Persons meeting theeligibility requirements their expenses and charges to serve as the successorInstitutional Trustee on a form provided by the Administrators, and selectingthe Person who agrees to the lowest reasonable expense and charges (the “SuccessorInstitutional Trustee”). If the instrument of acceptance by the successorTrustee required by this Section 4.4 shall not have been delivered to theTrustee within 60 days after the giving of such notice of resignation ordelivery of the instrument of removal, the Trustee may petition, at the expenseof the Trust, any federal, state or District of Columbia court of competentjurisdiction for the appointment of a successor Trustee. Such court maythereupon, after prescribing such notice, if any, as it may deem proper, appointa Trustee. The Institutional Trustee shall have no liability for the selectionof such successor pursuant to this Section 4.4.

(c)           Unless an Event ofDefault shall have occurred and be continuing, any Trustee may be removed atany time by an act of the Holders of a Majority in liquidation amount of theCommon Securities. If any Trustee shall be so removed, the Holders of theCommon Securities, by act of the Holders of a Majority in liquidation amount ofthe Common Securities delivered to the Trustee, shall promptly appoint asuccessor Trustee, and such successor Trustee shall comply with the applicablerequirements of this Section 4.4. If an Event of Default shall have occurredand be continuing, the Institutional Trustee may be removed by the act of the Holdersof a Majority in liquidation amount of the Capital Securities, delivered to theTrustee (in its individual capacity and on behalf of the Trust). If any Trusteeshall be so removed, the Holders of Capital Securities, by act of the Holdersof a Majority in liquidation amount of the Capital Securities then outstandingdelivered to the Trustee, shall promptly appoint a successor Trustee orTrustees, and such successor Trustee shall comply with the applicablerequirements of this Section 4.4. If no successor Trustee shall have been soappointed by the Holders of a Majority in liquidation amount of the CapitalSecurities and accepted appointment in the manner required by this Section 4.4within 30 days after delivery of an instrument of removal, the

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Trustee or any Holder whohas been a Holder of the Securities for at least six months may, on behalf ofhimself and all others similarly situated, petition any federal, state orDistrict of Columbia court of competent jurisdiction for the appointment of asuccessor Trustee. Such court may thereupon, after prescribing such notice, ifany, as it may deem proper, appoint a successor Trustee or Trustees.

(d)           The InstitutionalTrustee shall give notice of each resignation and each removal of a Trustee andeach appointment of a successor Trustee to all Holders and to the Sponsor. Eachnotice shall include the name of the successor Trustee and the address of itsCorporate Trust Office if it is the Institutional Trustee.

(e)           In case of theappointment hereunder of a successor Trustee, the retiring Trustee and eachsuccessor Trustee with respect to the Securities shall execute and deliver anamendment hereto wherein each successor Trustee shall accept such appointmentand which (a) shall contain such provisions as shall be necessary or desirableto transfer and confirm to, and to vest in, each successor Trustee all therights, powers, trusts and duties of the retiring Trustee with respect to theSecurities and the Trust and (b) shall add to or change any of the provisions ofthis Declaration as shall be necessary to provide for or facilitate theadministration of the Trust by more than one Trustee, it being understood thatnothing herein or in such amendment shall constitute such Trustees co-trusteesand upon the execution and delivery of such amendment the resignation orremoval of the retiring Trustee shall become effective to the extent providedtherein and each such successor Trustee, without any further act, deed orconveyance, shall become vested with all the rights, powers, trusts and dutiesof the retiring Trustee; but, on request of the Trust or any successor Trustee,such retiring Trustee shall duly assign, transfer and deliver to such successorTrustee all Trust Property, all proceeds thereof and money held by such retiringTrustee hereunder with respect to the Securities and the Trust subject to thepayment of all unpaid fees, expenses and indemnities of such retiring Trustee.

(f)            No InstitutionalTrustee shall be liable for the acts or omissions to act of any SuccessorInstitutional Trustee.

(g)           The Holders of theCapital Securities will have no right to vote to appoint, remove or replace theAdministrators, which voting rights are vested exclusively in the Holders ofthe Common Securities.

SECTION 4.5. Vacancies Among Trustees. If a Trusteeceases to hold office for any reason and the number of Trustees is not reducedpursuant to Section 4.1, or if the number of Trustees is increased pursuant toSection 4.1, a vacancy shall occur. A resolution certifying the existence ofsuch vacancy by the Trustees or, if there are more than two, a majority of theTrustees shall be conclusive evidence of the existence of such vacancy. Thevacancy shall be filled with a Trustee appointed in accordance with Section4.4.

SECTION 4.6. Effect of Vacancies. The death,resignation, retirement, removal, bankruptcy, dissolution, liquidation,incompetence or incapacity to perform the duties of a Trustee shall not operateto dissolve, terminate or annul the Trust or terminate this Declaration. Whenevera vacancy in the number of

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Trustees shall occur, until such vacancy is filled bythe appointment of a Trustee in accordance with Section 4.4, the InstitutionalTrustee shall have all the powers granted to the Trustees and shall dischargeall the duties imposed upon the Trustees by this Declaration.

SECTION 4.7. Meetings of the Trustees and theAdministrators. Meetings of the Trustees or the Administrators shall beheld from time to time upon the call of any Trustee or Administrator, asapplicable. Regular meetings of the Trustees and the Administrators,respectively, may be in person in the United States or by telephone, at a place(if applicable) and time fixed by resolution of the Trustees or theAdministrators, as applicable. Notice of any in-person meetings of the Trusteesor the Administrators shall be hand delivered or otherwise delivered in writing(including by facsimile, with a hard copy by overnight courier) not less than48 hours before such meeting. Notice of any telephonic meetings of the Trusteesor the Administrators or any committee thereof shall be hand delivered orotherwise delivered in writing (including by facsimile, with a hard copy byovernight courier) not less than 24 hours before a meeting. Notices shallcontain a brief statement of the time, place and anticipated purposes of themeeting. The presence (whether in person or by telephone) of a Trustee or anAdministrator, as the case may be, at a meeting shall constitute a waiver ofnotice of such meeting except where a Trustee or an Administrator, as the casemay be, attends a meeting for the express purpose of objecting to thetransaction of any activity on the ground that the meeting has not beenlawfully called or convened. Unless provided otherwise in this Declaration, anyaction of the Trustees or the Administrators, as the case may be, may be takenat a meeting by vote of a majority of the Trustees or the Administratorspresent (whether in person or by telephone) and eligible to vote with respectto such matter; provided, that, in the case of the Administrators, aQuorum is present, or without a meeting by the unanimous written consent of theTrustees or the Administrators, as the case may be. Meetings of the Trusteesand the Administrators together shall be held from time to time upon the callof any Trustee or Administrator.

SECTION 4.8. Delegation of Power.

(a)           Any Trustee or anyAdministrator, as the case may be, may, by power of attorney consistent withapplicable law, delegate to any other natural person over the age of 21 that isa U.S. Person his or her power for the purpose of executing any documents,instruments or other writings contemplated in Section 2.6.

(b)           The Trustees shall havepower to delegate from time to time to such of their number or to any officerof the Trust that is a U.S. Person, the doing of such things and the executionof such instruments or other writings either in the name of the Trust or thenames of the Trustees or otherwise as the Trustees may deem expedient, to theextent such delegation is not prohibited by applicable law or contrary to theprovisions of the Trust, as set forth herein.

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SECTION 4.9. Merger, Conversion, Consolidation orSuccession to Business.

Any Person into which the Institutional Trustee may bemerged or converted or with which it may be consolidated, or any Personresulting from any merger, conversion or consolidation to which theInstitutional Trustee shall be a party, or any Person succeeding to all orsubstantially all the corporate trust business of the Institutional Trusteeshall be the successor of the Institutional Trustee hereunder, without theexecution or filing of any paper or any further act on the part of any of theparties hereto, provided such Person shall be otherwise qualified and eligibleunder this Article.

ARTICLE VDISTRIBUTIONS

SECTION 5.1. Distributions.

(a)           Holdersshall receive Distributions in accordance with the applicable terms of therelevant Holder’s Securities. Distributions shall be made on the CapitalSecurities and the Common Securities in accordance with the preferences setforth in their respective terms. If and to the extent that the Debenture Issuermakes a payment of interest (including any Additional Interest or DeferredInterest) or premium, if any, on and/or principal on the Debentures held by theInstitutional Trustee (the amount of any such payment being a “Payment Amount”),the Institutional Trustee shall and is directed, to the extent funds areavailable in the Property Account for that purpose, to make a distribution (a “Distribution”)of the Payment Amount to Holders. For the avoidance of doubt, funds in theProperty Account shall not be distributed to Holders to the extent of any taxespayable by the Trust, in the case of withholding taxes, as determined by theInstitutional Trustee or any Paying Agent and, in the case of taxes other thanwithholding tax taxes, as determined by the Administrators in a written noticeto the Institutional Trustee.

(b)           Asa condition to the payment of any principal of or interest on the Securities withoutthe imposition of withholding tax, the Administrators shall require theprevious delivery of properly completed and signed applicable U.S. federalincome tax certifications (generally, an Internal Revenue Service Form W-9 (orapplicable successor form) in the case of a person that is a “United Statesperson” within the meaning of Section 7701(a)(30) of the Code or an InternalRevenue Service Form W-8 (or applicable successor form) in the case of a personthat is not a “United States person” within the meaning of Section 7701(a)(30)of the Code, and any other certification acceptable to it to enable theInstitutional Trustee or any Paying Agent to determine their respective dutiesand liabilities with respect to any taxes or other charges that they may berequired to pay, deduct or withhold in respect of such Securities.

ARTICLE VIISSUANCE OF SECURITIES

SECTION 6.1. GeneralProvisions Regarding Securities.

(a)           The Administratorsshall on behalf of the Trust issue one series of capital securities, evidencedby a certificate substantially in the form of Exhibit A-1, representing

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undivided beneficialinterests in the assets of the Trust and having such terms as are set forth inAnnex I (the “Capital Securities”), and one series of common securities, evidencedby a certificate substantially in the form of Exhibit A-2, representingundivided beneficial interests in the assets of the Trust and having such termsas are set forth in Annex I (the “Common Securities”). The Trust shall issue nosecurities or other interests in the assets of the Trust other than the CapitalSecurities and the Common Securities. The Capital Securities rank *pari passu* and payment thereon shall bemade Pro Rata with the Common Securities except that, where an Event of Defaulthas occurred and is continuing, the rights of Holders of the Common Securitiesto payment in respect of Distributions and payments upon liquidation,redemption and otherwise are subordinated to the rights to payment of theHolders of the Capital Securities.

(b)           The Certificates shallbe signed on behalf of the Trust by one or more Administrators. Such signatureshall be the facsimile or manual signature of any Administrator. In case anyAdministrator of the Trust who shall have signed any of the Securities shall ceaseto be such Administrator before the Certificates so signed shall be deliveredby the Trust, such Certificates nevertheless may be delivered as though theperson who signed such Certificates had not ceased to be such Administrator.Any Certificate may be signed on behalf of the Trust by such person who, at theactual date of execution of such Security, shall be an Administrator of theTrust, although at the date of the execution and delivery of the Declarationany such person was not such an Administrator. A Capital Security shall not bevalid until authenticated by the manual signature of an Authorized Officer ofthe Institutional Trustee. Such signature shall be conclusive evidence that theCapital Security has been authenticated under this Declaration. Upon writtenorder of the Trust signed by one Administrator, the Institutional Trustee shallauthenticate the Capital Securities for original issue. The InstitutionalTrustee may appoint an authenticating agent that is a U.S. Person acceptable tothe Trust to authenticate the Capital Securities. A Common Security need not beso authenticated and shall be valid upon execution by one or moreAdministrators.

(c)           The considerationreceived by the Trust for the issuance of the Securities shall constitute acontribution to the capital of the Trust and shall not constitute a loan to theTrust.

(d)           Upon issuance of theSecurities as provided in this Declaration, the Securities so issued shall bedeemed to be validly issued, fully paid and non-assessable, and each Holderthereof shall be entitled to the benefits provided by this Declaration.

(e)           Every Person, by virtueof having become a Holder in accordance with the terms of this Declaration,shall be deemed to have expressly assented and agreed to the terms of, and shallbe bound by, this Declaration and the Guarantee.

SECTION 6.2. PayingAgent, Transfer Agent, Calculation Agent and Registrar.

(a)           The Trust shallmaintain in New York, New York, an office or agency where the Securities may bepresented for payment (the “Paying Agent”), and an office or agency whereSecurities may be presented for registration of transfer or exchange (the “TransferAgent”). The Trustee hereby appoints the Institutional Trustee as Paying Agentand Transfer 

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Agent at U.S. BankNational Association, 100 Wall Street, 19th Floor, New York, New York 10005,Attn: Corporate Trust Services – Chino Statutory Trust I. The Trust shall alsokeep or cause to be kept a register for the purpose of registering Securitiesand transfers and exchanges of Securities, such register to be held by aregistrar (the “Registrar”). The Administrators may appoint the Paying Agent,the Registrar and the Transfer Agent, and may appoint one or more additionalPaying Agents, one or more co-Registrars, or one or more co-Transfer Agents insuch other locations as it shall determine. The term “Paying Agent” includesany additional Paying Agent, the term “Registrar” includes any additionalRegistrar or co-Registrar and the term “Transfer Agent” includes any additionalTransfer Agent or co-Transfer Agent. The Administrators may change any PayingAgent, Transfer Agent or Registrar at any time without prior notice to anyHolder. The Administrators shall notify the Institutional Trustee of the nameand address of any Paying Agent, Transfer Agent and Registrar not a party tothis Declaration. The Administrators hereby initially appoint the InstitutionalTrustee to act as Registrar for the Capital Securities and the CommonSecurities at its Corporate Trust Office. The Institutional Trustee or any ofits Affiliates in the United States may act as Paying Agent, Transfer Agent orRegistrar.

(b)           The Trust shall alsoappoint a Calculation Agent, which shall determine the Coupon Rate inaccordance with the terms of the Securities. The Trust initially appoints theInstitutional Trustee as Calculation Agent.

SECTION 6.3. Form andDating.

(a)           The Capital Securitiesand the Institutional Trustee’s certificate of authentication thereon shall besubstantially in the form of Exhibit A-1, and the Common Securities shall besubstantially in the form of Exhibit A-2, each of which is hereby incorporatedin and expressly made a part of this Declaration. Certificates may be typed,printed, lithographed or engraved or may be produced in any other manner as isreasonably acceptable to the Administrators, as conclusively evidenced by theirexecution thereof. The Certificates may have letters, numbers, notations orother marks of identification or designation and such legends or endorsementsrequired by law, stock exchange rule, agreements to which the Trust is subject,if any, or usage (provided, that any such notation, legend or endorsement is ina form acceptable to the Sponsor). The Trust at the direction of the Sponsorshall furnish any such legend not contained in Exhibit A-1 to the InstitutionalTrustee in writing. Each Capital Security shall be dated the date of itsauthentication. The terms and provisions of the Securities set forth in Annex Iand the forms of Securities set forth in Exhibits A-1 and A-2 are part of theterms of this Declaration and to the extent applicable, the InstitutionalTrustee, the Administrators and the Sponsor, by their execution and delivery ofthis Declaration, expressly agree to such terms and provisions and to be boundthereby. Capital Securities will be issued only in blocks having a statedliquidation amount of not less than $100,000 and multiples of $1,000 in excessthereof.

(b)           The Capital Securitiessold by the Trust to the initial purchasers pursuant to the Placement Agreementand the Capital Securities Purchase Agreement shall be issued in definitiveform, registered in the name of the Holder thereof, without coupons and withthe Restricted Securities Legend.

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SECTION 6.4. Mutilated, Destroyed, Lost or StolenCertificates. If:  (a) any mutilatedCertificates should be surrendered to the Registrar, or if the Registrar shallreceive evidence to its satisfaction of the destruction, loss or theft of anyCertificate; and (b) there shall be delivered to the Registrar, the Administratorsand the Institutional Trustee such security or indemnity as may be required bythem to hold each of them harmless; then, in the absence of notice that suchCertificate shall have been acquired by a bona fide purchaser, an Administratoron behalf of the Trust shall execute (and in the case of a Capital SecurityCertificate, the Institutional Trustee shall authenticate) and deliver, inexchange for or in lieu of any such mutilated, destroyed, lost or stolenCertificate, a new Certificate of like denomination. In connection with theissuance of any new Certificate under this Section 6.4, the Registrar or theAdministrators may require the payment of a sum sufficient to cover any tax orother governmental charge that may be imposed in connection therewith. Anyduplicate Certificate issued pursuant to this Section shall constituteconclusive evidence of an ownership interest in the relevant Securities, as iforiginally issued, whether or not the lost, stolen or destroyed Certificateshall be found at any time.

