Exhibit
4.3


AMENDED AND RESTATED DECLARATION


OF TRUST


by and
among


WILMINGTON TRUST COMPANY,


as
Delaware Trustee,


WILMINGTON TRUST COMPANY,


as
Institutional Trustee,


FIRST REGIONAL BANCORP,


as
Sponsor,


and


JACK A. SWEENEY,
H. ANTHONY GARTSHORE and


THOMAS E. MCCULLOUGH,


as
Administrators,


Dated as
of September 25, 2007






















TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I INTERPRETATION AND DEFINITIONS

  	
   

  	
  1

  
	
  Section 1.1.

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II ORGANIZATION

  	
   

  	
  8

  
	
  Section 2.1.

  	
   

  	
  Name

  	
   

  	
  8

  
	
  Section 2.2.

  	
   

  	
  Office

  	
   

  	
  8

  
	
  Section 2.3.

  	
   

  	
  Purpose

  	
   

  	
  8

  
	
  Section 2.4.

  	
   

  	
  Authority

  	
   

  	
  8

  
	
  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
  Institutional Trustee

  	
   

  	
  12

  
	
  Section 2.8.

  	
   

  	
  Powers and Duties of the Institutional Trustee

  	
   

  	
  13

  
	
  Section 2.9.

  	
   

  	
  Certain Duties and Responsibilities of the Trustees
  and Administrators

  	
   

  	
  14

  
	
  Section 2.10.

  	
   

  	
  Certain Rights of Institutional Trustee

  	
   

  	
  15

  
	
  Section 2.11.

  	
   

  	
  Delaware Trustee

  	
   

  	
  17

  
	
  Section 2.12.

  	
   

  	
  Execution of Documents

  	
   

  	
  17

  
	
  Section 2.13.

  	
   

  	
  Not Responsible for Recitals or Issuance of
  Securities

  	
   

  	
  17

  
	
  Section 2.14.

  	
   

  	
  Duration of Trust

  	
   

  	
  18

  
	
  Section 2.15.

  	
   

  	
  Mergers

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III SPONSOR

  	
   

  	
  19

  
	
  Section 3.1.

  	
   

  	
  Sponsor’s Purchase of Common Securities

  	
   

  	
  19

  
	
  Section 3.2.

  	
   

  	
  Responsibilities of the Sponsor

  	
   

  	
  19

  
	
  Section 3.3.

  	
   

  	
  Expenses

  	
   

  	
  19

  
	
  Section 3.4.

  	
   

  	
  Right to Proceed

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS

  	
   

  	
  20

  
	
  Section 4.1.

  	
   

  	
  Number of Trustees

  	
   

  	
  20

  
	
  Section 4.2.

  	
   

  	
  Delaware Trustee; Eligibility

  	
   

  	
  20

  
	
  Section 4.3.

  	
   

  	
  Institutional Trustee; Eligibility

  	
   

  	
  21

  
	
  Section 4.4.

  	
   

  	
  Administrators

  	
   

  	
  21

  
	
  Section 4.5.

  	
   

  	
  Appointment, Removal and Resignation of Trustees and
  Administrators

  	
   

  	
  21

  
	
  Section 4.6.

  	
   

  	
  Vacancies Among Trustees

  	
   

  	
  23

  
	
  Section 4.7.

  	
   

  	
  Effect of Vacancies

  	
   

  	
  23

  
	
  Section 4.8.

  	
   

  	
  Meetings of the Trustees and the Administrators

  	
   

  	
  23

  
	
  Section 4.9.

  	
   

  	
  Delegation of Power

  	
   

  	
  24

  
	
  Section 4.10.

  	
   

  	
  Conversion, Consolidation or Succession to Business

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V DISTRIBUTIONS

  	
   

  	
  24

  
	
  Section 5.1.

  	
   

  	
  Distributions

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI ISSUANCE OF SECURITIES

  	
   

  	
  24

  
	
  Section 6.1.

  	
   

  	
  General Provisions Regarding Securities

  	
   

  	
  24

  
	
  Section 6.2.

  	
   

  	
  Paying Agent, Transfer Agent and Registrar

  	
   

  	
  25

  
	
  Section 6.3.

  	
   

  	
  Form and Dating

  	
   

  	
  25

  
	
  Section 6.4.

  	
   

  	
  Book-Entry Capital Securities

  	
   

  	
  26

  
	
  Section 6.5.

  	
   

  	
  Mutilated, Destroyed, Lost or Stolen Certificates

  	
   

  	
  28

  
							



 



 i
 









 


	
  Section 6.6.

  	
   

  	
  Temporary Securities

  	
   

  	
  28

  
	
  Section 6.7.

  	
   

  	
  Cancellation

  	
   

  	
  28

  
	
  Section 6.8.

  	
   

  	
  CUSIP Numbers

  	
   

  	
  28

  
	
  Section 6.9.

  	
   

  	
  Rights of Holders; Waivers of Past Defaults

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST

  	
   

  	
  30

  
	
  Section 7.1.

  	
   

  	
  Dissolution and Termination of Trust

  	
   

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII TRANSFER OF INTERESTS

  	
   

  	
  31

  
	
  Section 8.1.

  	
   

  	
  General

  	
   

  	
  31

  
	
  Section 8.2.

  	
   

  	
  Transfer Procedures and Restrictions

  	
   

  	
  32

  
	
  Section 8.3.

  	
   

  	
  Deemed Security Holders

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX
  LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR
  OTHERS

  	
   

  	
  34

  
	
  Section 9.1.

  	
   

  	
  Liability

  	
   

  	
  34

  
	
  Section 9.2.

  	
   

  	
  Exculpation

  	
   

  	
  35

  
	
  Section 9.3.

  	
   

  	
  Fiduciary Duty

  	
   

  	
  35

  
	
  Section 9.4.

  	
   

  	
  Indemnification

  	
   

  	
  35

  
	
  Section 9.5.

  	
   

  	
  Outside Businesses

  	
   

  	
  37

  
	
  Section 9.6.

  	
   

  	
  Compensation; Fee

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X ACCOUNTING

  	
   

  	
  38

  
	
  Section 10.1.

  	
   

  	
  Fiscal Year

  	
   

  	
  38

  
	
  Section 10.2.

  	
   

  	
  Certain Accounting Matters

  	
   

  	
  38

  
	
  Section 10.3.

  	
   

  	
  Banking

  	
   

  	
  39

  
	
  Section 10.4.

  	
   

  	
  Withholding

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI AMENDMENTS AND MEETINGS

  	
   

  	
  39

  
	
  Section 11.1.

  	
   

  	
  Amendments

  	
   

  	
  39

  
	
  Section 11.2.

  	
   

  	
  Meetings of the Holders of Securities; Action by
  Written Consent

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE
  AND THE DELAWARE TRUSTEE

  	
   

  	
  42

  
	
  Section 12.1.

  	
   

  	
  Representations and Warranties of Institutional
  Trustee

  	
   

  	
  42

  
	
  Section 12.2.

  	
   

  	
  Representations of the Delaware Trustee

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII MISCELLANEOUS

  	
   

  	
  43

  
	
  Section 13.1.

  	
   

  	
  Notices

  	
   

  	
  43

  
	
  Section 13.2.

  	
   

  	
  Governing Law

  	
   

  	
  44

  
	
  Section 13.3.

  	
   

  	
  Intention of the Parties

  	
   

  	
  44

  
	
  Section 13.4.

  	
   

  	
  Headings

  	
   

  	
  44

  
	
  Section 13.5.

  	
   

  	
  Successors and Assigns

  	
   

  	
  44

  
	
  Section 13.6.

  	
   

  	
  Partial Enforceability

  	
   

  	
  45

  
	
  Section 13.7.

  	
   

  	
  Counterparts

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annex I

  	
   

  	
  Terms of Securities

  	
   

  	
   

  
	
  Exhibit A-1

  	
   

  	
  Form of Capital Security Certificate

  	
   

  	
   

  
	
  Exhibit A-2

  	
   

  	
  Form of Common Security Certificate

  	
   

  	
   

  
	
  Exhibit B

  	
   

  	
  Specimen of Initial Debenture

  	
   

  	
   

  
	
  Exhibit C

  	
   

  	
  Placement Agreement

  	
   

  	
   

  
						



 



 ii















AMENDED
AND RESTATED


DECLARATION
OF TRUST


OF


FIRST
REGIONAL STATUTORY TRUST VIII


September 25,
2007


AMENDED AND RESTATED
DECLARATION OF TRUST (“Declaration”) dated and effective as of
September 25, 2007, by the Trustees (as defined herein), the Administrators
(as defined herein), the Sponsor (as defined herein) and by the holders, from
time to time, of undivided beneficial interests in the Trust (as defined
herein) to be issued pursuant to this Declaration;


WHEREAS, the Trustees,
the Administrators and the Sponsor established First Regional Statutory
Trust VIII (the “Trust”), a statutory trust under the Statutory
Trust Act (as defined herein) pursuant to a Declaration of Trust dated as of
September 21, 2007 (the “Original Declaration”), and a Certificate
of Trust filed with the Secretary of State of the State of Delaware on
September 21, 2007, for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the
Trust and investing the proceeds thereof in certain debentures of the Debenture
Issuer (as defined herein);


WHEREAS, as of the date
hereof, no interests in the Trust have been issued; and


WHEREAS, the Trustees,
the Administrators and the Sponsor, by this Declaration, amend and restate each
and every term and provision of the Original Declaration;


NOW, THEREFORE, it being
the intention of the parties hereto to continue the Trust as a statutory trust
under the Statutory Trust Act and that this Declaration constitutes the
governing instrument of such statutory trust, the Trustees declare that all
assets contributed to the Trust will be held in trust for the benefit of the
holders, from time to time, of the securities representing undivided beneficial
interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration.  The
parties hereto hereby agree as follows:


ARTICLE I


INTERPRETATION
AND DEFINITIONS


Section 1.1.           Definitions.