SECTION 6.5. Temporary Securities. Until definitiveSecurities are ready for delivery, the Administrators may prepare and, in thecase of the Capital Securities, the Institutional Trustee shall authenticate,temporary Securities. Temporary Securities shall be substantially in form ofdefinitive Securities but may have variations that the Administrators considerappropriate for temporary Securities. Without unreasonable delay, theAdministrators shall prepare and, in the case of the Capital Securities, theInstitutional Trustee shall authenticate definitive Securities in exchange fortemporary Securities.

SECTION 6.6. Cancellation. The Administrators at anytime may deliver Securities to the Registrar for cancellation. The Registrarshall forward to the Institutional Trustee any Securities surrendered to it forregistration of transfer, redemption or payment. The Institutional Trusteeshall promptly cancel all Securities surrendered for registration of transfer,payment, replacement or cancellation and shall dispose of such canceledSecurities in accordance with its standard procedures or otherwise as theAdministrators direct. The Administrators may not issue new Securities toreplace Securities that have been paid or that have been delivered to the InstitutionalTrustee for cancellation.

SECTION 6.7. Rights of Holders; Waivers of Past Defaults.

(a)           The legal title to theTrust Property is vested exclusively in the Institutional Trustee (in itscapacity as such) in accordance with Section 2.5, and the Holders shall nothave any right or title therein other than the undivided beneficial interest inthe assets of the Trust conferred by their Securities and they shall have noright to call for any partition or division of property, profits or rights ofthe Trust except as described below. The Securities shall be personal propertygiving only the rights specifically set forth therein and in this Declaration.

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The Securities shall haveno, and the issuance of the Securities shall not be subject to, preemptive orother similar rights and when issued and delivered to Holders against paymentof the purchase price therefor, the Securities will be fully paid andnonassessable by the Trust.

(b)           For so long as anyCapital Securities remain outstanding, if, upon an Indenture Event of Defaultunder paragraphs (c), (e), (f) or (g) of Section 5.01 of the Indenture, theDebenture Trustee fails or the holders of not less than 25% in principal amountof the outstanding Debentures fail to declare the principal of all of the Debenturesto be immediately due and payable, the Holders of not less than a Majority inliquidation amount of the Capital Securities then outstanding shall have theright to make such declaration by a notice in writing to the InstitutionalTrustee, the Sponsor and the Debenture Trustee.

(c)           Upon an Indenture Eventof Default under paragraphs (c), (e), (f) or (g) of Section 5.01 of theIndenture at any time after a declaration of acceleration of maturity of theDebentures has been made and before a judgment or decree for payment of themoney due has been obtained by the Debenture Trustee as provided in theIndenture, if the Institutional Trustee, subject to the provisions hereof,fails to annul any such declaration and waive such default, the Holders of not lessthan a Majority in liquidation amount of the Capital Securities, by writtennotice to the Institutional Trustee, the Sponsor and the Debenture Trustee, mayrescind and annul such declaration and its consequences if:

(i)            the Sponsor has paidor deposited with the Debenture Trustee a sum sufficient to pay

(A)          all overdue installmentsof interest on all of the Debentures;

(B)           any accrued DeferredInterest on all of the Debentures;

(C)           all payments on anyDebentures that have become due otherwise than by such declaration ofacceleration and interest and Deferred Interest thereon at the rate borne bythe Debentures; and

(D)          all sums paid oradvanced by the Debenture Trustee under the Indenture and the reasonablecompensation, documented expenses, disbursements and advances of the DebentureTrustee and the Institutional Trustee, their agents and counsel; and

(ii)           all Events of Defaultwith respect to the Debentures, other than the non-payment of the principal ofor premium, if any, on the Debentures that has become due solely by suchacceleration, have been cured or waived as provided in Section 5.07 of theIndenture.

(d)           The Holders of not lessthan a Majority in liquidation amount of the Capital Securities may, on behalfof the Holders of all the Capital Securities, waive any past default or Eventof Default, except a default or Event of Default in the payment of principal orinterest (unless such default or Event of Default has been cured and a sumsufficient to pay all matured installments of interest and principal dueotherwise than by acceleration has been deposited with the Debenture Trustee)or a default or Event of Default in respect of a covenant or

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provision that under theIndenture cannot be modified or amended without the consent of the holder ofeach outstanding Debenture. No such rescission shall affect any subsequentdefault or impair any right consequent thereon.

(e)           Upon receipt by theInstitutional Trustee of written notice declaring such an acceleration, orrescission and annulment thereof, by Holders of any part of the CapitalSecurities, a record date shall be established for determining Holders ofoutstanding Capital Securities entitled to join in such notice, which recorddate shall be at the close of business on the day the Institutional Trusteereceives such notice. The Holders on such record date, or their duly designatedproxies, and only such Persons, shall be entitled to join in such notice,whether or not such Holders remain Holders after such record date; provided,that, unless such declaration of acceleration, or rescission and annulment, asthe case may be, shall have become effective by virtue of the requisitepercentage having joined in such notice prior to the day that is 90 days aftersuch record date, such notice of declaration of acceleration, or rescission andannulment, as the case may be, shall automatically and without further actionby any Holder be canceled and of no further effect. Nothing in this paragraphshall prevent a Holder, or a proxy of a Holder, from giving, after expirationof such 90-day period, a new written notice of declaration of acceleration, orrescission and annulment thereof, as the case may be, that is identical to awritten notice that has been canceled pursuant to the proviso to the precedingsentence, in which event a new record date shall be established pursuant to theprovisions of this Section 6.7.

(f)            Except as otherwiseprovided in this Section 6.7, the Holders of not less than a Majority inliquidation amount of the Capital Securities may, on behalf of the Holders ofall the Capital Securities, waive any past default or Event of Default and itsconsequences. Upon such waiver, any such default or Event of Default shallcease to exist, and any default or Event of Default arising therefrom shall bedeemed to have been cured, for every purpose of this Declaration, but no suchwaiver shall extend to any subsequent or other default or Event of Default orimpair any right consequent thereon.

ARTICLE VIIDISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1. Dissolutionand Termination of Trust.

(a)           The Trust shalldissolve on the first to occur of

(i)            unless earlierdissolved, on December 15, 2041, the expiration of the term of the Trust;

(ii)           a Bankruptcy Event withrespect to the Sponsor, the Trust or the Debenture Issuer;

(iii)          (other than inconnection with a merger, consolidation or similar transaction not prohibitedby the Indenture, this Declaration or the Guarantee, as the case may be) thefiling of a certificate of dissolution or its equivalent with respect to theSponsor or upon the revocation of the charter of the Sponsor and the expirationof 90 days after the date of revocation without a reinstatement thereof;

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(iv)          the distribution of allof the Debentures to the Holders of the Securities, upon exercise of the rightof the Holders of all of the outstanding Common Securities to dissolve theTrust as provided in Annex I hereto;

(v)           the entry of a decreeof judicial dissolution of any Holder of the Common Securities, the Sponsor,the Trust or the Debenture Issuer;

(vi)          when all of theSecurities shall have been called for redemption and the amounts necessary forredemption thereof shall have been paid to the Holders in accordance with theterms of the Securities; or

(vii)         before the issuance ofany Securities, with the consent of all of the Trustees and the Sponsor.

(b)           As soon as ispracticable after the occurrence of an event referred to in Section 7.1(a), andafter satisfaction of liabilities to creditors of the Trust as required byapplicable law, and subject to the terms set forth in Annex I, theInstitutional Trustee, when notified in writing of the completion of thewinding up of the Trust in accordance with the Statutory Trust Act, shallterminate the Trust by filing, at the expense of the Sponsor, a certificate ofcancellation with the Secretary of State of the State of Connecticut inaccordance with Section 34-503 of the Statutory Trust Act.

(c)           The provisions ofSection 2.9 and Article IX shall survive the termination of the Trust.

ARTICLE VIIITRANSFER OF INTERESTS

SECTION 8.1. General.

(a)           Subject to Section 6.4and Section 8.1(c), when Capital Securities are presented to the Registrar witha request to register a transfer or to exchange them for an equal number ofCapital Securities represented by different Certificates, the Registrar shallregister the transfer or make the exchange if the requirements provided forherein for such transactions are met. To permit registrations of transfers andexchanges, the Trust shall issue and the Institutional Trustee shallauthenticate Capital Securities at the Registrar’s request.

(b)           Upon issuance of theCommon Securities, the Sponsor shall acquire and retain beneficial and recordownership of the Common Securities and, for so long as the Securities remain outstanding,the Sponsor shall maintain 100% ownership of the Common Securities; provided,however, that any permitted successor of the Sponsor under the Indenture thatis a U.S. Person may succeed to the Sponsor’s ownership of the CommonSecurities.

(c)           Capital Securities mayonly be transferred, in whole or in part, in accordance with the terms andconditions set forth in this Declaration and in the terms of the CapitalSecurities. To the fullest extent permitted by applicable law, any transfer orpurported transfer of any Security not made in accordance with this Declarationshall be null and void and will be deemed to be of no legal effect whatsoeverand any such transferee shall be deemed not

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to be the holder of suchCapital Securities for any purpose, including but not limited to the receipt ofDistributions on such Capital Securities, and such transferee shall be deemedto have no interest whatsoever in such Capital Securities.

(d)           The Registrar shallprovide for the registration of Securities and of transfers of Securities,which will be effected without charge but only upon payment (with suchindemnity as the Registrar may require) in respect of any tax or othergovernmental charges that may be imposed in relation to it. Upon surrender forregistration of transfer of any Securities, the Registrar shall cause one ormore new Securities to be issued in the name of the designated transferee ortransferees. Any Security issued upon any registration of transfer or exchangepursuant to the terms of this Declaration shall evidence the same Security andshall be entitled to the same benefits under this Declaration as the Securitysurrendered upon such registration of transfer or exchange. Every Securitysurrendered for registration of transfer shall be accompanied by a writteninstrument of transfer in form satisfactory to the Registrar duly executed bythe Holder or such Holder’s attorney duly authorized in writing. Each Securitysurrendered for registration of transfer shall be canceled by the InstitutionalTrustee pursuant to Section 6. A transferee of a Security shall be entitled tothe rights and subject to the obligations of a Holder hereunder upon thereceipt by such transferee of a Security. By acceptance of a Security, eachtransferee shall be deemed to have agreed to be bound by this Declaration.

(e)           Neither the Trust northe Registrar shall be required (i) to issue, register the transfer of, orexchange any Securities during a period beginning at the opening of business 15days before the day of any selection of Securities for redemption and ending atthe close of business on the earliest date on which the relevant notice ofredemption is deemed to have been given to all Holders of the Securities to beredeemed, or (ii) to register the transfer or exchange of any Security soselected for redemption in whole or in part, except the unredeemed portion ofany Security being redeemed in part.

SECTION 8.2. TransferProcedures and Restrictions.

(a)           The Capital Securitiesshall bear the Restricted Securities Legend (as defined below), which shall notbe removed unless there is delivered to the Trust such satisfactory evidence,which may include an opinion of counsel reasonably acceptable to theAdministrators and the Institutional Trustee, as may be reasonably required bythe Trust or the Institutional Trustee, that neither the legend nor therestrictions on transfer set forth therein are required to ensure thattransfers thereof comply with the provisions of the Securities Act or that suchSecurities are not “restricted” within the meaning of Rule 144 under theSecurities Act. Upon provision of such satisfactory evidence, the InstitutionalTrustee, at the written direction of the Administrators, shall authenticate anddeliver Capital Securities that do not bear the Restricted Securities Legend(other than the legend contemplated by Section 8.2(d)).

(b)           When Capital Securitiesare presented to the Registrar (x) to register the transfer of such CapitalSecurities, or (y) to exchange such Capital Securities for an equal number ofCapital Securities represented by different Certificates, the Registrar shallregister the transfer or make the exchange as requested if its reasonablerequirements for such transaction are met; provided, however,that the Capital Securities surrendered for registration of transfer orexchange shall be duly endorsed or accompanied by a written instrument oftransfer in form

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reasonably satisfactoryto the Administrators, the Institutional Trustee and the Registrar, dulyexecuted by the Holder thereof or his attorney duly authorized in writing.

(c)           Except as permitted bySection 8.2(a), each Capital Security shall bear a legend (the “RestrictedSecurities Legend”) in substantially the following form:

THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLESECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREINMAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISEDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION ISEXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELLOR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THETRUST, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO APERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” ASDEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AQUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER ISBEING MADE IN RELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON” IN AN “OFFSHORETRANSACTION” PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),(2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITYFOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITED INVESTOR,” FORINVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTIONWITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E) PURSUANT TOANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER’S AND THE TRUST’S RIGHT PRIORTO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRETHE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATIONSATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED AND RESTATEDDECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE DEBENTURE ISSUEROR THE TRUST. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THATIT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

THEHOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS ANDWARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THISSECURITY UNLESS SUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT ORAN APPLICABLE EXEMPTION THEREFROM.

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THEHOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS ANDWARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OROTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOMESECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNALREVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITYWHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’SINVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAYACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER ORHOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OFLABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY ISNOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECTTO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANYINTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDINGTHEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANINGOF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE ISAPPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFITPLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEEBENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOTRESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVEEXEMPTION.

INCONNECTION WITH ANY TRANSFER, THE HOLDER OF THE CERTIFICATE WILL DELIVER TO THEREGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BEREQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THETRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

THISSECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING ALIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESSTHEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING ALIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NOLEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TOBE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO,THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREESHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

(d)           Capital Securities mayonly be transferred in minimum blocks of $100,000 aggregate liquidation amount(100 Capital Securities) and multiples of $1,000 in excess thereof. Anyattempted transfer of Capital Securities in a block having an aggregateliquidation amount of less than $100,000 shall be deemed to be void and of nolegal effect whatsoever. Any such

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purported transferee shall be deemed not to be aHolder of such Capital Securities for any purpose, including, but not limitedto, the receipt of Distributions on such Capital Securities, and such purportedtransferee shall be deemed to have no interest whatsoever in such CapitalSecurities.

(e)           Each party heretounderstands and hereby agrees that the initial purchaser is intended solely tobe an interim holder of the Capital Securities and is purchasing suchsecurities to facilitate consummation of the transactions contemplated hereinand in the documents ancillary hereto. Notwithstanding any provision in thisDeclaration to the contrary, the initial purchaser shall have the right uponnotice (a “Transfer Notice”) to the Institutional Trustee and the Sponsor totransfer title in and to the Capital Securities; provided the initial purchasershall take reasonable steps to ensure that such transfer is exempt fromregistration under the Securities Act of 1933, as amended, and rulespromulgated thereunder. Any Transfer Notice delivered to the InstitutionalTrustee and Sponsor pursuant to the preceding sentence shall indicate theaggregate liquidation amount of Capital Securities being transferred, the nameand address of the transferee thereof (the “Transferee”) and the date of suchtransfer. Notwithstanding any provision in this Declaration to the contrary,the transfer by the initial purchaser of title in and to the Capital Securitiespursuant to a Transfer Notice shall not be subject to any requirement relatingto Opinions of Counsel, Certificates of Transfer or any other Opinion orCertificate applicable to transfers hereunder and relating to CapitalSecurities.

(f)            Neitherthe Institutional Trustee nor the Registrar shall be responsible forascertaining whether any transfer hereunder complies with the registrationprovisions of or any exemptions from the Securities Act, applicable statesecurities laws or the applicable laws of any other jurisdiction, ERISA, theCode or the Investment Company Act.

SECTION 8.3. DeemedSecurity Holders.

TheTrust, the Administrators, the Trustees, the Paying Agent, the Transfer Agentor the Registrar may treat the Person in whose name any Certificate shall beregistered on the books and records of the Trust as the sole holder of suchCertificate and of the Securities represented by such Certificate for purposesof receiving Distributions and for all other purposes whatsoever and,accordingly, shall not be bound to recognize any equitable or other claim to orinterest in such Certificate or in the Securities represented by suchCertificate on the part of any Person, whether or not the Trust, theAdministrators, the Trustees, the Paying Agent, the Transfer Agent or theRegistrar shall have actual or other notice thereof.

ARTICLE IXLIMITATION OF LIABILITY OF HOLDERSOF SECURITIES, TRUSTEES OR OTHERS

SECTION 9.1. Liability.