Unless the context
otherwise requires:


(a)           Capitalized terms used
in this Declaration but not defined in the preamble above have the respective
meanings assigned to them in this Section 1.1;


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


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



 1
 









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


(e)           a reference to the
singular includes the plural and vice versa.


“Acceleration Event of
Default” has the meaning set forth in the Indenture.


“Additional Interest”
has the meaning set forth in the Indenture.


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


“Administrators”
means each of Jack A. Sweeney, H. Anthony Gartshore and
Thomas E. McCullough, solely in such Person’s capacity as Administrator of
the Trust created and continued hereunder and not in such Person’s individual
capacity, or such Administrator’s successor in interest in such 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
or any successor rule thereunder.


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


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


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


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


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


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


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


“Capital Securities”
has the meaning set forth in paragraph 1(a) of Annex I.


“Capital Security
Certificate” means a definitive Certificate in fully registered form
representing a Capital Security substantially in the form of Exhibit A-1.



 2
 









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


“Certificate”
means any certificate evidencing Securities.


“Closing Date” has
the meaning set forth in the Placement Agreement.


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


“Common Securities”
has the meaning set forth in paragraph 1(b) of Annex I.


“Common Security
Certificate” means a definitive Certificate in fully registered form
representing a Common Security substantially in the form of Exhibit A-2.


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


“Corporate Trust
Office” means the office of the Institutional Trustee at which the
corporate trust business of the Institutional Trustee shall, at any particular
time, be principally administered, which office at the date of execution of
this Declaration is located at Rodney Square North, 1100 North Market Street,
Wilmington, Delaware  19890-1600, Attn:
Corporate Trust Administration.


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


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


“Creditor” has the
meaning set forth in Section 3.3.


“Debenture Issuer”
means First Regional Bancorp, a California corporation, in its capacity as
issuer of the Debentures under the Indenture.


“Debenture Trustee”
means Wilmington Trust Company, as trustee under the Indenture until a
successor is appointed thereunder, and thereafter means such successor trustee.


“Debentures” means
the Floating Rate Junior Subordinated Deferrable Interest Debentures due 2037
to be issued by the Debenture Issuer under the Indenture.


“Defaulted Interest”
has the meaning set forth in the Indenture.


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


“Delaware Trustee”
has the meaning set forth in Section 4.2.


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



 3
 









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


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


“Direct Action”
has the meaning set forth in Section 2.8(d).


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


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


“Distribution Period”
means (i) with respect to the Distribution paid on the first Distribution
Payment Date, the period beginning on (and including) the date of original
issuance and ending on (but excluding) the Distribution Payment Date in
December 2007 and (ii) thereafter, with respect to a Distribution paid on
each successive Distribution Payment Date, the period beginning on (and
including) the preceding Distribution Payment Date and ending on (but
excluding) such current Distribution Payment Date.


“Distribution Rate”
means, for the Distribution Period beginning on (and including) the date of
original issuance and ending on (but excluding) the Distribution Payment Date
in December 2007, the rate per annum of 8.35%, and for each Distribution Period
beginning on or after the Distribution Payment Date in December 2007, the
Coupon Rate for such Distribution Period.


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


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


(a)           the occurrence of an
Indenture Event of Default; or


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


(c)           default in the
performance, or breach, in any material respect, of any covenant or warranty of
the Institutional Trustee in this Declaration (other than those specified in
clause (a) or (b) above) and continuation of such default or breach for a
period of 60 days after there has been given, by registered or certified
mail to the Institutional Trustee and to the Sponsor by the Holders of at least
25% in aggregate liquidation amount of the outstanding Capital Securities, a
written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or


(d)           the occurrence of a
Bankruptcy Event with respect to the Institutional Trustee if a successor
Institutional Trustee has not been appointed within 90 days thereof.


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


“Extension Period”
has the meaning set forth in paragraph 2(b) of Annex I.



 4
 









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


“Fiduciary Indemnified
Person” shall mean each of the Institutional Trustee (including in its
individual capacity), the Delaware Trustee (including in its individual
capacity), any Affiliate of the Institutional Trustee or Delaware Trustee and
any officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Institutional Trustee or
Delaware Trustee.


“Fiscal Year” has
the meaning set forth in Section 10.1.


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


“Guarantee” means
the guarantee agreement to be dated as of the Closing Date, of the Sponsor in
respect of the Capital Securities.


“Holder” means a
Person in whose name a Certificate representing a Security is registered, such
Person being a beneficial owner within the meaning of the Statutory Trust Act.


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


“Indenture” means
the Indenture dated as of the Closing Date, between the Debenture Issuer and
the Debenture Trustee, and any indenture supplemental thereto pursuant to which
the Debentures are to be issued, as such Indenture and any supplemental
indenture may be amended, supplemented or otherwise modified from time to time.


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


“Institutional Trustee”
means the Trustee meeting the eligibility requirements set forth in Section
4.3.


“Interest” means
any interest due on the Debentures including any Additional Interest and
Defaulted Interest.