(a)           Except as expressly setforth in this Declaration, the Guarantee and the terms of the Securities, theSponsor shall not be:

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(i)            personally liable forthe return of any portion of the capital contributions (or any return thereon)of the Holders of the Securities which shall be made solely from assets of theTrust; and

(ii)           required to pay to theTrust or to any Holder of the Securities any deficit upon dissolution of theTrust or otherwise.

(b)           The Holder of theCommon Securities shall be liable for all of the debts and obligations of theTrust (other than with respect to the Securities) to the extent not satisfiedout of the Trust’s assets.

(c)           Except to the extentprovided in Section 9.1(b), and pursuant to § 34-523(a) of the Statutory TrustAct, the Holders of the Securities shall be entitled to the same limitation ofpersonal liability extended to stockholders of private corporations for profitorganized under the Connecticut Business Corporation Act, Chapter 601 of theConnecticut General Statutes, Section 33-600 etseq., except asotherwise specifically set forth herein.

SECTION 9.2. Exculpation.

(a)           No Indemnified Personshall be liable, responsible or accountable in damages or otherwise to theTrust or any Covered Person for any loss, damage or claim incurred by reason ofany act or omission performed or omitted by such Indemnified Person in goodfaith on behalf of the Trust and in a manner such Indemnified Person reasonablybelieved to be within the scope of the authority conferred on such IndemnifiedPerson by this Declaration or by law, except that an Indemnified Person (otherthan an Administrator) shall be liable for any such loss, damage or claimincurred by reason of such Indemnified Person’s negligence or willfulmisconduct or bad faith with respect to such acts or omissions and except thatan Administrator shall be liable for any such loss, damage or claim incurred byreason of such Administrator’s gross negligence or willful misconduct or badfaith with respect to such acts or omissions.

(b)           An Indemnified Personshall be fully protected in relying in good faith upon the records of the Trustand upon such information, opinions, reports or statements presented to theTrust by any Person as to matters the Indemnified Person reasonably believesare within such other Person’s professional or expert competence and, ifselected by such Indemnified Person, has been selected by such IndemnifiedPerson with reasonable care by or on behalf of the Trust, includinginformation, opinions, reports or statements as to the value and amount of theassets, liabilities, profits, losses or any other facts pertinent to theexistence and amount of assets from which Distributions to Holders ofSecurities might properly be paid.

(c)           Itis expressly understood and agreed by the parties hereto that insofar as anydocument, agreement or certificate is executed on behalf of the Trust by anyTrustee (i) such document, agreement or certificate is executed and deliveredby such Trustee, not in its individual capacity, but solely as Trustee under thisDeclaration in the exercise of the powers and authority conferred and vested init, (ii) each of the representations, undertakings and agreements made on thepart of the Trust is made and intended not as representations, warranties,covenants, undertakings and agreements by any Trustee in its individualcapacity, but is made and intended for the purpose of binding only the Trustand (iii) under no circumstances shall any Trustee in its

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individual capacity bepersonally liable for the payment of any indebtedness or expenses of the Trustor be liable for the breach or failure of any obligation, representation,warranty or covenant made or undertaken by the Trust under this Declaration orany other document, agreement or certificate.

SECTION 9.3. FiduciaryDuty.

(a)           To the extent that, atlaw or in equity, an Indemnified Person has duties (including fiduciary duties)and liabilities relating thereto to the Trust or to any other Covered Person,an Indemnified Person acting under this Declaration shall not be liable to theTrust or to any other Covered Person for its good faith reliance on theprovisions of this Declaration. The provisions of this Declaration, to theextent that they restrict the duties and liabilities of an Indemnified Personotherwise existing at law or in equity (other than the duties imposed on theInstitutional Trustee under the Trust Indenture Act), are agreed by the partieshereto to replace such other duties and liabilities of the Indemnified Person.

(b)           Whenever in thisDeclaration an Indemnified Person is permitted or required to make a decision:

(i)            in its “discretion” orunder a grant of similar authority, the Indemnified Person shall be entitled toconsider such interests and factors as it desires, including its own interests,and shall have no duty or obligation to give any consideration to any interestof or factors affecting the Trust or any other Person; or

(ii)           in its “good faith” orunder another express standard, the Indemnified Person shall act under suchexpress standard and shall not be subject to any other or different standardimposed by this Declaration or by applicable law.

SECTION 9.4. Indemnification.

(a)           (i)            The Sponsor shall indemnify, to the fullestextent permitted by law, any Indemnified Person who was or is a party or isthreatened to be made a party to any threatened, pending or completed action,suit or proceeding, whether civil, criminal, administrative or investigative(other than an action by or in the right of the Trust) by reason of the factthat such Person is or was an Indemnified Person against expenses (includingattorneys’ fees and expenses), judgments, fines and amounts paid in settlementactually and reasonably incurred by such Person in connection with such action,suit or proceeding if such Person acted in good faith and in a manner suchPerson reasonably believed to be in or not opposed to the best interests of theTrust, and, with respect to any criminal action or proceeding, had noreasonable cause to believe such conduct was unlawful. The termination of anyaction, suit or proceeding by judgment, order, settlement, conviction, or upona plea of nolo contendere or its equivalent, shall not, of itself, create apresumption that the Indemnified Person did not act in good faith and in amanner which such Person reasonably believed to be in or not opposed to thebest

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interests of the Trust,and, with respect to any criminal action or proceeding, had reasonable cause tobelieve that such conduct was unlawful.

(ii)           The Sponsor shallindemnify, to the fullest extent permitted by law, any Indemnified Person whowas or is a party or is threatened to be made a party to any threatened,pending or completed action or suit by or in the right of the Trust to procurea judgment in its favor by reason of the fact that such Person is or was anIndemnified Person against expenses (including attorneys’ fees and expenses)actually and reasonably incurred by such Person in connection with the defenseor settlement of such action or suit if such Person acted in good faith and ina manner such Person reasonably believed to be in or not opposed to the bestinterests of the Trust and except that no such indemnification shall be made inrespect of any claim, issue or matter as to which such Indemnified Person shallhave been adjudged to be liable to the Trust, unless and only to the extentthat the court in which such action or suit was brought shall determine uponapplication that, despite the adjudication of liability but in view of all thecircumstances of the case, such Person is fairly and reasonably entitled toindemnity for such expenses which such Court of Chancery or such other courtshall deem proper.

(iii)          To the extent that anIndemnified Person shall be successful on the merits or otherwise (includingdismissal of an action without prejudice or the settlement of an action withoutadmission of liability) in defense of any action, suit or proceeding referredto in paragraphs (i) and (ii) of this Section 9.4(a), or in defense of anyclaim, issue or matter therein, such Person shall be indemnified, to thefullest extent permitted by law, against expenses (including attorneys’ feesand expenses) actually and reasonably incurred by such Person in connectiontherewith.

(iv)          Any indemnification ofan Administrator under paragraphs (i) and (ii) of this Section 9.4(a) (unlessordered by a court) shall be made by the Sponsor only as authorized in thespecific case upon a determination that indemnification of the IndemnifiedPerson is proper in the circumstances because such Person has met theapplicable standard of conduct set forth in paragraphs (i) and (ii). Suchdetermination shall be made (A) by the Administrators by a majority vote of aQuorum consisting of such Administrators who were not parties to such action,suit or proceeding, (B) if such a Quorum is not obtainable, or, even ifobtainable, if a Quorum of disinterested Administrators so directs, byindependent legal counsel in a written opinion, or (C) by the Common SecurityHolder of the Trust.

(v)           To the fullest extent permittedby law, expenses (including attorneys’ fees and expenses) incurred by anIndemnified Person in defending a civil, criminal, administrative orinvestigative action, suit or proceeding referred to in paragraphs (i) and (ii)of this Section 9.4(a) shall be paid by the Sponsor in advance of the finaldisposition of such action, suit or proceeding upon receipt of an undertakingby or on behalf of such Indemnified Person to repay such amount if it shallultimately be determined that such Person is not entitled to be indemnified bythe Sponsor as authorized in this Section 9.4(a). Notwithstanding

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the foregoing, no advanceshall be made by the Sponsor if a determination is reasonably and promptly made(1) in the case of a Company Indemnified Person (A) by the Administrators by amajority vote of a Quorum of disinterested Administrators, (B) if such a Quorumis not obtainable, or, even if obtainable, if a Quorum of disinterestedAdministrators so directs, by independent legal counsel in a written opinion or(C) by the Common Security Holder of the Trust, that, based upon the factsknown to the Administrators, counsel or the Common Security Holder at the timesuch determination is made, such Indemnified Person acted in bad faith or in amanner that such Person either believed to be opposed to or did not believe tobe in the best interests of the Trust, or, with respect to any criminalproceeding, that such Indemnified Person believed or had reasonable cause tobelieve such conduct was unlawful, or (2) in the case of a FiduciaryIndemnified Person, by independent legal counsel in a written opinion that,based upon the facts known to the counsel at the time such determination ismade, such Indemnified Person acted in bad faith or in a manner that suchIndemnified Person either believed to be opposed to or did not believe to be inthe best interests of the Trust, or, with respect to any criminal proceeding,that such Indemnified Person believed or had reasonable cause to believe suchconduct was unlawful. In no event shall any advance be made (i) to a CompanyIndemnified Person in instances where the Administrators, independent legalcounsel or the Common Security Holder reasonably determine that such Persondeliberately breached such Person’s duty to the Trust or its Common or CapitalSecurity Holders or (ii) to a Fiduciary Indemnified Person in instances whereindependent legal counsel promptly and reasonably determines in a writtenopinion that such Person deliberately breached such Person’s duty to the Trustor its Common or Capital Security Holders.

(b)           The Sponsor shallindemnify, to the fullest extent permitted by applicable law, each IndemnifiedPerson from and against any and all loss, damage, liability, tax (other thantaxes based on the income of such Indemnified Person), penalty, expense orclaim of any kind or nature whatsoever incurred by such Indemnified Personarising out of or in connection with or by reason of the creation,administration or termination of the Trust, or any act or omission of such IndemnifiedPerson in good faith on behalf of the Trust and in a manner such IndemnifiedPerson reasonably believed to be within the scope of authority conferred onsuch Indemnified Person by this Declaration, except that no Indemnified Personshall be entitled to be indemnified in respect of any loss, damage, liability,tax, penalty, expense or claim incurred by such Indemnified Person by reason ofnegligence, willful misconduct or bad faith with respect to such acts oromissions.

(c)           The indemnification andadvancement of expenses provided by, or granted pursuant to, the otherparagraphs of this Section 9.4 shall not be deemed exclusive of any otherrights to which those seeking indemnification and advancement of expenses maybe entitled under any agreement, vote of stockholders or disinteresteddirectors of the Sponsor or Capital Security Holders of the Trust or otherwise,both as to action in such Person’s official capacity and as to action inanother capacity while holding such office. All rights to indemnification underthis Section 9.4 shall be deemed to be provided by a contract between theSponsor and each Indemnified Person who serves in such capacity at any timewhile this Section 9.4 is in effect.

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Any repeal ormodification of this Section 9.4 shall not affect any rights or obligationsthen existing.

(d)           The Sponsor or theTrust may purchase and maintain insurance on behalf of any Person who is or wasan Indemnified Person against any liability asserted against such Person andincurred by such Person in any such capacity, or arising out of such Person’sstatus as such, whether or not the Sponsor would have the power to indemnifysuch Person against such liability under the provisions of this Section 9.4.

(e)           For purposes of thisSection 9.4, references to “the Trust” shall include, in addition to theresulting or surviving entity, any constituent entity (including anyconstituent of a constituent) absorbed in a consolidation or merger, so thatany Person who is or was a director, trustee, officer or employee of suchconstituent entity, or is or was serving at the request of such constituententity as a director, trustee, officer, employee or agent of another entity,shall stand in the same position under the provisions of this Section 9.4 withrespect to the resulting or surviving entity as such Person would have withrespect to such constituent entity if its separate existence had continued.

(f)            The indemnificationand advancement of expenses provided by, or granted pursuant to, this Section9.4 shall, unless otherwise provided when authorized or ratified, continue asto a Person who has ceased to be an Indemnified Person and shall inure to thebenefit of the heirs, executors and administrators of such a Person.

(g)           The provisions of thisSection 9.4 shall survive the termination of this Declaration or the earlierresignation or removal of the Institutional Trustee. The obligations of theSponsor under this Section 9.4 to compensate and indemnify the Trustees and topay or reimburse the Trustees for expenses, disbursements and advances shallconstitute additional indebtedness hereunder. Such additional indebtednessshall be secured by a lien prior to that of the Securities upon all propertyand funds held or collected by the Trustees as such, except funds held in trustfor the benefit of the holders of particular Capital Securities, provided,that the Sponsor is the holder of the Common Securities.

SECTION 9.5. Outside Businesses. Any Covered Person,the Sponsor and the Institutional Trustee (subject to Section 4.3(c)) mayengage in or possess an interest in other business ventures of any nature ordescription, independently or with others, similar or dissimilar to thebusiness of the Trust, and the Trust and the Holders of Securities shall haveno rights by virtue of this Declaration in and to such independent ventures orthe income or profits derived therefrom, and the pursuit of any such venture,even if competitive with the business of the Trust, shall not be deemedwrongful or improper. None of any Covered Person, the Sponsor or theInstitutional Trustee shall be obligated to present any particular investmentor other opportunity to the Trust even if such opportunity is of a characterthat, if presented to the Trust, could be taken by the Trust, and any CoveredPerson, the Sponsor and the Institutional Trustee shall have the right to takefor its own account (individually or as a partner or fiduciary) or to recommendto others any such particular investment or other opportunity. Any CoveredPerson and the Institutional Trustee may engage or

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be interested in any financial or other transactionwith the Sponsor or any Affiliate of the Sponsor, or may act as depositary for,trustee or agent for, or act on any committee or body of holders of, securitiesor other obligations of the Sponsor or its Affiliates.

SECTION 9.6. Compensation;Fee.

(a)           Subject to theprovisions set forth in the Fee Agreement between the Institutional Trustee,Cohen & Company and the Company of even date herewith, the Sponsor agrees:

(i)            to pay to the Trusteesfrom time to time such compensation for all services rendered by them hereunderas the parties shall agree in writing from time to time (which compensationshall not be limited by any provision of law in regard to the compensation of atrustee of an express trust); and

(ii)           except as otherwiseexpressly provided herein, to reimburse the Trustees upon request for allreasonable, documented expenses, disbursements and advances incurred or made bythe Trustees in accordance with any provision of this Declaration (includingthe reasonable compensation and the expenses and disbursements of theirrespective agents and counsel), except any such expense, disbursement oradvance attributable to their negligence or willful misconduct.

(b)           The provisions of thisSection 9.6 shall survive the dissolution of the Trust and the termination ofthis Declaration and the removal or resignation of any Trustee.

ARTICLE XACCOUNTING

SECTION 10.1. Fiscal Year. The fiscal year (the “FiscalYear”) of the Trust shall be the calendar year, or such other year as isrequired by the Code.

SECTION 10.2. Certain Accounting Matters.

(a)           At all times during theexistence of the Trust, the Administrators shall keep, or cause to be kept atthe principal office of the Trust in the United States, as defined for purposesof Treasury Regulations § 301.7701-7, full books of account, records andsupporting documents, which shall reflect in reasonable detail each transactionof the Trust. The books of account shall be maintained on the accrual method ofaccounting, in accordance with generally accepted accounting principles,consistently applied.

(b)           The Administratorsshall either (i) cause each Form 10-K and Form 10-Q prepared by the Sponsor andfiled with the Commission in accordance with the Exchange Act to be delivereddirectly to each Holder of Securities, within 90 days after the filing of eachForm 10-K and within 30 days after the filing of each Form 10-Q or (ii) causeto be prepared at the principal office of the Trust in the United States, asdefined for purposes of Treasury Regulations § 301.7701-7, and delivereddirectly to each of the Holders of Securities, within 90 days after the

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end of each Fiscal Yearof the Trust, annual financial statements of the Trust, including a balancesheet of the Trust as of the end of such Fiscal Year, and the relatedstatements of income or loss.

(c)           The Administratorsshall cause to be duly prepared and delivered to each of the Holders ofSecurities Form 1099 or such other annual United States federal income taxinformation statement required by the Code, containing such information withregard to the Securities held by each Holder as is required by the Code and theTreasury Regulations. Notwithstanding any right under the Code to deliver anysuch statement at a later date, the Administrators shall endeavor to deliverall such statements within 30 days after the end of each Fiscal Year of theTrust.

(d)           The Administratorsshall cause to be duly prepared in the United States, as defined for purposesof Treasury Regulations § 301.7701-7, and filed an annual United States federalincome tax return on a Form 1041 or such other form required by United Statesfederal income tax law, and any other annual income tax returns required to befiled by the Administrators on behalf of the Trust with any state or localtaxing authority.

(e)           The Administrators willcause the Sponsor’s regulatory reports to be delivered to the Holder promptlyfollowing their filing with the Federal Reserve.

SECTION 10.3. Banking. The Trust shall maintain one ormore bank accounts in the United States, as defined for purposes of TreasuryRegulations § 301.7701-7, in the name and for the sole benefit of the Trust; provided,however, that all payments of funds in respect of the Debentures held bythe Institutional Trustee shall be made directly to the Property Account and noother funds of the Trust shall be deposited in the Property Account. The solesignatories for such accounts (including the Property Account) shall be designatedby the Institutional Trustee.

SECTION 10.4. Withholding. The Institutional Trusteeor any Paying Agent and the Administrators shall comply with all withholdingrequirements under United States federal, state and local law. As a condition to the payment of any principalof or interest on any Debt Security without the imposition of withholding tax,the Institutional Trustee or any Paying Agent shall require the previousdelivery of properly completed and signed applicable U.S. federal income taxcertifications (generally, an Internal Revenue Service Form W-9 (or applicablesuccessor form) in the case of a person that is a “United States person” withinthe meaning of Section 7701(a)(30) of the Code or an Internal Revenue ServiceForm W-8 (or applicable successor form) in the case of a person that is not a “UnitedStates person” within the meaning of Section 7701(a)(30) of the Code) and anyother certification acceptable to it to enable the Institutional Trustee or anyPaying Agent and the Trustee to determine their respective duties andliabilities with respect to any taxes or other charges that they may berequired to pay, deduct or withhold in respect of such Debt Security or theholder of such Debt Security under any present or future law or regulation of theUnited States or any political subdivision thereof or taxing authority thereinor to comply with any reporting or other requirements under

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any such law or regulation. TheAdministrators shall file required forms with applicable jurisdictions and,unless an exemption from withholding is properly established by a Holder, shallremit amounts withheld with respect to the Holder to applicable jurisdictions.To the extent that the Institutional Trustee or any Paying Agent is required towithhold and pay over any amounts to any authority with respect todistributions or allocations to any Holder, the amount withheld shall be deemedto be a Distribution to the Holder in the amount of the withholding. In theevent of any claimed overwithholding, Holders shall be limited to an actionagainst the applicable jurisdiction. If the amount required to be withheld wasnot withheld from actual Distributions made, the Institutional Trustee or anyPaying Agent may reduce subsequent Distributions by the amount of such withholding.

ARTICLE XIAMENDMENTS AND MEETINGS

SECTION 11.1. Amendments.

(a)           Except as otherwiseprovided in this Declaration or by any applicable terms of the Securities, thisDeclaration may only be amended by a written instrument approved and executedby:

(i)            the InstitutionalTrustee,

(ii)           if the amendmentaffects the rights, powers, duties, obligations or immunities of theAdministrators, the Administrators, and

(iii)          the Holders of aMajority in liquidation amount of the Common Securities.

(b)           Notwithstanding anyother provision of this Article XI, no amendment shall be made, and any suchpurported amendment shall be void and ineffective:

(i)            unless theInstitutional Trustee shall have first received

(A)          an Officers’ Certificatefrom each of the Trust and the Sponsor that such amendment is permitted by, andconforms to, the terms of this Declaration (including the terms of theSecurities); and

(B)           an opinion of counsel(who may be counsel to the Sponsor or the Trust) that such amendment ispermitted by, and conforms to, the terms of this Declaration (including theterms of the Securities) and that all conditions precedent to the execution anddelivery of such amendment have been satisfied; or

(ii)           if the result of suchamendment would be to

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(A)          cause the Trust to ceaseto be classified for purposes of United States federal income taxation as agrantor trust;

(B)           reduce or otherwiseadversely affect the powers of the Institutional Trustee in contravention ofthe Trust Indenture Act;

(C)           cause the Trust to bedeemed to be an Investment Company required to be registered under theInvestment Company Act; or

(D)          cause the DebentureIssuer to be unable to treat an amount equal to the Liquidation Amount of theCapital Securities as “Tier 1 Capital” for purposes of the capital adequacyguidelines of (x) the Federal Reserve (or, if the Debenture Issuer is nota bank holding company, such guidelines or policies applied to the DebentureIssuer as if the Debenture Issuer were subject to such guidelines of policies)or of (y) any other regulatory authority having jurisdiction over theDebenture Issuer.

(c)           Except as provided inSection 11.1(d), (e) or (g), no amendment shall be made, and any such purportedamendment shall be void and ineffective, unless the Holders of a Majority inliquidation amount of the Capital Securities shall have consented to suchamendment.

(d)           In addition to andnotwithstanding any other provision in this Declaration, without the consent ofeach affected Holder, this Declaration may not be amended to (i) change theamount or timing of any Distribution on the Securities or any redemption orliquidation provisions applicable to the Securities or otherwise adverselyaffect the amount of any Distribution required to be made in respect of theSecurities as of a specified date or (ii) restrict the right of a Holder toinstitute suit for the enforcement of any such payment on or after such date.

(e)           Sections 9.1(b) and 9.1(c) and this Section 11.1 shall not beamended without the consent of all of the Holders of the Securities.

(f)            The rights of theHolders of the Capital Securities and Common Securities, as applicable, underArticle IV to increase or decrease the number of, and appoint and remove,Trustees shall not be amended without the consent of the Holders of a Majorityin liquidation amount of the Capital Securities or Common Securities, asapplicable.

(g)           Subject to Section11.1(a), this Declaration may be amended by the Institutional Trustee and theHolder of a Majority in liquidation amount of the Common Securities without theconsent of the Holders of the Capital Securities to:

(i)            cure any ambiguity;

(ii)           correct or supplementany provision in this Declaration that may be defective or inconsistent withany other provision of this Declaration;

(iii)          add to the covenants,restrictions or obligations of the Sponsor; or

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(iv)          modify, eliminate or addto any provision of this Declaration to such extent as may be necessary ordesirable, including, without limitation, to ensure that the Trust will beclassified for United States federal income tax purposes at all times as agrantor trust and will not be required to register as an Investment Companyunder the Investment Company Act (including without limitation to conform toany change in Rule 3a-5, Rule 3a-7 or any other applicable rule under theInvestment Company Act or written change in interpretation or applicationthereof by any legislative body, court, government agency or regulatoryauthority) which amendment does not have a material adverse effect on theright, preferences or privileges of the Holders of Securities;

provided,however, that no such modification, elimination or addition referred toin clauses (i), (ii), (iii) or (iv) shall adversely affect the powers,preferences or rights of Holders of Capital Securities.

SECTION 11.2. Meetings of the Holders of the Securities;Action by Written Consent.

(a)           Meetings of the Holdersof any class of Securities may be called at any time by the Administrators (oras provided in the terms of the Securities) to consider and act on any matteron which Holders of such class of Securities are entitled to act under theterms of this Declaration, the terms of the Securities or the rules of anystock exchange on which the Capital Securities are listed or admitted for trading,if any. The Administrators shall call a meeting of the Holders of such class ifdirected to do so by the Holders of not less than 10% in liquidation amount ofsuch class of Securities. Such direction shall be given by delivering to theAdministrators one or more notices in a writing stating that the signingHolders of the Securities wish to call a meeting and indicating the general orspecific purpose for which the meeting is to be called. Any Holders of theSecurities calling a meeting shall specify in writing the Certificates held bythe Holders of the Securities exercising the right to call a meeting and onlythose Securities represented by such Certificates shall be counted for purposesof determining whether the required percentage set forth in the second sentenceof this paragraph has been met.

(b)           Except to the extentotherwise provided in the terms of the Securities, the following provisionsshall apply to meetings of Holders of the Securities:

(i)            notice of any suchmeeting shall be given to all the Holders of the Securities having a right tovote thereat at least 7 days and not more than 60 days before the date of suchmeeting. Whenever a vote, consent or approval of the Holders of the Securitiesis permitted or required under this Declaration or the rules of any stockexchange on which the Capital Securities are listed or admitted for trading, ifany, such vote, consent or approval may be given at a meeting of the Holders ofthe Securities. Any action that may be taken at a meeting of the Holders of theSecurities may be taken without a meeting if a consent in writing setting forththe action so taken is signed by the Holders of the Securities owning not lessthan the minimum amount of Securities that would be necessary to authorize ortake such action at a meeting at which all Holders of the Securities having aright to vote thereon were present and voting. Prompt notice of the

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taking of action withouta meeting shall be given to the Holders of the Securities entitled to vote whohave not consented in writing. The Administrators may specify that any writtenballot submitted to the Holders of the Securities for the purpose of taking anyaction without a meeting shall be returned to the Trust within the timespecified by the Administrators;

(ii)           each Holder of aSecurity may authorize any Person to act for it by proxy on all matters inwhich a Holder of Securities is entitled to participate, including waivingnotice of any meeting, or voting or participating at a meeting. No proxy shallbe valid after the expiration of 11 months from the date thereof unlessotherwise provided in the proxy. Every proxy shall be revocable at the pleasureof the Holder of the Securities executing it. Except as otherwise providedherein, all matters relating to the giving, voting or validity of proxies shallbe governed by the General Corporation Law of the State of Connecticut relatingto proxies, and judicial interpretations thereunder, as if the Trust were aConnecticut corporation and the Holders of the Securities were stockholders ofa Connecticut corporation; each meeting of the Holders of the Securities shallbe conducted by the Administrators or by such other Person that theAdministrators may designate; and

(iii)          unless the StatutoryTrust Act, this Declaration, the terms of the Securities, the Trust IndentureAct or the listing rules of any stock exchange on which the Capital Securitiesare then listed for trading, if any, otherwise provides, the Administrators, intheir sole discretion, shall establish all other provisions relating tomeetings of Holders of Securities, including notice of the time, place orpurpose of any meeting at which any matter is to be voted on by any Holders ofthe Securities, waiver of any such notice, action by consent without a meeting,the establishment of a record date, quorum requirements, voting in person or byproxy or any other matter with respect to the exercise of any such right tovote; provided, however, that each meeting shall be conducted inthe United States (as that term is defined in Treasury Regulations §301.7701-7).

ARTICLE XIIREPRESENTATIONS OF INSTITUTIONAL TRUSTEE

SECTION 12.1. Representations and Warranties ofInstitutional Trustee. The Trustee that acts as initial InstitutionalTrustee represents and warrants to the Trust and to the Sponsor at the date ofthis Declaration, and each Successor Institutional Trustee represents andwarrants to the Trust and the Sponsor at the time of the SuccessorInstitutional Trustee’s acceptance of its appointment as Institutional Trustee,that:

(a)           the InstitutionalTrustee is a banking corporation or national association with trust powers,duly organized, validly existing and in good standing under the laws of theState of New York or the United States of America, respectively, with trustpower and authority to execute and deliver, and to carry out and perform itsobligations under the terms of, this Declaration;

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(b)           the InstitutionalTrustee has a combined capital and surplus of at least fifty million U.S.dollars ($50,000,000);

(c)           the InstitutionalTrustee is not an affiliate of the Sponsor, nor does the Institutional Trusteeoffer or provide credit or credit enhancement to the Trust;

(d)           the execution, deliveryand performance by the Institutional Trustee of this Declaration has been dulyauthorized by all necessary action on the part of the Institutional Trustee.This Declaration has been duly executed and delivered by the InstitutionalTrustee, and under Connecticut law (excluding any securities laws) constitutesa legal, valid and binding obligation of the Institutional Trustee, enforceableagainst it in accordance with its terms, subject to applicable bankruptcy,reorganization, moratorium, insolvency and other similar laws affectingcreditors’ rights generally and to general principles of equity and thediscretion of the court (regardless of whether considered in a proceeding inequity or at law);

(e)           the execution, deliveryand performance of this Declaration by the Institutional Trustee does notconflict with or constitute a breach of the charter or by-laws of theInstitutional Trustee; and

(f)            no consent, approvalor authorization of, or registration with or notice to, any state or federalbanking authority governing the trust powers of the Institutional Trustee isrequired for the execution, delivery or performance by the InstitutionalTrustee of this Declaration.

ARTICLE XIIIMISCELLANEOUS

SECTION 13.1. Notices. All notices provided for inthis Declaration shall be in writing, duly signed by the party giving suchnotice, and shall be delivered, telecopied (which telecopy shall be followed bynotice delivered or mailed by first class mail) or mailed by first class mail,as follows:

(a)           if given to the Trust,in care of the Administrators at the Trust’s mailing address set forth below(or such other address as the Trust may give notice of to the Holders of theSecurities):

Chino Statutory Trust I

c/o Chino Commercial Bancorp

14345 Pipeline Avenue

Chino, California 91710

Attention: Dann H. Bowman

Telecopy: (909) 465-1279

Telephone: (909) 393-8880

(b)           if given to theInstitutional Trustee, at the Institutional Trustee’s mailing address set forthbelow (or such other address as the Institutional Trustee may give notice of tothe Holders of the Securities):

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U.S. Bank National Association225 Asylum Street, 23rd FloorHartford, CT 06103Attention:  Corporate Trust ServicesChino Statutory Trust I

With a copy to:

U.S. Bank NationalAssociationOne Federal Street, 3rd FloorBoston, MA 02110Telecopy: (617) 603-6683Telephone: (617) 603-6549

(c)           if given to the Holderof the Common Securities, at the mailing address of the Sponsor set forth below(or such other address as the Holder of the Common Securities may give noticeof to the Trust):

Chino Commercial Bancorp

14345 Pipeline Avenue

Chino, California 91710

Attention: Dann H. Bowman

Telecopy: (909) 465-1279

Telephone: (909) 393-8880

(d)           if given to any otherHolder, at the address set forth on the books and records of the Trust.

All such noticesshall be deemed to have been given when received in person, telecopied withreceipt confirmed, or mailed by first class mail, postage prepaid, except thatif a notice or other document is refused delivery or cannot be deliveredbecause of a changed address of which no notice was given, such notice or otherdocument shall be deemed to have been delivered on the date of such refusal orinability to deliver.

SECTION 13.2. Governing Law. This Declaration and therights and obligations of the parties hereunder shall be governed by andinterpreted in accordance with the law of the State of Connecticut and allrights, obligations and remedies shall be governed by such laws without regardto the principles of conflict of laws of the State of Connecticut or any otherjurisdiction that would call for the application of the law of any jurisdictionother than the State of Connecticut.

SECTION 13.3. Submission to Jurisdiction.

(a)           Each of the partieshereto agrees that any suit, action or proceeding arising out of or based uponthis Declaration, or the transactions contemplated hereby, may be instituted inany of the courts of the State of New York located in the Borough of Manhattan,City and

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State of New York, andany competent court in the place of its corporate domicile in respect ofactions brought against it as a defendant. In addition, each such partyirrevocably waives, to the fullest extent permitted by law, any objection whichit may now or hereafter have to the laying of the venue of such suit, action orproceeding brought in any such court and irrevocably waives any claim that anysuch suit, action or proceeding brought in any such court has been brought inan inconvenient forum and irrevocably waives any right to which it may beentitled on account of its place of corporate domicile. Each such party herebyirrevocably waives any and all right to trial by jury in any legal proceedingarising out of or relating to this Declaration or the transactions contemplatedhereby. Each such party agrees that final judgment in any proceedings broughtin such a court shall be conclusive and binding upon it and may be enforced inany court to the jurisdiction of which it is subject by a suit upon suchjudgment.

(b)           Each of the Sponsor,the Trustees, the Administrators and the Holder of the Common Securitiesirrevocably consents to the service of process on it in any such suit, actionor proceeding by the mailing thereof by registered or certified mail, postageprepaid, to it at its address given in or pursuant to Section 13.1 hereof.

(c)           To the extent permittedby law, nothing herein contained shall preclude any party from effectingservice of process in any lawful manner or from bringing any suit, action orproceeding in respect of this Declaration in any other state, country or place.

SECTION 13.4. Intention of the Parties. It is theintention of the parties hereto that the Trust be classified for United Statesfederal income tax purposes as a grantor trust. The provisions of thisDeclaration shall be interpreted to further this intention of the parties.

SECTION 13.5. Headings. Headings contained in thisDeclaration are inserted for convenience of reference only and do not affectthe interpretation of this Declaration or any provision hereof.

SECTION 13.6. Successors and Assigns. Whenever in thisDeclaration any of the parties hereto is named or referred to, the successorsand assigns of such party shall be deemed to be included, and all covenants andagreements in this Declaration by the Sponsor and the Trustees shall bind andinure to the benefit of their respective successors and assigns, whether or notso expressed.