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


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


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


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


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


“Majority in
liquidation amount of the Securities” means Holder(s) of outstanding
Securities voting together as a single class or, as the context may require,
Holders of outstanding Capital Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of more than
50% of the aggregate liquidation amount (including the stated amount that would
be paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.



 5
 









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


“Officers’
Certificates” means, with respect to any Person, a certificate signed by
two Authorized Officers of such Person. 
Any Officers’ Certificate delivered with respect to compliance with a
condition or covenant providing for it in this Declaration shall include:


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


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


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


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


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


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


“Paying Agent” has
the meaning specified in Section 6.2.


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


“Placement Agreement”
means the Placement Agreement relating to the offering and sale of Capital
Securities in the form of Exhibit C.


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


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


“QIB” means a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act.


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


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


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


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


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


“Relevant Trustee”
has the meaning set forth in Section 4.5(a).



 6
 









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


“Restricted Securities
Legend” has the meaning set forth in Section 8.2(b).


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


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


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


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


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


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


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


“Sponsor” means
First Regional Bancorp, a California corporation, or any successor entity in a
merger, consolidation or amalgamation, in its capacity as sponsor of the Trust.


“Statutory Trust Act”
means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq. as may be amended from time to time.


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


“Successor Delaware
Trustee” has the meaning set forth in Section 4.5(e).


“Successor
Institutional Trustee” has the meaning set forth in Section 4.5(b).


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


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


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


“10% in liquidation
amount of the Securities” means Holder(s) of outstanding Securities voting
together as a single class or, as the context may require, Holders of
outstanding Capital Securities or Holders of outstanding Common Securities
voting separately as a class, who are the record owners of 10% or more of the
aggregate liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.


“3-Month LIBOR”
has the meaning set forth in paragraph 4(a) of Annex I.


“Transfer Agent”
has the meaning set forth in Section 6.2.



 7
 









“Treasury Regulations”
means the income tax regulations, including temporary and proposed regulations,
promulgated under the Code by the United States Treasury, as such regulations
may be amended from time to time (including corresponding provisions of
succeeding regulations).


“Trust Property”
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 the
foregoing and any other property and assets for the time being held or deemed
to be held by the Institutional Trustee pursuant to the trusts of this
Declaration.


“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 terms hereof, and all
other Persons who may from time to time be duly appointed, qualified and
serving as Trustees in accordance with the provisions hereof, and references
herein to a Trustee or the Trustees shall refer to such Person or Persons
solely in their capacity as trustees hereunder.


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


ARTICLE
II


ORGANIZATION


Section 2.1.           Name.  The Trust is named “First Regional Statutory
Trust VIII,” as such name may be modified from time to time by the
Administrators following written notice to the Holders of the Securities.  The Trust’s activities may be conducted under
the name of the Trust or any other name deemed advisable by the Administrators.


Section 2.2.           Office.  The address of the principal office of the
Trust is c/o Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 
19890-1600.  On at least 10 Business
Days written notice to the Holders of the Securities, the Administrators may
designate another principal office, which shall be in a state of the United
States or in the District of Columbia.


Section 2.3.           Purpose.  The exclusive purposes and functions of the
Trust are (a) to issue and sell the Securities representing undivided
beneficial interests in the assets of the Trust, (b) to invest the gross
proceeds from such sale to acquire the Debentures, (c) to facilitate
direct investment in the assets of the Trust through issuance of the Common
Securities and the Capital Securities and (d) except as otherwise limited
herein, to engage in only those other activities necessary or incidental
thereto.  The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, pledge any of
its assets, or otherwise undertake (or permit to be undertaken) any activity
that would cause the Trust not to be classified for United States federal
income tax purposes as a grantor trust.


Section 2.4.           Authority.  Except as specifically provided in this
Declaration, the Institutional Trustee shall have exclusive and complete
authority to carry out the purposes of the Trust.  An action taken by a Trustee in accordance
with its powers shall constitute the act of and serve to bind the Trust.  In dealing with the Trustees acting on behalf
of the Trust, no Person shall be required to inquire into the authority of the
Trustees to bind the Trust.  Persons
dealing with the Trust are entitled to rely conclusively on the power and authority
of the Trustees as set forth in this Declaration.  The Administrators shall have only those
ministerial duties set forth herein with respect to accomplishing the purposes
of the Trust and are not intended to be trustees or fiduciaries with respect to
the Trust or the Holders.  The
Institutional Trustee shall have the right, but shall not be obligated except
as provided in Section 2.6, to perform those duties assigned to the
Administrators.



 8
 









Section 2.5.           Title to Property of
the Trust.  Except as provided in
Section 2.8 with respect to the Debentures and the Property Account or as
otherwise provided in this Declaration, legal title to all assets of the Trust
shall be vested in the Trust.  The
Holders shall not have legal title to any part of the assets of the Trust, but
shall have an undivided beneficial interest in the assets of the Trust.


Section 2.6.           Powers and Duties of
the Trustees and the Administrators.