SECTION 13.7. Partial Enforceability. If any provisionof this Declaration, or the application of such provision to any Person orcircumstance, shall be held invalid, the remainder of this Declaration, or theapplication of such provision to persons or circumstances other than those towhich it is held invalid, shall not be affected thereby.

SECTION 13.8. Counterparts. This Declaration maycontain more than one counterpart of the signature page and this Declarationmay be executed by the affixing of the signature of each of the Trustees andAdministrators to any of such counterpart signature pages. All of suchcounterpart signature pages shall be read as though one, and they shall havethe

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same force and effect as though all of the signers hadsigned a single signature page.

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INWITNESS WHEREOF, the undersigned have caused this Declaration to be dulyexecuted as of the day and year first above written.
|        | U.S. BANK NATIONAL ASSOCIATION, |
|--------|---------------------------------|
|   | as Institutional  Trustee       |
|   |                            |   |
|   |                            |   |
|   | By:                             | */s/  Paul D. Allen* |
|   |                            | Name: | Paul D. Allen |
|   |                            | Title: | Vice President |
|   |                            |   |   |
|   | CHINO COMMERCIAL BANCORP,       |
|   | as Sponsor                      |
|   |                            |
|   |                            |
|   | By:                             | */s/  Dann H. Bowman* |
|   |                            | Name: | Dann H. Bowman |
|   |                            | Title: | President and Chief Executive Officer |
|   |                            |   |   |
|   |                            |   |   |
|   | CHINO STATUTORY TRUST I         |
|   |                            |
|   | By:                             | */s/  Dann H. Bowman* |
|   |                            | Name: | Dann H. Bowman |
|   |                            | Administrator |
|   |                            |   |
|   |                            |   |
|   | By:                             | */s/  Sandra Pender* |
|   |                            | Name: | Sandra Pender |
|   |                            | Administrator |

 

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ANNEX I

TERMS OFCAPITAL SECURITIES ANDCOMMON SECURITIES

Pursuantto Section 6.1 of the Amended and Restated Declaration of Trust, dated as of October27, 2006 (as amended from time to time, the “Declaration”), the designation,rights, privileges, restrictions, preferences and other terms and provisions ofthe Capital Securities and the Common Securities are set out below (eachcapitalized term used but not defined herein has the meaning set forth in theDeclaration):

1.             Designation and Number.

(a)           Capital Securities. 3,000 CapitalSecurities of Chino Statutory Trust I (the “Trust”), with an aggregate statedliquidation amount with respect to the assets of the Trust of Three MillionDollars ($3,000,000) and a stated liquidation amount with respect to the assetsof the Trust of $1,000 per Capital Security, are hereby designated for thepurposes of identification only as the “TP Securities” (the “Capital Securities”).The Capital Security Certificates evidencing the Capital Securities shall besubstantially in the form of Exhibit A-1 to the Declaration, with such changesand additions thereto or deletions therefrom as may be required by ordinaryusage, custom or practice or to conform to the rules of any stock exchange onwhich the Capital Securities are listed, if any.

(b)           Common Securities. 93 CommonSecurities of the Trust (the “Common Securities”) will be evidenced by CommonSecurity Certificates substantially in the form of Exhibit A-2 to theDeclaration, with such changes and additions thereto or deletions therefrom asmay be required by ordinary usage, custom or practice. The Common Securitieswill have an aggregate stated liquidation amount with respect to the assets ofthe Trust of Ninety Three Thousand Dollars ($93,000) and a stated liquidationamount with respect to the assets of the Trust of $1,000 per Common Security.

2.             Distributions.

(a)           Distributions payable on eachSecurity will be payable at a fixed rate of 6.795% (the “Fixed Rate”) per annumfrom October 27, 2006 until December 15, 2011 (the “Fixed Rate Period”) andthereafter at a variable per annum rate of interest, reset quarterly, equal toLIBOR, as determined on the LIBOR Determination Date for such DistributionPayment Period, plus 1.68% (the “Variable Rate” and together with the FixedRate, the “Coupon Rate”) of the stated liquidation amount of $1,000 perSecurity (provided, however, that the Coupon Rate for any Distribution PaymentPeriod may not exceed the highest rate permitted by New York law, as the samemay be modified by United States law of general applicability), such CouponRate being the rate of interest payable on the Debentures to be held by theInstitutional Trustee. Except as set forth below in respect of an ExtensionPeriod, Distributions in arrears for more than one quarterly period will bearinterest thereon compounded quarterly at the applicable Coupon Rate for eachsuch quarterly period (to the extent permitted by applicable law). The term “Distributions”as used herein includes cash distributions, any such compounded distributions

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and any Additional Interest payable on the Debenturesunless otherwise stated. A Distribution is payable only to the extent thatpayments are made in respect of the Debentures held by the InstitutionalTrustee and to the extent the Institutional Trustee has funds legally availablein the Property Account therefor. During the Fixed Rate Period, the amount ofDistributions payable for any Distribution Payment Period will be computed forany full quarterly Distribution Payment Period on the basis of a 360-day yearof twelve 30-day months and the amount payable for any partial period shall becomputed on the basis of the number of days elapsed in a 360-day year of twelve30-day months. Upon expiration of the Fixed Rate Period, Distributions will becomputed on the basis of a 360-day year and the actual number of days elapsedin the relevant Distribution period; provided, however, that upon theoccurrence of a Special Event redemption pursuant to paragraph 4(a) below theamounts payable pursuant to this Declaration shall be calculated as set forthin the definition of Special Redemption Price.

(b)           Upon expiration of the Fixed RatePeriod, LIBOR shall be determined by the Calculation Agent in accordance withthe following provisions:

(1)           On the second LIBOR Business Day (provided,that on such day commercial banks are open for business (including dealings inforeign currency deposits) in London (a “LIBOR Banking Day”), and otherwise thenext preceding LIBOR Business Day that is also a LIBOR Banking Day) prior toMarch 15, June 15, September 15 and December 15 (or, with respect to the firstDistribution Payment Period after the expiration of the Fixed Rate Period, onDecember 15, 2011), (each such day, a “LIBOR Determination Date”) for suchDistribution Payment Period), the Calculation Agent shall obtain the rate forthree-month U.S. Dollar deposits in Europe, which appears on Telerate Page 3750(as defined in the International Swaps and Derivatives Association, Inc. 2000Interest Rate and Currency Exchange Definitions) or such other page as mayreplace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (orsuch other service or services as may be nominated by the British Banker’sAssociation as the information vendor for the purpose of displaying Londoninterbank offered rates for U.S. dollar deposits), as of 11:00 a.m. (Londontime) on such LIBOR Determination Date, and the rate so obtained shall be LIBORfor such Distribution Payment Period. “LIBOR Business Day” means any day thatis not a Saturday, Sunday or other day on which commercial banking institutionsin The City of New York or Boston, Massachusetts are authorized or obligated bylaw or executive order to be closed. If such rate is superseded on TeleratePage 3750 by a corrected rate before 12:00 noon (London time) on the same LIBORDetermination Date, the corrected rate as so substituted will be the applicableLIBOR for that Distribution Payment Period.

(2)           If, on any LIBOR Determination Date,such rate does not appear on Telerate Page 3750 or such other page as mayreplace such Telerate Page 3750 on the Moneyline Telerate, Inc. service (orsuch other service or services as may be nominated by the British Banker’sAssociation as the information vendor for the purpose of displaying Londoninterbank offered rates for U.S. dollar deposits), the Calculation Agent shalldetermine the arithmetic mean of the offered quotations of the Reference Banks(as defined below) to leading banks in the

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London Interbank marketfor three-month U.S. Dollar deposits in Europe (in an amount determined by theCalculation Agent) by reference to requests for quotations as of approximately11:00 a.m. (London time) on the LIBOR Determination Date made by theCalculation Agent to the Reference Banks. If, on any LIBOR Determination Date,at least two of the Reference Banks provide such quotations, LIBOR shall equalthe arithmetic mean of such quotations. If, on any LIBOR Determination Date,only one or none of the Reference Banks provide such a quotation, LIBOR shallbe deemed to be the arithmetic mean of the offered quotations that at least twoleading banks in the City of New York (as selected by the Calculation Agent)are quoting on the relevant LIBOR Determination Date for three-month U.S.Dollar deposits in Europe at approximately 11:00 a.m. (London time) (in anamount determined by the Calculation Agent). As used herein, “Reference Banks”means four major banks in the London Interbank market selected by theCalculation Agent.

(3)           If the Calculation Agent is requiredbut is unable to determine a rate in accordance with at least one of theprocedures provided above, LIBOR for the applicable Distribution Payment Periodshall be LIBOR in effect for the immediately preceding Distribution PaymentPeriod.

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

(d)           As soon as practicable following eachLIBOR Determination Date, but in no event later than the 30th day following such LIBOR Determination Date,the Calculation Agent shall notify, in writing, the Sponsor and the PayingAgent of the applicable Coupon Rate in effect for the related DistributionPayment Period. The Calculation Agent shall, upon the request of the Holder ofany Securities, provide the Coupon Rate then in effect. All calculations madeby the Calculation Agent in the absence of manifest error shall be conclusivefor all purposes and binding on the Sponsor and the Holders of the Securities.Any error in a calculation of the Coupon Rate by the Calculation Agent may becorrected at any time by the delivery of notice of such corrected Coupon Rateas provided above. The Paying Agent shall be entitled to rely on informationreceived from the Calculation Agent or the Sponsor as to the Coupon Rate. TheSponsor shall, from time to time, provide any necessary information to the PayingAgent relating to any original issue discount and interest on the Securitiesthat is included in any payment and reportable for taxable income calculationpurposes. Failure to notify the Sponsor or the Paying Agent of the applicableCoupon Rate shall not affect the obligation of the Sponsor to make payment onthe Debentures at such Coupon Rate.

(e)           Distributions on the Securities willbe cumulative, will accrue from the date of original issuance, and will bepayable, subject to extension of Distribution payment periods as describedherein, quarterly in arrears on March 15, June 15, September 15 and December 15of each year, commencing December 15, 2006 (each, a “Distribution Payment Date”).Subject to prior submission of Notice (as defined in the Indenture), and solong as no Event of Default

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pursuant to paragraphs (c), (e), (f) or (g) of Section5.01 of the Indenture has occurred and is continuing, the Debenture Issuer hasthe right under the Indenture to defer payments of interest on the Debenturesby extending the interest distribution period for up to 20 consecutivequarterly periods (each, an “Extension Period”) at any time and from time totime on the Debentures, subject to the conditions described below, during whichExtension Period no interest shall be due and payable (except any AdditionalInterest that may be due and payable). During any Extension Period, interestwill continue to accrue on the Debentures, and interest on such accruedinterest (such accrued interest and interest thereon referred to herein as “DeferredInterest”) will accrue at an annual rate equal to the Coupon Rate in effect foreach such Extension Period, compounded quarterly from the date such DeferredInterest would have been payable were it not for the Extension Period, to theextent permitted by law. No Extension Period may end on a date other than aDistribution Payment Date. At the end of any such Extension Period, theDebenture Issuer shall pay all Deferred Interest then accrued and unpaid on theDebentures; provided, however, that no Extension Period mayextend beyond the Maturity Date, Redemption Date (to the extent redeemed) orSpecial Redemption Date; and provided, further, that, during anysuch Extension Period, the Debenture Issuer may not (i) declare or pay any dividendsor distributions on, or redeem, purchase, acquire, or make a liquidationpayment with respect to, any of the Debenture Issuer’s capital stock or (ii)make any payment of principal or premium or interest on or repay, repurchase orredeem any debt securities of the Debenture Issuer that rank *pari passu* in all respects with or juniorin interest to the Debentures or (iii) make any payment under any guarantees ofthe Debenture Issuer that rank in all respects *paripassu* with or junior in interest to the Guarantee (other than (a)repurchases, redemptions or other acquisitions of shares of capital stock ofthe Debenture Issuer (A) in connection with any employment contract, benefitplan or other similar arrangement with or for the benefit of one or more employees,officers, directors or consultants, (B) in connection with a dividendreinvestment or stockholder stock purchase plan or (C) in connection with theissuance of capital stock of the Debenture Issuer (or securities convertibleinto or exercisable for such capital stock), as consideration in an acquisitiontransaction entered into prior to the applicable Extension Period, (b) as aresult of any exchange, reclassification, combination or conversion of anyclass or series of the Debenture Issuer’s capital stock (or any capital stockof a subsidiary of the Debenture Issuer) for any class or series of theDebenture Issuer’s capital stock or of any class or series of the DebentureIssuer’s indebtedness for any class or series of the Debenture Issuer’s capitalstock, (c) the purchase of fractional interests in shares of the DebentureIssuer’s capital stock pursuant to the conversion or exchange provisions ofsuch capital stock or the security being converted or exchanged, (d) anydeclaration of a dividend in connection with any stockholder’s rights plan, orthe issuance of rights, stock or other property under any stockholder’s rightsplan, or the redemption or repurchase of rights pursuant thereto, or (e) anydividend in the form of stock, warrants, options or other rights where thedividend stock or the stock issuable upon exercise of such warrants, options orother rights is the same stock as that on which the dividend is being paid orranks *pari passu* with or juniorto such stock. Prior to the termination of any Extension Period, the DebentureIssuer may further extend such period; provided, that such periodtogether with all such previous and further consecutive extensions thereofshall not exceed 20 consecutive quarterly periods, or extend beyond the MaturityDate, Redemption Date (to the extent redeemed) or Special Redemption Date. Uponthe termination of any Extension Period and upon the payment of all DeferredInterest, the Debenture Issuer may commence a new Extension Period, subject tothe foregoing requirements. No interest or Deferred Interest shall be due andpayable during an Extension

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Period, except at the end thereof, but DeferredInterest shall accrue upon each installment of interest that would otherwisehave been due and payable during such Extension Period until such installmentis paid. If Distributions are deferred, the Distributions due shall be paid onthe date that the related Extension Period terminates to Holders of theSecurities as they appear on the books and records of the Trust on the recorddate immediately preceding such date. Distributions on the Securities must bepaid on the dates payable (after giving effect to any Extension Period) to theextent that the Trust has funds legally available for the payment of suchdistributions in the Property Account of the Trust. The Trust’s funds availablefor Distribution to the Holders of the Securities will be limited to paymentsreceived from the Debenture Issuer. The payment of Distributions out of moneysheld by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

(f)            Distributions on the Securities willbe payable to the Holders thereof as they appear on the books and records ofthe Registrar on the relevant record dates. The relevant record dates shall be15 days before the relevant Distribution Payment Date. Distributions payable onany Securities that are not punctually paid on any Distribution Payment Date,as a result of the Debenture Issuer having failed to make a payment under theDebentures, as the case may be, when due (taking into account any ExtensionPeriod), will cease to be payable to the Person in whose name such Securitiesare registered on the relevant record date, and such defaulted Distributionwill instead be payable to the Person in whose name such Securities areregistered on the special record date or other specified date determined inaccordance with the Indenture. Notwithstanding anything to the contrarycontained herein, if any Distribution Payment Date, other than on the MaturityDate, any Redemption Date or the Special Redemption Date, falls on a day thatis not a Business Day, then any Distributions payable will be paid on, and suchDistribution Payment Date will be moved to, the next succeeding Business Day,and no additional Distributions will accrue for each day that such payment isdelayed as a result thereof. If the Maturity Date, Redemption Date or SpecialRedemption 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 nextsucceeding Business Day, and no additional interest will accrue (except that,if such Business Day falls in the next calendar year, such payment will be madeon the immediately preceding Business Day).

(g)           In the event that there is any moneyor other property held by or for the Trust that is not accounted for hereunder,such property shall be distributed pro rata (as defined herein) among theHolders of the Securities.

3.             Liquidation Distribution Upon Dissolution. In theevent of the voluntary or involuntary liquidation, dissolution, winding-up ortermination of the Trust (each, a “Liquidation”) other than in connection witha redemption of the Debentures, the Holders of the Securities will be entitledto receive out of the assets of the Trust available for distribution to Holdersof the Securities, after satisfaction of liabilities to creditors of the Trust(to the extent not satisfied by the Debenture Issuer), distributions equal tothe aggregate of the stated liquidation amount of $1,000 per Security plusaccrued and unpaid Distributions thereon to the date of payment (such amountbeing the “Liquidation Distribution”), unless in connection with suchLiquidation, the Debentures in an aggregate stated principal amount equal tothe aggregate stated liquidation amount of such Securities, with an interestrate equal to the Coupon Rate of, and bearing accrued and unpaid interest in anamount equal to the accrued and unpaid Distributions

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on, and having the same record date as, suchSecurities, after paying or making reasonable provision to pay all claims andobligations of the Trust shall be distributed on a Pro Rata basis to theHolders of the Securities in exchange for such Securities.

TheSponsor, as the Holder of all of the Common Securities, has the right at anytime to, upon receipt of an opinion of nationally recognized tax counsel thatHolders will not recognize any gain or loss for United States federal incometax purposes as a result of the distribution Debentures, dissolve the Trust (includingwithout limitation upon the occurrence of a Tax Event, an Investment CompanyEvent or a Capital Treatment Event), subject to the receipt by the DebentureIssuer of prior approval from any regulatory authority having jurisdiction overthe Sponsor that is primarily responsible for regulating the activities of theSponsor if such approval is then required under applicable capital guidelinesor policies of such regulatory authority, and, after satisfaction ofliabilities to creditors of the Trust, cause the Debentures to be distributedto the Holders of the Securities on a Pro Rata basis in accordance with theaggregate stated liquidation amount thereof.

TheTrust shall dissolve on the first to occur of (i) December 15, 2041, theexpiration of the term of the Trust, (ii) a Bankruptcy Event with respect tothe Sponsor, the Trust or the Debenture Issuer, (iii) (other than in connectionwith a merger, consolidation or similar transaction not prohibited by theIndenture, this Declaration or the Guarantee, as the case may be) the filing ofa certificate of dissolution or its equivalent with respect to the Sponsor orupon the revocation of the charter of the Sponsor and the expiration of 90 daysafter the date of revocation without a reinstatement thereof, (iv) thedistribution to the Holders of the Securities of the Debentures, upon exerciseof the right of the Holder of all of the outstanding Common Securities todissolve the Trust as described above, (v) the entry of a decree of a judicialdissolution of the Sponsor or the Trust, or (vi) when all of the Securitiesshall have been called for redemption and the amounts necessary for redemptionthereof shall have been paid to the Holders in accordance with the terms of theSecurities. As soon as practicable after the dissolution of the Trust and uponcompletion of the winding up of the Trust, the Trust shall terminate upon thefiling of a certificate of cancellation with the Secretary of State of theState of Connecticut.

If aLiquidation of the Trust occurs as described in clause (i), (ii), (iii) or (v)in the immediately preceding paragraph, the Trust shall be liquidated by theInstitutional Trustee of the Trust as expeditiously as such Trustee determinesto be possible by distributing, after satisfaction of liabilities to creditorsof the Trust as provided by applicable law, to the Holders of the Securities,the Debentures on a Pro Rata basis to the extent not satisfied by the DebentureIssuer, unless such distribution is determined by the Institutional Trustee notto be practical, in which event such Holders will be entitled to receive out ofthe assets of the Trust available for distribution to the Holders, aftersatisfaction of liabilities to creditors of the Trust to the extent notsatisfied by the Debenture Issuer, an amount equal to the LiquidationDistribution. An early Liquidation of the Trust pursuant to clause (iv) of theimmediately preceding paragraph shall occur if the Institutional Trusteedetermines that such Liquidation is possible by distributing, aftersatisfaction of liabilities to creditors of Trust, to the Holders of theSecurities on a Pro Rata basis, the Debentures, and such distribution occurs.

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If,upon any such Liquidation, the Liquidation Distribution can be paid only inpart because the Trust has insufficient assets available to pay in full theaggregate Liquidation Distribution, then the amounts payable directly by theTrust on such Capital Securities shall be paid to the Holders of the Securitieson a Pro Rata basis, except that if an Event of Default has occurred and iscontinuing, the Capital Securities shall have a preference over the CommonSecurities with regard to such distributions.

Uponany such Liquidation of the Trust involving a distribution of the Debentures,if at the time of such Liquidation, the Capital Securities were rated by atleast one nationally-recognized statistical rating organization, the DebentureIssuer will use its reasonable best efforts to obtain from at least one such orother rating organization a rating for the Debentures.

Afterthe date for any distribution of the Debentures upon dissolution of the Trust,(i) the Securities of the Trust will be deemed to be no longer outstanding,(ii) any certificates representing the Capital Securities will be deemed to representundivided beneficial interests in such of the Debentures as have an aggregateprincipal amount equal to the aggregate stated liquidation amount of, with aninterest rate identical to the distribution rate of, and bearing accrued andunpaid interest equal to accrued and unpaid distributions on, the Securitiesuntil such certificates are presented to the Debenture Issuer or its agent fortransfer or reissuance (and until such certificates are so surrendered, nopayments of interest or principal shall be made to Holders of Securities inrespect of any payments due and payable under the Debentures) and (iii) allrights of Holders of Securities under the Capital Securities or the CommonSecurities, as applicable, shall cease, except the right of such Holders toreceive Debentures upon surrender of certificates representing such Securities.

4.             Redemption and Distribution.

(a)           The Debentures will mature onDecember 15, 2036. The Debentures may be redeemed by the Debenture Issuer, inwhole or in part, on any March 15, June 15, September 15 or December 15 on orafter December 15, 2011 at the Redemption Price, upon not less than 30 nor morethan 60 days’ notice to Holders of such Debentures. In addition, upon theoccurrence and continuation of a Tax Event, an Investment Company Event or aCapital Treatment Event, the Debentures may be redeemed by the Debenture Issuerin whole or in part, at any time within 90 days following the occurrence ofsuch Tax Event, Investment Company Event or Capital Treatment Event, as thecase may be (the “Special Redemption Date”), at the Special Redemption Price,upon not less than 30 nor more than 60 days’ notice to Holders of theDebentures so long as such Tax Event, Investment Company Event or CapitalTreatment Event, as the case may be, is continuing. In each case, the right ofthe Debenture Issuer to redeem the Debentures is subject to the DebentureIssuer having received prior approval from any regulatory authority havingjurisdiction over the Debenture Issuer, if such approval is then required underapplicable capital guidelines or policies of such regulatory authority.

“TaxEvent” means the receipt by the Debenture Issuer and the Trust of an opinion ofcounsel experienced in such matters to the effect that, as a result of any amendmentto or change (including any announced prospective change) in the laws or anyregulations thereunder of the United States or any political subdivision ortaxing authority thereof or therein, or as a result of any officialadministrative pronouncement (including any private letter ruling, technicaladvice

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memorandum, regulatory procedure, notice orannouncement) (an “Administrative Action”) or judicial decision interpreting orapplying such laws or regulations, regardless of whether such AdministrativeAction or judicial decision is issued to or in connection with a proceedinginvolving the Debenture Issuer or the Trust and whether or not subject toreview or appeal, which amendment, clarification, change, Administrative Actionor decision is enacted, promulgated or announced, in each case on or after thedate of original issuance of the Debentures, there is more than aninsubstantial risk that: (i) the Trust is, or will be within 90 days of thedate of such opinion, subject to United States federal income tax with respectto income received or accrued on the Debentures; (ii) if the Debenture Issueris organized and existing under the laws of the United States or any statethereof or the District of Columbia, interest payable by the Debenture Issueron the Debentures is not, or within 90 days of the date of such opinion, willnot be, deductible by the Debenture Issuer, in whole or in part, for UnitedStates federal income tax purposes; or (iii) the Trust is, or will be within 90days of the date of such opinion, subject to more than a de minimis amount ofother taxes (including withholding taxes), duties, assessments or othergovernmental charges.

“InvestmentCompany Event” means the receipt by the Debenture Issuer and the Trust of anopinion of counsel experienced in such matters to the effect that, as a resultof a change in law or regulation or written change in interpretation orapplication of law or regulation by any legislative body, court, governmentalagency or regulatory authority, there is more than an insubstantial risk thatthe Trust is or, within 90 days of the date of such opinion will be, consideredan “investment company” that is required to be registered under the InvestmentCompany Act, which change or prospective change becomes effective or wouldbecome effective, as the case may be, on or after the date of the originalissuance of the Debentures.

“CapitalTreatment Event” means, if the Debenture Issuer is organized and existing underthe laws of the United States or any state thereof or the District of Columbia,the receipt by the Debenture Issuer and the Trust of an Opinion of Counselexperienced in such matters to the effect that, as a result of (a) anyamendment to, or change in, the laws, rules or regulations of the United Statesor any political subdivision thereof or therein, or any rules, guidelines orpolicies of any applicable regulatory authority for the Debenture Issuer or (b)any official or administrative pronouncement or action or decision interpretingor applying such laws, rules or regulations, which amendment or change iseffective or which pronouncement, action or decision is announced on or afterthe date of original issuance of the Debentures, there is more than aninsubstantial risk that, within 90 days of the receipt of such opinion, theaggregate Liquidation Amount of the Capital Securities will not be eligible tobe treated by the Debenture Issuer as “Tier 1 Capital” (or the then equivalentthereof) for purposes of the capital adequacy guidelines of the Federal Reserve(or any successor regulatory authority with jurisdiction over bank or financialholding companies), as then in effect and applicable to the Debenture Issuer(or if the Debenture Issuer is not a bank holding company, such guidelinesapplied to the Debenture Issuer as if the Debenture Issuer were subject to suchguidelines); provided, however, that the inability of the Debenture Issuer totreat all or any portion of the aggregate Liquidation Amount of the CapitalSecurities as Tier 1 Capital shall not constitute the basis for a CapitalTreatment Event, if such inability results from the Debenture Issuer havingcumulative preferred stock, minority interests in consolidated subsidiaries, orany other class of security or interest which the Federal Reserve or OTS, asapplicable, may now or hereafter accord Tier 1 Capital treatment in excessof the amount which may now or hereafter qualify for treatment as Tier 1Capital under applicable

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capital adequacy guidelines; provided further,however, that the distribution of the Debentures in connection with theliquidation of the Trust by the Debenture Issuer shall not in and of itselfconstitute a Capital Treatment Event unless such liquidation shall haveoccurred in connection with a Tax Event or an Investment Company Event.

“SpecialEvent” means any of a Capital Treatment Event, a Tax Event or an InvestmentCompany Event.

“SpecialRedemption Price” means, with respect to the redemption of any Debenturesfollowing a Special Event, an amount in cash equal to 103.525% of the principalamount of Debentures to be redeemed prior to December 15, 2007 and thereafterequal to the percentage of the principal amount of the Debentures that isspecified below for the Special Redemption Date plus, in each case, unpaidinterest accrued thereon to the Special Redemption Date:

| Special Redemption During the  12-Month Period Beginning December 15 | ** ** | **Percentage of Principal Amount** | ** ** |
|---------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------|------------|
|                                                                                                    |       |                                              |       |
| 2007                                                                                                    |       | 103.140%                                          |       |
| 2008                                                                                                    |       | 102.355%                                          |       |
| 2009                                                                                                    |       | 101.570%                                          |       |
| 2010                                                                                                    |       | 100.785%                                          |       |
| 2011 and thereafter                                                                                     |       | 100.000%                                          |       |
|                                                                                                    |       |                                              |       |

 

“RedemptionDate” means the date fixed for the redemption of Capital Securities, whichshall be any March 15, June 15, September 15 or December 15 on or afterDecember 15, 2011.

“RedemptionPrice” means 100% of the principal amount of the Debentures being redeemed plusaccrued and unpaid interest on such Debentures to the Redemption Date.

(b)           Upon the repayment in full atmaturity or redemption in whole or in part of the Debentures (other thanfollowing the distribution of the Debentures to the Holders of the Securities),the proceeds from such repayment or payment shall concurrently be applied toredeem Pro Rata at the applicable Redemption Price, Securities having anaggregate liquidation amount equal to the aggregate principal amount of theDebentures so repaid or redeemed; provided, however, that holdersof such Securities shall be given not less than 30 nor more than 60 days’notice of such redemption (other than at the scheduled maturity of theDebentures).

(c)           If fewer than all the outstandingSecurities are to be so redeemed, the Common Securities and the CapitalSecurities will be redeemed Pro Rata and the Capital Securities to be redeemedwill be as described in Section 4(e)(ii) below.

(d)           The Trust may not redeem fewer than allthe outstanding Capital Securities unless all accrued and unpaid Distributionshave been paid on all Capital Securities for all quarterly Distribution periodsterminating on or before the date of redemption.

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(e)           Redemption or DistributionProcedures.

(i)            Notice of any redemption of, ornotice of distribution of the Debentures in exchange for, the Securities (a “Redemption/DistributionNotice”) will be given by the Trust by mail to each Holder of Securities to beredeemed or exchanged not fewer than 30 nor more than 60 days before the datefixed for redemption or exchange thereof which, in the case of a redemption,will be the date fixed for redemption of the Debentures. For purposes of thecalculation of the date of redemption or exchange and the dates on whichnotices are given pursuant to this Section 4(e)(i), a Redemption/DistributionNotice shall be deemed to be given on the day such notice is first mailed byfirst-class mail, postage prepaid, to Holders of such Securities. EachRedemption/Distribution Notice shall be addressed to the Holders of suchSecurities at the address of each such Holder appearing on the books andrecords of the Registrar. No defect in the Redemption/Distribution Notice or inthe mailing thereof with respect to any Holder shall affect the validity of theredemption or exchange proceedings with respect to any other Holder.

(ii)           In the event that fewer than all theoutstanding Securities are to be redeemed, the Securities to be redeemed shallbe redeemed Pro Rata from each Holder of Capital Securities.

(iii)          If the Securities are to be redeemedand the Trust gives a Redemption/Distribution Notice, which notice may only beissued if the Debentures are redeemed as set out in this Section 4 (whichnotice will be irrevocable), then, provided, that the Institutional Trustee hasa sufficient amount of cash in connection with the related redemption ormaturity of the Debentures, the Institutional Trustee will, with respect toBook-Entry Capital Securities, on the Redemption Date or Special RedemptionDate, as applicable, irrevocably deposit with the Depositary for suchBook-Entry Capital Securities, to the extent available therefor, fundssufficient to pay the relevant Redemption Price or Special Redemption Price, asapplicable, and will give such Depositary irrevocable instructions andauthority to pay the Redemption Price or Special Redemption Price, asapplicable, to the Owners of the Capital Securities. With respect to CapitalSecurities that are not Book-Entry Capital Securities, the InstitutionalTrustee will pay, to the extent available therefor, the relevant RedemptionPrice or Special Redemption Price, as applicable, to the Holders of suchSecurities by check mailed to the address of each such Holder appearing on thebooks and records of the Trust on the redemption date. If aRedemption/Distribution Notice shall have been given and funds deposited asrequired, then immediately prior to the close of business on the date of suchdeposit, Distributions will cease to accrue on the Securities so called forredemption and all rights of Holders of such Securities so called forredemption will cease, except the right of the Holders of such Securities toreceive the applicable Redemption Price or Special Redemption Price, asapplicable, specified in Section 4(a). If any date fixed for redemption ofSecurities is not a Business Day, then payment of any such Redemption Price orSpecial

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Redemption Price, asapplicable, payable on such date will be made on the next succeeding day thatis a Business Day except that, if such Business Day falls in the next calendaryear, such payment will be made on the immediately preceding Business Day, ineach case with the same force and effect as if made on such date fixed forredemption. If payment of the Redemption Price or Special Redemption Price, asapplicable, in respect of any Securities is improperly withheld or refused andnot paid either by the Trust or by the Debenture Issuer as guarantor pursuantto the Guarantee, Distributions on such Securities will continue to accrue atthe then applicable rate from the original redemption date to the actual dateof payment, in which case the actual payment date will be considered the datefixed for redemption for purposes of calculating the Redemption Price or SpecialRedemption Price, as applicable. In the event of any redemption of the CapitalSecurities issued by the Trust in part, the Trust shall not be required to (i)issue, register the transfer of or exchange any Security during a periodbeginning at the opening of business 15 days before any selection forredemption of the Capital Securities and ending at the close of business on theearliest date on which the relevant notice of redemption is deemed to have beengiven to all Holders of the Capital Securities to be so redeemed or (ii)register the transfer of or exchange any Capital Securities so selected forredemption, in whole or in part, except for the unredeemed portion of anyCapital Securities being redeemed in part.

(iv)          Redemption/Distribution Notices shallbe sent by the Administrators on behalf of the Trust (A) in respect of theCapital Securities, to the Holders thereof, and (B) in respect of the CommonSecurities, to the Holder thereof.

(v)           Subject to the foregoing andapplicable law (including, without limitation, United States federal securitieslaws), and provided, that the acquiror is not the Holder of the CommonSecurities or the obligor under the Indenture, the Sponsor or any of itssubsidiaries may at any time and from time to time purchase outstanding CapitalSecurities by tender, in the open market or by private agreement.