(a)           The Trustees and the Administrators shall
conduct the affairs of the Trust in accordance with the terms of this
Declaration.  Subject to the limitations
set forth in paragraph (b) of this Section, and in accordance with the
following provisions (i) and (ii), the Trustees and the Administrators
shall have the authority to enter into all transactions and agreements
determined by the Institutional Trustee to be appropriate in exercising the
authority, express or implied, otherwise granted to the Trustees or the
Administrators, as the case may be, under this Declaration, and to perform all
acts in furtherance thereof, including without limitation, the following:


(i)            Each
Administrator shall have the power and authority to act on behalf of the Trust
with respect to the following matters:


(A)          the
issuance and sale of the Securities;


(B)           to cause
the Trust to enter into, and to execute and deliver on behalf of the Trust,
such agreements as may be necessary or desirable in connection with the
purposes and function of the Trust, including agreements with the Paying Agent;


(C)           ensuring
compliance with the Securities Act, applicable state securities or blue sky
laws;


(D)          the
sending of notices (other than notices of default), and other information
regarding the Securities and the Debentures to the Holders in accordance with
this Declaration;


(E)           the
consent to the appointment of a Paying Agent, Transfer Agent and Registrar in
accordance with this Declaration, which consent shall not be unreasonably
withheld or delayed;


(F)           execution
and delivery of the Securities in accordance with this Declaration;


(G)           execution
and delivery of closing certificates pursuant to the Placement Agreement and
the application for a taxpayer identification number;


(H)          unless
otherwise determined by the Holders of a Majority in liquidation amount of the
Securities or as otherwise required by the Statutory Trust Act, to execute on
behalf of the Trust (either acting alone or together with any or all of the
Administrators) any documents that the Administrators have the power to execute
pursuant to this Declaration;


(I)            the
taking of any action incidental to the foregoing as the Institutional Trustee
may from time to time determine is necessary or advisable to give effect to the
terms of this Declaration for the benefit of the Holders (without consideration
of the effect of any such action on any particular Holder);



 9
 









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


(K)          to duly
prepare and file all applicable tax returns and tax information reports that
are required to be filed with respect to the Trust on behalf of the Trust.


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


(A)          the
establishment of the Property Account;


(B)           the
receipt of the Debentures;


(C)           the
collection of interest, principal and any other payments made in respect of the
Debentures in the Property Account;


(D)          the
distribution through the Paying Agent 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 and other information regarding the Securities
and the Debentures to the Holders in accordance with this Declaration;


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


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


(I)            after
any Event of Default (provided that such Event of Default is not by or
with respect to the Institutional Trustee) the taking of any action incidental
to the foregoing as the Institutional Trustee may from time to time determine
is necessary or advisable to give effect to the terms of this Declaration and
protect and conserve the Trust Property for the benefit of the Holders (without
consideration of the effect of any such action on any particular Holder); and


(J)            to take
all action that may be necessary for the preservation and the continuation of
the Trust’s valid existence, rights, franchises and privileges as a statutory
trust under the laws of the State of Delaware.


(iii)          The
Institutional Trustee shall have the power and authority to act on behalf of
the Trust with respect to any of the duties, liabilities, powers or the
authority of the Administrators set forth in Section 2.6(a)(i)(D), (E) and
(F) herein but shall not have a duty to do any such act unless specifically
requested to do so in writing by the Sponsor, and shall then be fully protected
in acting pursuant to such written request; and in the event of a conflict
between 



 10
 









the action of the Administrators and the action of the
Institutional Trustee, the action of the Institutional Trustee shall prevail.


(b)           So long as this
Declaration remains in effect, the Trust (or the Trustees or Administrators
acting on behalf of the Trust) shall not undertake any business, activities or
transaction except as expressly provided herein or contemplated hereby. In
particular, neither the Trustees nor the Administrators may cause the Trust to
(i) acquire any investments or engage in any activities not authorized by
this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge,
set-off or otherwise dispose of any of the Trust Property or interests therein,
including to Holders, except as expressly provided herein, (iii) take any
action that would reasonably be expected (x) to cause the Trust to fail or
cease to qualify as a “grantor trust” for United States federal income tax
purposes or (y) to require the trust to register as an Investment Company under
the Investment Company Act, (iv) incur any indebtedness for borrowed money
or issue any other debt or (v) take or consent to any action that would
result in the placement of a lien on any of the Trust Property.  The Institutional Trustee shall, at the sole
cost and expense of the Trust, defend all claims and demands of all Persons at
any time claiming any lien on any of the Trust Property adverse to the interest
of the Trust or the Holders in their capacity as Holders.


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


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


(ii)           the
determination of the States in which to take appropriate action to qualify or
register for sale all or part of the Capital Securities and the determination
of any and all such acts, other than actions which must be taken by or on
behalf of the Trust, and the advice to the Administrators of actions they must
take on behalf of the Trust, and the preparation for execution and filing of
any documents to be executed and filed by the Trust or on behalf of the Trust,
as the Sponsor deems necessary or advisable in order to comply with the
applicable laws of any such States in connection with the sale of the Capital
Securities;


(iii)          the
negotiation of the terms of, and the execution and delivery of, the Placement
Agreement providing for the sale of the Capital Securities; and


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


(d)           Notwithstanding
anything herein to the contrary, the Administrators and the Holders of a
Majority in liquidation amount of the Common Securities are authorized and
directed to conduct the affairs of the Trust and to operate the Trust so that
the Trust will not (i) be deemed to be an Investment Company required to be
registered under the Investment Company Act, and (ii) fail to be
classified as a “grantor trust” for United States federal income tax
purposes.  The Administrators and the
Holders of a Majority in liquidation amount of the Common Securities shall not
take any action inconsistent with the treatment of the Debentures as
indebtedness of the Debenture Issuer for United States federal income tax
purposes.  In this connection, the Administrators
and the Holders of a Majority in liquidation amount of the Common Securities
are authorized to take any action, not inconsistent with applicable laws, the
Certificate of Trust or this Declaration, as amended from time to time, that
each of the Administrators and the Holders of a Majority in liquidation amount
of the Common Securities determines in their discretion to be necessary or
desirable for such purposes.



 11
 









(e)           All expenses incurred
by the Administrators or the Trustees pursuant to this Section 2.6 shall be
reimbursed by the Sponsor, and the Trustees and the Administrators shall have
no obligations with respect to such expenses (for purposes of clarification,
this Section 2.6(e) does not contemplate the payment by the Sponsor of
acceptance or annual administration fees owing to the Trustees under this
Declaration or the fees and expenses of the Trustees’ counsel in connection
with the closing of the transactions contemplated by this Declaration).


(f)            The assets of the
Trust shall consist of the Trust Property.


(g)           Legal title to all Trust
Property shall be vested at all times in the Institutional Trustee (in its
capacity as such) and shall be held and administered by the Institutional
Trustee and the Administrators for the benefit of the Trust in accordance with
this Declaration.


(h)           If the Institutional
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Declaration and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Institutional
Trustee or to such Holder, then and in every such case the Sponsor, the
Institutional Trustee and the Holders shall, subject to any determination in
such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the
Institutional Trustee and the Holders shall continue as though no such
proceeding had been instituted.


Section 2.7.           Prohibition of
Actions by the Trust and the Institutional Trustee.


(a)           The Trust shall not,
and the Institutional Trustee shall cause the Trust not to, engage in any
activity other than as required or authorized by this Declaration.  In particular, the Trust shall not and the
Institutional Trustee shall cause the Trust not to:


(i)            invest
any proceeds received by the Trust from holding the Debentures, but shall
distribute all such proceeds to Holders of the Securities pursuant to the terms
of this Declaration and of the Securities;


(ii)           acquire
any assets other than as expressly provided herein;


(iii)          possess
Trust Property for other than a Trust purpose;


(iv)          make any
loans or incur any indebtedness other than loans represented by the Debentures;


(v)           possess
any power or otherwise act in such a way as to vary the Trust assets or the
terms of the Securities in any way whatsoever other than as expressly provided
herein;


(vi)          issue any
securities or other evidences of beneficial ownership of, or beneficial
interest in, the Trust other than the Securities;


(vii)         carry
on any “trade or business” as that phrase is used in the Code; or


(viii)        other
than as provided in this Declaration (including Annex I), (A) direct
the time, method and place of exercising any trust or power conferred upon the
Debenture Trustee with respect to the Debentures, (B) waive any past
default that is waivable under the Indenture, (C) exercise any right to
rescind or annul any declaration that the principal of all the Debentures shall
be due and payable, or (D) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required unless the Trust shall have 



 12
 









received a written opinion of counsel to the effect
that such modification will not cause the Trust to cease to be classified as a “grantor
trust” for United States federal income tax purposes.


Section 2.8.           Powers and Duties of
the Institutional Trustee.


(a)           The legal title to the
Debentures shall be owned by and held of record in the name of the
Institutional Trustee in trust for the benefit of the Trust and the Holders of
the Securities.  The right, title and
interest of the Institutional Trustee to the Debentures shall vest
automatically in each Person who may hereafter be appointed as Institutional
Trustee in accordance with Section 4.5. 
Such vesting and cessation of title shall be effective whether or not
conveyancing documents with regard to the Debentures have been executed and
delivered.


(b)           The Institutional
Trustee shall not transfer its right, title and interest in the Debentures to
the Administrators or to the Delaware Trustee.


(c)           The Institutional
Trustee shall:


(i)            establish
and maintain a segregated non-interest bearing trust account (the “Property
Account”) in the name of and under the exclusive control of the
Institutional Trustee, and maintained in the Institutional Trustee’s trust
department, on behalf of the Holders of the Securities and, upon the receipt of
payments of funds made in respect of the Debentures held by the Institutional
Trustee, deposit such funds into the Property Account and make payments, or
cause the Paying Agent to make payments, to the Holders of the Capital
Securities and Holders of the Common Securities from the Property Account in
accordance with Section 5.1.  Funds in
the Property Account shall be held uninvested until disbursed in accordance
with this Declaration;


(ii)           engage in
such ministerial activities as shall be necessary or appropriate to effect the
redemption of the Capital Securities and the Common Securities to the extent
the Debentures are redeemed or mature; and


(iii)          upon
written notice of distribution issued by the Administrators in accordance with
the terms of the Securities, engage in such ministerial activities as shall be
necessary or appropriate to effect the distribution of the Debentures to
Holders of Securities upon the occurrence of certain circumstances pursuant to
the terms of the Securities.