5.             Voting Rights - Capital Securities.

(a)           Except as provided under Sections5(b) and 7 and as otherwise required by law and the Declaration, the Holders ofthe Capital Securities will have no voting rights. The Administrators arerequired to call a meeting of the Holders of the Capital Securities if directedto do so by Holders of not less than 10% in liquidation amount of the CapitalSecurities.

(b)           Subject to the requirements ofobtaining a tax opinion by the Institutional Trustee in certain circumstancesset forth in the last sentence of this paragraph, the Holders of a Majority inliquidation amount of the Capital Securities, voting separately as a class,have the right to direct the time, method, and place of conducting anyproceeding for any remedy available to the Institutional Trustee, or exercisingany trust or power conferred upon the Institutional Trustee under theDeclaration, including the right to direct the Institutional Trustee, as holderof the Debentures, to (i) exercise the remedies available under the Indentureas the holder of the

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Debentures, (ii) waive any past default that iswaivable under the Indenture, (iii) exercise anyright to rescind or annul a declaration that the principal of all theDebentures shall be due and payable or (iv) consent on behalf of all theHolders of the Capital Securities to any amendment, modification or terminationof the Indenture or the Debentures where such consent shall be required; provided,however, that, where a consent or action under the Indenture wouldrequire the consent or act of the holders of greater than a simple majority inprincipal amount of Debentures (a “Super Majority”) affected thereby, theInstitutional Trustee may only give such consent or take such action at thewritten direction of the Holders of not less than the proportion in liquidationamount of the Capital Securities outstanding which the relevant Super Majorityrepresents of the aggregate principal amount of the Debentures outstanding. Ifthe Institutional Trustee fails to enforce its rights under the Debenturesafter the Holders of a Majority or Super Majority, as the case may be, inliquidation amount of such Capital Securities have so directed theInstitutional Trustee, to the fullest extent permitted by law, a Holder of theCapital Securities may institute a legal proceeding directly against theDebenture Issuer to enforce the Institutional Trustee’s rights under theDebentures without first instituting any legal proceeding against theInstitutional Trustee or any other person or entity. Notwithstanding theforegoing, if an Event of Default has occurred and is continuing and such eventis attributable to the failure of the Debenture Issuer to pay interest orpremium, if any, on or principal of the Debentures on the date such interest,premium, if any, on or principal is payable (or in the case of redemption, theredemption date), then a Holder of record of the Capital Securities maydirectly institute a proceeding for enforcement of payment, on or after therespective due dates specified in the Debentures, to such Holder directly ofthe principal of or premium, if any, or interest on the Debentures having anaggregate principal amount equal to the aggregate liquidation amount of theCapital Securities of such Holder. The Institutional Trustee shall notify allHolders of the Capital Securities of any default actually known to theInstitutional Trustee with respect to the Debentures unless (x) such defaulthas been cured prior to the giving of such notice or (y) the InstitutionalTrustee determines in good faith that the withholding of such notice is in theinterest of the Holders of such Capital Securities, except where the defaultrelates to the payment of principal of or interest on any of the Debentures.Such notice shall state that such Indenture Event of Default also constitutesan Event of Default hereunder. Except with respect to directing the time,method and place of conducting a proceeding for a remedy, the InstitutionalTrustee shall not take any of the actions described in clause (i), (ii) or(iii) above unless the Institutional Trustee has obtained an opinion of taxcounsel to the effect that, as a result of such action, the Trust will not beclassified as other than a grantor trust for United States federal income taxpurposes.

In theevent the consent of the Institutional Trustee, as the holder of the Debenturesis required under the Indenture with respect to any amendment, modification ortermination of the Indenture, the Institutional Trustee may request the writtendirection of the Holders of the Securities with respect to such amendment,modification or termination and shall vote with respect to such amendment,modification or termination as directed by a Majority in liquidation amount ofthe Securities voting together as a single class; provided, however,that where a consent under the Indenture would require the consent of a SuperMajority, the Institutional Trustee may only give such consent at the writtendirection of the Holders of not less than the proportion in liquidation amountof such Securities outstanding which the relevant Super Majority represents ofthe aggregate principal amount of the Debentures outstanding. The InstitutionalTrustee shall not take any such action in accordance with the writtendirections of

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the Holders of the Securities unless the InstitutionalTrustee has obtained an opinion of tax counsel to the effect that, as a resultof such action, the Trust will not be classified as other than a grantor trustfor United States federal income tax purposes.

Awaiver of an Indenture Event of Default will constitute a waiver of thecorresponding Event of Default hereunder. Any required approval or direction ofHolders of the Capital Securities may be given at a separate meeting of Holdersof the Capital Securities convened for such purpose, at a meeting of all of theHolders of the Securities in the Trust or pursuant to written consent. TheInstitutional Trustee will cause a notice of any meeting at which Holders ofthe Capital Securities are entitled to vote, or of any matter upon which actionby written consent of such Holders is to be taken, to be mailed to each Holderof record of the Capital Securities. Each such notice will include a statementsetting forth the following information (i) the date of such meeting or thedate by which such action is to be taken, (ii) a description of any resolutionproposed for adoption at such meeting on which such Holders are entitled tovote or of such matter upon which written consent is sought and (iii)instructions for the delivery of proxies or consents. No vote or consent of theHolders of the Capital Securities will be required for the Trust to redeem andcancel Capital Securities or to distribute the Debentures in accordance withthe Declaration and the terms of the Securities.

Notwithstandingthat Holders of the Capital Securities are entitled to vote or consent underany of the circumstances described above, any of the Capital Securities thatare owned by the Sponsor or any Affiliate of the Sponsor shall not entitle theHolder thereof to vote or consent and shall, for purposes of such vote orconsent, be treated as if such Capital Securities were not outstanding.

In noevent will Holders of the Capital Securities have the right to vote to appoint,remove or replace the Administrators, which voting rights are vestedexclusively in the Sponsor as the Holder of all of the Common Securities of theTrust. Under certain circumstances as more fully described in the Declaration,Holders of Capital Securities have the right to vote to appoint, remove orreplace the Institutional Trustee.

6.             Voting Rights - Common Securities.

(a)           Except as provided under Sections6(b), 6(c) and 7 and as otherwise required by law and the Declaration, theCommon Securities will have no voting rights.

(b)           The Holders of the Common Securitiesare entitled, in accordance with Article IV of the Declaration, to vote toappoint, remove or replace any Administrators.

(c)           Subject to Section 6.7 of theDeclaration and only after each Event of Default (if any) with respect to theCapital Securities has been cured, waived or otherwise eliminated and subjectto the requirements of the second to last sentence of this paragraph, theHolders of a Majority in liquidation amount of the Common Securities, votingseparately as a class, may direct the time, method, and place of conducting anyproceeding for any remedy available to the Institutional Trustee, or exercisingany trust or power conferred upon the Institutional Trustee under theDeclaration, including (i) directing the time, method, place of conducting anyproceeding for any remedy available to the Debenture Trustee, or exercising anytrust or power

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conferred on the Debenture Trustee with respect to theDebentures, (ii) waiving any past default and its consequences that arewaivable under the Indenture, or (iii) exercising any right to rescind or annula declaration that the principal of all the Debentures shall be due andpayable, provided, however, that, where a consent or action under the Indenturewould require a Super Majority, the Institutional Trustee may only give suchconsent or take such action at the written direction of the Holders of not lessthan the proportion in liquidation amount of the Common Securities which therelevant Super Majority represents of the aggregate principal amount of theDebentures outstanding. Notwithstanding this Section 6(c), the InstitutionalTrustee shall not revoke any action previously authorized or approved by a voteor consent of the Holders of the Capital Securities. Other than with respect todirecting the time, method and place of conducting any proceeding for anyremedy available to the Institutional Trustee or the Debenture Trustee as setforth above, the Institutional Trustee shall not take any action described inclause (i), (ii) or (iii) above, unless the Institutional Trustee has obtainedan opinion of tax counsel to the effect that for the purposes of United Statesfederal income tax the Trust will not be classified as other than a grantortrust on account of such action. If the Institutional Trustee fails to enforceits rights under the Declaration, to the fullest extent permitted by law anyHolder of the Common Securities may institute a legal proceeding directlyagainst any Person to enforce the Institutional Trustee’s rights under theDeclaration, without first instituting a legal proceeding against theInstitutional Trustee or any other Person.

Anyapproval or direction of Holders of the Common Securities may be given at aseparate meeting of Holders of the Common Securities convened for such purpose,at a meeting of all of the Holders of the Securities in the Trust or pursuantto written consent. The Administrators will cause a notice of any meeting atwhich Holders of the Common Securities are entitled to vote, or of any matterupon which action by written consent of such Holders is to be taken, to bemailed to each Holder of the Common Securities. Each such notice will include astatement setting forth (i) the date of such meeting or the date by which suchaction is to be taken, (ii) a description of any resolution proposed foradoption at such meeting on which such Holders are entitled to vote or of suchmatter upon which written consent is sought and (iii) instructions for thedelivery of proxies or consents.

Novote or consent of the Holders of the Common Securities will be required forthe Trust to redeem and cancel Common Securities or to distribute theDebentures in accordance with the Declaration and the terms of the Securities.

7.             Amendments to Declaration and Indenture.

(a)           In addition to any requirements underSection 11.1 of the Declaration, if any proposed amendment to the Declarationprovides for, or the Trustees otherwise propose to effect, (i) any action thatwould adversely affect the powers, preferences or special rights of theSecurities, whether by way of amendment to the Declaration or otherwise, or(ii) the Liquidation of the Trust, other than as described in Section 7.1 ofthe Declaration, then the Holders of outstanding Securities, voting together asa single class, will be entitled to vote on such amendment or proposal and suchamendment or proposal shall not be effective except with the approval of theHolders of not less than a Majority in liquidation amount of the Securitiesaffected thereby; provided, however, if any amendment or proposal referred toin clause (i) above would adversely affect only the Capital Securities or onlythe Common Securities, then

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only the affected class will be entitled to vote onsuch amendment or proposal and such amendment or proposal shall not beeffective except with the approval of a Majority in liquidation amount of suchclass of Securities.

(b)           In the event the consent of theInstitutional Trustee as the holder of the Debentures is required under theIndenture with respect to any amendment, modification or termination of theIndenture or the Debentures, the Institutional Trustee shall request thewritten direction of the Holders of the Securities with respect to suchamendment, modification or termination and shall vote with respect to suchamendment, modification, or termination as directed by a Majority inliquidation amount of the Securities voting together as a single class;provided, however, that where a consent under the Indenture would require aSuper Majority, the Institutional Trustee may only give such consent at thewritten direction of the Holders of not less than the proportion in liquidationamount of the Securities which the relevant Super Majority represents of theaggregate principal amount of the Debentures outstanding.

(c)           Notwithstanding the foregoing, noamendment or modification may be made to the Declaration if such amendment ormodification would (i) cause the Trust to be classified for purposes of UnitedStates federal income taxation as other than a grantor trust, (ii) reduce orotherwise adversely affect the powers of the Institutional Trustee or (iii)cause the Trust to be deemed an “investment company” which is required to beregistered under the Investment Company Act.

(d)           Notwithstanding any provision of theDeclaration, the right of any Holder of the Capital Securities to receivepayment of distributions and other payments upon redemption or otherwise, on orafter their respective due dates, or to institute a suit for the enforcement ofany such payment on or after such respective dates, shall not be impaired oraffected without the consent of such Holder. For the protection and enforcementof the foregoing provision, each and every Holder of the Capital Securitiesshall be entitled to such relief as can be given either at law or equity.

8.             Pro Rata. A reference in these terms of theSecurities to any payment, distribution or treatment as being “Pro Rata” shallmean pro rata to each Holder of the Securities according to the aggregateliquidation amount of the Securities held by the relevant Holder in relation tothe aggregate liquidation amount of all Securities outstanding unless, in relationto a payment, an Event of Default has occurred and is continuing, in which caseany funds available to make such payment shall be paid first to each Holder ofthe Capital Securities Pro Rata according to the aggregate liquidation amountof the Capital Securities held by the relevant Holder relative to the aggregateliquidation amount of all Capital Securities outstanding, and only aftersatisfaction of all amounts owed to the Holders of the Capital Securities, toeach Holder of the Common Securities Pro Rata according to the aggregateliquidation amount of the Common Securities held by the relevant Holderrelative to the aggregate liquidation amount of all Common Securitiesoutstanding.

9.             Ranking. The Capital Securities rank pari passuwith, and payment thereon shall be made Pro Rata with, the Common Securitiesexcept that, where an Event of Default has occurred and is continuing, therights of Holders of the Common Securities to receive payment of Distributionsand payments upon liquidation, redemption and otherwise are subordinated to

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the rights of the Holders of the Capital Securitieswith the result that no payment of any Distribution on, or Redemption Price orSpecial Redemption Price of, any Common Security, and no other payment onaccount of redemption, liquidation or other acquisition of Common Securities,shall be made unless payment in full in cash of all accumulated and unpaidDistributions on all outstanding Capital Securities for all distributionperiods terminating on or prior thereto, or in the case of payment of theRedemption Price or Special Redemption Price the full amount of such RedemptionPrice or the Special Redemption Price on all outstanding Capital Securitiesthen called for redemption, shall have been made or provided for, and all fundsimmediately available to the Institutional Trustee shall first be applied tothe payment in full in cash of all Distributions on, or the Redemption Price orthe Special Redemption Price of, the Capital Securities then due and payable.

10.           Acceptance of Guarantee andIndenture. Each Holder of the Capital Securities and the Common Securities,by the acceptance of such Securities, agrees to the provisions of theGuarantee, including the subordination provisions therein and to the provisionsof the Indenture.

11.           No Preemptive Rights. TheHolders of the Securities shall have no, and the issuance of the Securities isnot subject to, preemptive or similar rights to subscribe for any additionalsecurities.

12.           Miscellaneous. These termsconstitute a part of the Declaration. The Sponsor will provide a copy of theDeclaration, the Guarantee, and the Indenture to a Holder without charge onwritten request to the Sponsor at its principal place of business.

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**EXHIBIT A-1**

**FORM OF CAPITAL SECURITY CERTIFICATE**

[FORM OF FACE OF SECURITY]

THISSECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLESECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREINMAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISEDISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION ISEXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELLOR OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE DEBENTURE ISSUER OR THETRUST, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO APERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” ASDEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AQUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEINGMADE IN RELIANCE ON RULE 144A, (C) TO A “NON U.S. PERSON” IN AN “OFFSHORETRANSACTION” PURSUANT TO REGULATION S UNDER THE SECURITIES ACT, (D)PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIESACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1),(2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THESECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN “ACCREDITEDINVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALEIN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (E)PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OFTHE SECURITIES ACT, SUBJECT TO THE DEBENTURE ISSUER’S AND THE TRUST’S RIGHTPRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TOREQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHERINFORMATION SATISFACTORY TO EACH OF THEM IN ACCORDANCE WITH THE AMENDED ANDRESTATED DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THEDEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCEHEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

THEHOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTSTHAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESSSUCH TRANSACTIONS ARE IN COMPLIANCE WITH THE SECURITIES ACT OR AN APPLICABLEEXEMPTION THEREFROM.

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THEHOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS ANDWARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OROTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOMESECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNALREVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (EACH A “PLAN”), OR AN ENTITYWHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’SINVESTMENT IN THE ENTITY AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAYACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER ORHOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OFLABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY ISNOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECTTO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANYINTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDINGTHEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANINGOF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE ISAPPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFITPLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEEBENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOTRESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVEEXEMPTION.