(d)           The Institutional
Trustee may bring or defend, pay, collect, compromise, arbitrate, resort to
legal action with respect to, or otherwise adjust claims or demands of or
against, the Trust which arises out of or in connection with an Event of
Default of which a Responsible Officer of the Institutional Trustee has actual
knowledge or arises out of the Institutional Trustee’s duties and obligations
under this Declaration; provided, however, that if an Event of
Default has occurred and is continuing and such event is attributable to the
failure of the Debenture Issuer to pay interest or principal on the Debentures
on the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), then a Holder of the Capital Securities
may directly institute a proceeding for enforcement of payment to such Holder
of the principal of or interest on the Debentures having a principal amount
equal to the aggregate liquidation amount of the Capital Securities of such
Holder (a “Direct Action”) on or after the respective due date specified
in the Debentures.  In connection with
such Direct Action, the rights of the Holders of the Common Securities will be
subrogated to the rights of such Holder of the Capital Securities to the extent
of any payment made by the Debenture Issuer to such Holder of the Capital
Securities in such Direct Action; provided, however, that no
Holder of the Common Securities may exercise such right of subrogation so long
as an Event of Default with respect to the Capital Securities has occurred and
is continuing.



 13
 









(e)           The Institutional
Trustee shall continue to serve as a Trustee until either:


(i)            the
Trust has been completely liquidated and the proceeds of the liquidation
distributed to the Holders of the Securities pursuant to the terms of the
Securities and this Declaration; or


(ii)           a
Successor Institutional Trustee has been appointed and has accepted that
appointment in accordance with Section 4.5.


(f)            The Institutional
Trustee shall have the legal power to exercise all of the rights, powers and
privileges of a Holder of the Debentures under the Indenture and, if an Event
of Default occurs and is continuing, the Institutional Trustee may, for the
benefit of Holders of the Securities, enforce its rights as holder of the
Debentures subject to the rights of the Holders pursuant to this Declaration
(including Annex I) and the terms of the Securities.


The Institutional Trustee
must exercise the powers set forth in this Section 2.8 in a manner that is
consistent 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 inconsistent
with the purposes and functions of the Trust set out in Section 2.3.


Section 2.9.           Certain Duties and
Responsibilities of the Trustees and Administrators.


(a)           The Institutional
Trustee, before the occurrence of any Event of Default and after the curing or
waiving of all such Events of Default that may have occurred, shall undertake
to perform only such duties as are specifically set forth in this Declaration
and no implied covenants shall be read into this Declaration against the
Institutional Trustee.  In case an Event
of Default has occurred (that has not been cured or waived pursuant to
Section 6.9), the Institutional Trustee shall exercise such of the rights
and powers vested in it by this Declaration, and use the same degree of care
and skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of his or her own affairs.


(b)           The duties and
responsibilities of the Trustees and the Administrators shall be as provided by
this Declaration.  Notwithstanding the
foregoing, no provision of this Declaration shall require any Trustee or
Administrator to expend or risk their own funds or otherwise incur any
financial liability in the performance of any of their duties hereunder, or in
the exercise of any of their rights or powers if it shall have reasonable
grounds to believe that repayment of such funds or adequate protection against
such risk of liability is not reasonably assured to it.  Whether or not therein expressly so provided,
every provision of this Declaration relating to the conduct or affecting the
liability of or affording protection to the Trustees or Administrators shall be
subject to the provisions of this Article. 
Nothing in this Declaration shall be construed to relieve an
Administrator or a Trustee from liability for its own negligent act, its own
negligent failure to act, or its own willful misconduct.  To the extent that, at law or in equity, a
Trustee or an Administrator has duties and liabilities relating to the Trust or
to the Holders, such Trustee or such Administrator shall not be liable to the
Trust or to any Holder for such Trustee’s or such Administrator’s good faith
reliance on the provisions of this Declaration. 
The provisions of this Declaration, to the extent that they restrict the
duties and liabilities of the Administrators or the Trustee otherwise existing
at law or in equity, are agreed by the Sponsor and the Holders to replace such
other duties and liabilities of the Administrators or the Trustees.


(c)           All payments made by
the Institutional Trustee or a Paying Agent in respect of the Securities shall
be made only from the revenue and proceeds from the Trust Property and only to
the extent that there shall be sufficient revenue or proceeds from the Trust
Property to enable the Institutional Trustee or a Paying Agent to make payments
in accordance with the terms hereof. 
Each Holder, by its acceptance of a Security, agrees that it will look
solely to the revenue and proceeds from the Trust 



 14
 









Property to the extent
legally available for distribution to it as herein provided and that the Trustees
and the Administrators are not personally liable to it for any amount
distributable in respect of any Security or for any other liability in respect
of any Security.  This Section 2.9(c)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Declaration.