INCONNECTION WITH ANY TRANSFER, THE HOLDER OF THE CERTIFICATE WILL DELIVER TO THEREGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BEREQUIRED BY THE AMENDED AND RESTATED DECLARATION OF TRUST TO CONFIRM THAT THETRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

THISSECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING ALIQUIDATION AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESSTHEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING ALIQUIDATION AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NOLEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TOBE THE HOLDER OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO,THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREESHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

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| Certificate Number      [P-001] | Number of Capital  Securities:  3,000 |
|---------------------------------------------------------------|--------------------------------------------|

 

Certificate Evidencing Capital Securities

of

Chino Statutory Trust I

TP Securities

(liquidation amount $1,000 per Capital Security)

ChinoStatutory Trust I, a statutory trust created under the laws of the State ofConnecticut (the “Trust”), hereby certifies that Embassy & Co. (the “Holder”),is the registered owner of 3,000 capital securities of the Trust representingundivided beneficial interests in the assets of the Trust, designated the TPSecurities (liquidation amount $1,000 per Capital Security) (the “CapitalSecurities”). Subject to the Declaration (as defined below), the CapitalSecurities are transferable on the books and records of the Trust, in person orby a duly authorized attorney, upon surrender of this Certificate duly endorsedand in proper form for transfer. The Capital Securities represented hereby areissued pursuant to, and the designation, rights, privileges, restrictions,preferences and other terms and provisions of the Capital Securities shall inall respects be subject to, the provisions of the Amended and RestatedDeclaration of Trust of the Trust, dated as of October 27, 2006, among Dann H.Bowman and Sandra Pender, as Administrators, U.S. Bank National Association, asInstitutional Trustee, Chino Commercial Bancorp, as Sponsor, and the holdersfrom time to time of undivided beneficial interests in the assets of the Trust,including the designation of the terms of the Capital Securities as set forthin Annex I to the Declaration, as the same may be amended from time to time(the “Declaration”). Capitalized terms used herein but not defined shall havethe meaning given them in the Declaration. The Holder is entitled to thebenefits of the Guarantee to the extent provided therein. The Sponsor willprovide a copy of the Declaration, the Guarantee, and the Indenture to theHolder without charge upon written request to the Sponsor at its principalplace of business.

Byacceptance of this Security, the Holder is bound by the Declaration and isentitled to the benefits thereunder.

Byacceptance of this Security, the Holder agrees to treat, for United Statesfederal income tax purposes, the Debentures as indebtedness and the CapitalSecurities as evidence of beneficial ownership in the Debentures.

ThisCapital Security is governed by, and shall be construed in accordance with, thelaws of the State of Connecticut, without regard to principles of conflict oflaws.

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INWITNESS WHEREOF, the Trust has duly executed this certificate.
|        | Chino Statutory Trust I |
|--------|-------------------------|
|   |                    |   |
|   | By:                     |   |
|   |                    | Name: |   |
|   |                    | Title:    Administrator |
|   |                    |   |
|   | Dated:                  |   |
|        |                         |  |  |  |

 

CERTIFICATE OF AUTHENTICATION

Thisis one of the Capital Securities referred to in the within-mentionedDeclaration.
|        | U.S. BANK NATIONAL ASSOCIATION, not  in its individual capacity but solely as  Institutional Trustee |
|--------|------------------------------------------------------------------------------------------------------|
|   |                                                                                                 |
|   |                                                                                                 |
|   | By:                                                                                                  |   |
|   |                                                                                                 | Authorized Signatory |
|   |                                                                                                 |   |
|   | Dated:                                                                                               |   |

 

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[FORM OF REVERSE OF SECURITY]

Distributionspayable on each Capital Security will be payable at a fixed rate of 6.795% (the“Fixed Rate”) per annum from October 27, 2006 until December 15, 2011 (the “FixedRate Period”) and thereafter at a variable per annum rate of interest, resetquarterly, equal to LIBOR (as defined in the Declaration) plus 1.68% (the “VariableRate”) (the “Coupon Rate” is defined to include the Fixed Rate and VariableRate, as applicable) of the stated liquidation amount of $1,000 per CapitalSecurity (provided, however, that the Coupon Rate for any Distribution PaymentPeriod may not exceed the highest rate permitted by New York law, as the same maybe modified by United States law of general applicability), such Coupon Ratebeing the rate of interest payable on the Debentures to be held by theInstitutional Trustee. Distributions in arrears for more than one quarterlyperiod will bear interest thereon compounded quarterly at the then applicableCoupon Rate for each such quarterly period (to the extent permitted byapplicable law). The term “Distributions” as used herein includes cashdistributions, any such compounded distributions and any Additional Interestpayable on the Debentures unless otherwise stated. A Distribution is payableonly to the extent that payments are made in respect of the Debentures held bythe Institutional Trustee and to the extent the Institutional Trustee has fundslegally available in the Property Account therefor. During the Fixed RatePeriod, the amount of Distributions payable for any Distribution Payment Periodshall be computed for any full quarterly Distribution Payment Period on thebasis of a 360-day year of twelve 30-day months and the amount payable for anypartial period shall be computed on the basis of the number of days elapsed ina 360-day year of twelve 30-day months. Upon expiration of the Fixed RatePeriod, distributions shall be computed on the basis of a 360-day year and theactual number of days elapsed in the relevant Distribution Payment Period.

Exceptas otherwise described below, Distributions on the Capital Securities will becumulative, will accrue from the date of original issuance and will be payablequarterly in arrears on March 15, June 15, September 15 and December 15 of eachyear, commencing on December 15, 2006 (each, a “Distribution Payment Date”).Subject to prior submission of Notice (as defined in the Indenture), and solong as no Event of Default pursuant to paragraphs (c), (e), (f) or (g) ofSection 5.01 of the Indenture has occurred and is continuing, the DebentureIssuer has the right under the Indenture to defer payments of interest on theDebentures by extending the interest distribution period for up to 20consecutive quarterly periods (each, an “Extension Period”) at any time andfrom time to time on the Debentures, subject to the conditions described below,during which Extension Period no interest shall be due and payable (except anyAdditional Interest that may be due and payable). During any Extension Period,interest will continue to accrue on the Debentures, and interest on suchaccrued interest (such accrued interest and interest thereon referred to hereinas “Deferred Interest”) will accrue at an annual rate equal to the Coupon Ratein effect for each such Extension Period, compounded quarterly from the datesuch Deferred Interest would have been payable were it not for the ExtensionPeriod, to the extent permitted by law. No Extension Period may end on a dateother than a Distribution Payment Date. At the end of any such ExtensionPeriod, the Debenture Issuer shall pay all Deferred Interest then accrued andunpaid on the Debentures; provided, however, that no ExtensionPeriod may extend beyond the Maturity Date, Redemption Date (to the extentredeemed) or Special Redemption Date. Prior to the termination of any ExtensionPeriod, the Debenture Issuer may further extend such period; provided,that such period together with all such previous and further consecutiveextensions thereof shall not exceed 20 consecutive

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quarterly periods, or extend beyond the Maturity Date,Redemption Date (to the extent redeemed) or Special Redemption Date. Upon thetermination of any Extension Period and upon the payment of all DeferredInterest, the Debenture Issuer may commence a new Extension Period, subject tothe foregoing requirements. No interest or Deferred Interest (except anyAdditional Amounts that may be due and payable) shall be due and payable duringan Extension Period, except at the end thereof, but Deferred Interest shallaccrue upon each installment of interest that would otherwise have been due andpayable during such Extension Period until such installment is paid. IfDistributions are deferred, the Distributions due shall be paid on the datethat the related Extension Period terminates to Holders of the Securities asthey appear on the books and records of the Trust on the record dateimmediately preceding such date. Distributions on the Securities must be paidon the dates payable (after giving effect to any Extension Period) to theextent that the Trust has funds legally available for the payment of suchdistributions in the Property Account of the Trust. The Trust’s funds availablefor Distribution to the Holders of the Securities will be limited to paymentsreceived from the Debenture Issuer. The payment of Distributions out of moneysheld by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.

TheCapital Securities shall be redeemable as provided in the Declaration.

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ASSIGNMENT

FORVALUE RECEIVED, the undersigned assigns and transfers this Capital SecurityCertificate to:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| (Insert assignee’s social security or tax  identification number)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| (Insert address  and zip code of assignee),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
| and irrevocably appoints                                                             as agent to transfer this Capital Security Certificate on the books of the  Trust. The agent may substitute another to act for it, him or her. |

 
|                                                                                        | Date:                    |   |   |
|---------------------------------------------------------------------------------------------|--------------------------|--------|--------|
|                                                                                        |                     |   |   |
|                                                                                        | Signature:               |   |   |
|                                                                                        |                     |   |   |
| (Sign exactly as your name appears on the other side  of this Capital Security Certificate) |
|                                                                                        |
|                                                                                        | Signature  Guarantee:(1) |   |   |
|                                                                                             |                          |        |        |  |  |

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(1)    Signature mustbe guaranteed by an “eligible guarantor institution” that is a bank,stockbroker, savings and loan association or credit union meeting therequirements of the Security registrar, which requirements include membershipor participation in the Securities Transfer Agents Medallion Program (“STAMP”)or such other “signature guarantee program” as may be determined by theSecurity registrar in addition to, or in substitution for, STAMP, all inaccordance with the Securities Exchange Act of 1934, as amended.

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**EXHIBITA-2**

**FORM OFCOMMON SECURITY CERTIFICATE**

THISCOMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, ASAMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWSAND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANTTO AN EXEMPTION FROM REGISTRATION.

EXCEPT AS SET FORTH IN SECTION 8.1(b) OF THEDECLARATION (AS DEFINED BELOW), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGEDOR OTHERWISE TRANSFERRED.

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| Certificate Number | [C-001] | Number of Common  Securities: 93 |
|--------------------|---------|----------------------------------|

 

Certificate Evidencing Common SecuritiesofChino Statutory Trust I

ChinoStatutory Trust I, a statutory trust created under the laws of the State ofConnecticut (the “Trust”), hereby certifies that Chino Commercial Bancorp (the “Holder”)is the registered owner of 93 common securities of the Trust representingundivided beneficial interests in the assets of the Trust (liquidation amount$1,000 per Common Security) (the “Common Securities”). The Common Securitiesrepresented hereby are issued pursuant to, and the designation, rights,privileges, restrictions, preferences and other terms and provisions of theCommon Securities shall in all respects be subject to, the provisions of theAmended and Restated Declaration of Trust of the Trust, dated as of October 27,2006, among Dann H. Bowman and Sandra Pender, as Administrators, U.S. BankNational Association, as Institutional Trustee, the Holder, as Sponsor, and theholders from time to time of undivided beneficial interests in the assets ofthe Trust, including the designation of the terms of the Common Securities asset forth in Annex I to the Declaration, as the same may be amended from timeto time (the “Declaration”). Capitalized terms used herein but not definedshall have the meaning given them in the Declaration. The Sponsor will providea copy of the Declaration and the Indenture to the Holder without charge uponwritten request to the Sponsor at its principal place of business.

As setforth in the Declaration, when an Event of Default has occurred and iscontinuing, the rights of Holders of Common Securities to payment in respect ofDistributions and payments upon Liquidation, redemption or otherwise aresubordinated to the rights of payment of Holders of the Capital Securities.

Byacceptance of this Certificate, the Holder is bound by the Declaration and isentitled to the benefits thereunder.

Byacceptance of this Certificate, the Holder agrees to treat, for United Statesfederal income tax purposes, the Debentures as indebtedness and the CommonSecurities as evidence of undivided beneficial ownership in the Debentures.

This Common Security is governed by, and shall beconstrued in accordance with, the laws of the State of Connecticut, withoutregard to principles of conflict of laws.

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INWITNESS WHEREOF, the Trust has executed this certificate as of this       day of                    ,2006.
|        | Chino Statutory Trust I |
|--------|-------------------------|
|   |                    |
|   |                    |
|   | By:                     |   |   |
|   |                    | Name: |   |   |
|   |                    | Title: Administrator |
|        |                         |  |  |  |

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[FORM OF REVERSE OF SECURITY]

Distributionspayable on each Common Security will be identical in amount to theDistributions payable on each Capital Security, which is at a fixed rate of6.795% (the “Fixed Rate”) per annum from October 27, 2006 until December 15,2011 (the “Fixed Rate Period”) and thereafter at a variable per annum rate ofinterest, reset quarterly, equal to LIBOR (as defined in the Declaration) plus1.68% (the “Variable Rate”) (the “Coupon Rate” is defined to include the FixedRate and Variable Rate, as applicable) of the stated liquidation amount of$1,000 per Capital Security (provided, however, that the Coupon Rate for anyDistribution Payment Period may not exceed the highest rate permitted by NewYork law, as the same may be modified by United States law of generalapplicability), such Coupon Rate being the rate of interest payable on theDebentures to be held by the Institutional Trustee. Distributions in arrearsfor more than one quarterly period will bear interest thereon compoundedquarterly at the then applicable Coupon Rate for each such quarterly period (tothe extent permitted by applicable law). The term “Distributions” as usedherein includes cash distributions, any such compounded distributions and anyAdditional Interest payable on the Debentures unless otherwise stated. ADistribution is payable only to the extent that payments are made in respect ofthe Debentures held by the Institutional Trustee and to the extent theInstitutional Trustee has funds legally available in the Property Accounttherefor. During the Fixed Rate Period, the amount of Distributions payable forany Distribution Payment Period shall be computed for any full quarterlyDistribution Payment Period on the basis of a 360-day year of twelve 30-daymonths and the amount payable for any partial period shall be computed on thebasis of the number of days elapsed in a 360-day year of twelve 30-day months.Upon expiration of the Fixed Rate Period, distributions shall be computed onthe basis of a 360-day year and the actual number of days elapsed in therelevant Distribution Payment Period.

Except as otherwise described below, Distributions onthe Common Securities will be cumulative, will accrue from the date of originalissuance and will be payable quarterly in arrears on March 15, June 15,September 15 and December 15 of each year, commencing on December 15, 2006(each, a “Distribution Payment Date”). Subject to prior submission of Notice(as defined in the Indenture), and so long as no Event of Default pursuant toparagraphs (c), (e), (f) or (g) of Section 5.01 of the Indenture has occurredand is continuing, the Debenture Issuer has the right under the Indenture todefer payments of interest on the Debentures by extending the interest distributionperiod for up to 20 consecutive quarterly periods (each, an “Extension Period”)at any time and from time to time on the Debentures, subject to the conditionsdescribed below, during which Extension Period no interest shall be due andpayable (except any Additional Interest that may be due and payable). Duringany Extension Period, interest will continue to accrue on the Debentures, andinterest on such accrued interest (such accrued interest and interest thereonreferred to herein as “Deferred Interest”) will accrue at an annual rate equalto the Coupon Rate in effect for each such Extension Period, compoundedquarterly from the date such Deferred Interest would have been payable were itnot for the Extension Period, to the extent permitted by law. No ExtensionPeriod may end on a date other than a Distribution Payment Date. At the end ofany such Extension Period, the Debenture Issuer shall pay all Deferred Interestthen accrued and unpaid on the Debentures; provided, however, that no ExtensionPeriod may extend beyond the Maturity Date, Redemption Date (to the extentredeemed) or Special Redemption Date. Prior to the termination of any ExtensionPeriod, the Debenture Issuer may further extend such period, provided, thatsuch period together with all

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such previous and further consecutive extensionsthereof shall not exceed 20 consecutive quarterly periods, or extend beyond theMaturity Date, Redemption Date (to the extent redeemed) or Special RedemptionDate. Upon the termination of any Extension Period and upon the payment of allDeferred Interest, the Debenture Issuer may commence a new Extension Period,subject to the foregoing requirements. No interest or Deferred Interest (exceptany Additional Interest that may be due and payable) shall be due and payableduring an Extension Period, except at the end thereof, but Deferred Interestshall accrue upon each installment of interest that would otherwise have beendue and payable during such Extension Period until such installment is paid. IfDistributions are deferred, the Distributions due shall be paid on the datethat the related Extension Period terminates to Holders of the Securities asthey appear on the books and records of the Trust on the record dateimmediately preceding such date.

Distributionson the Securities must be paid on the dates payable (after giving effect to anyExtension Period) to the extent that the Trust has funds legally available forthe payment of such distributions in the Property Account of the Trust. TheTrust’s funds legally available for Distribution to the Holders of theSecurities will be limited to payments received from the Debenture Issuer. Thepayment of Distributions out of moneys held by the Trust is guaranteed by theGuarantor pursuant to the Guarantee.

The Common Securitiesshall be redeemable as provided in the Declaration.

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns andtransfers this Common Security Certificate to:

 

 

 

(Insert assignee’s social security or taxidentification number)

 

 

 

(Insert address andzip code of assignee),

and irrevocablyappoints              as agent to transfer this Common Security Certificate on the books of theTrust. The agent may substitute another to act for him or her.

| Date:      |   |   |
|------------|--------|--------|
|       |   |   |
| Signature: |   |   |
|            |        |        |  |

 

(Signexactly as your name appears on the other side of this Common SecurityCertificate)

| Signature Guarantee:(1) |   |   |
|-------------------------|--------|--------|

 

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(1)            Signaturemust be guaranteed by an “eligible guarantor institution” that is a bank,stockbroker, savings and loan association or credit union, meeting therequirements of the Security registrar, which requirements include membershipor participation in the Securities Transfer Agents Medallion Program (“STAMP”) orsuch other “signature guarantee program” as may be determined by the Securityregistrar in addition to, or in substitution for, STAMP, all in accordance withthe Securities Exchange Act of 1934, as amended.

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