(d)           The Institutional
Trustee shall not be liable for its own acts or omissions hereunder except as a
result of its own negligent action, its own negligent failure to act, or its
own willful misconduct, except that:


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


(ii)           the
Institutional Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a Majority in liquidation amount of the Capital
Securities or the Common Securities, as applicable, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under this Declaration;


(iii)          the
Institutional Trustee’s sole duty with respect to the custody, safekeeping and
physical preservation of the Debentures and the Property Account shall be to
deal with such property in a similar manner as the Institutional Trustee deals
with similar property for its fiduciary accounts generally, subject to the
protections and limitations on liability afforded to the Institutional Trustee
under this Declaration;


(iv)          the
Institutional Trustee shall not be liable for any interest on any money
received by it except as it may otherwise agree in writing with the Sponsor;
and money held by the Institutional Trustee need not be segregated from other
funds held by it except in relation to the Property Account maintained by the
Institutional Trustee pursuant to Section 2.8(c)(i) and except to the extent
otherwise required by law; and


(v)           the
Institutional Trustee shall not be responsible for monitoring the compliance by
the Administrators or the Sponsor with their respective duties under this
Declaration, nor shall the Institutional Trustee be liable for any default or
misconduct of the Administrators or the Sponsor.


Section 2.10.        Certain Rights of
Institutional Trustee.  Subject
to the provisions of Section 2.9:


(a)           the Institutional
Trustee may conclusively rely and shall fully be protected in acting or
refraining from acting in good faith upon any resolution, opinion of counsel,
certificate, written representation of a Holder or transferee, certificate of
auditors 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 be
genuine and to have been signed, sent or presented by the proper party or
parties;


(b)           if (i) in
performing its duties under this Declaration, the Institutional Trustee is
required to decide between alternative courses of action, (ii) in
construing any of the provisions of this Declaration, the Institutional Trustee
finds the same ambiguous or inconsistent with any other provisions contained
herein, or (iii) the Institutional Trustee is unsure of the application of
any provision of this Declaration, then, except as to any matter as to which
the Holders of Capital Securities are entitled to vote under the 



 15
 









terms of this
Declaration, the Institutional Trustee may deliver a notice to the Sponsor
requesting the Sponsor’s written instructions as to the course of action to be
taken and the Institutional Trustee shall take such action, or refrain from
taking such action, as the Institutional Trustee shall be instructed in
writing, in which event the Institutional Trustee shall have no liability
except for its own negligence or willful misconduct;


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


(d)           whenever in the
administration of this Declaration, the Institutional Trustee shall deem it
desirable that a matter be proved or established before undertaking, suffering
or omitting any action hereunder, the Institutional Trustee (unless other
evidence is herein specifically prescribed) may request and conclusively rely
upon an Officers’ Certificate as to factual matters which, upon receipt of such
request, shall be promptly delivered by the Sponsor or the Administrators;


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


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


(g)           the Institutional
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Declaration at the request or direction of any of the
Holders pursuant to this Declaration, unless such Holders shall have offered to
the Institutional Trustee security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which might be incurred by it in
compliance with such request or direction; provided, that nothing
contained in this Section 2.10(g) shall be taken to relieve the Institutional
Trustee, subject to Section 2.9(b), upon the occurrence of an Event of Default
(that has not been cured or waived pursuant to Section 6.9), to exercise
such of the rights and powers vested in it by this Declaration, and use the
same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs;


(h)           the Institutional
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, debenture, note or other
evidence of indebtedness or other paper or document, unless requested in
writing to do so by one or more Holders, but the Institutional Trustee may make
such further inquiry or investigation into such facts or matters as it may see
fit;


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


(j)            whenever in the
administration of this Declaration the Institutional Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
or taking any other action hereunder the Institutional Trustee (i) may
request instructions from the Holders of the Capital Securities which
instructions may only be given by the Holders of the same proportion in liquidation
amount of the Capital Securities as would be entitled to direct the
Institutional Trustee under the terms of the Capital



 16















Securities in respect of
such remedy, right or action, (ii) may refrain from enforcing such remedy
or right or taking such other action until such instructions are received, and
(iii) shall be fully protected in acting in accordance with such instructions;


(k)           except as otherwise
expressly provided in this Declaration, the Institutional Trustee shall not be
under any obligation to take any action that is discretionary under the
provisions of this Declaration;


(l)            when the Institutional
Trustee incurs expenses or renders services in connection with a Bankruptcy
Event, such expenses (including the fees and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors rights
generally;


(m)          the Institutional
Trustee shall not be charged with knowledge of an Event of Default unless a
Responsible Officer of the Institutional Trustee obtains actual knowledge of
such event or the Institutional Trustee receives written notice of such event
from any Holder, the Sponsor or the Debenture Trustee;


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


(o)           no provision of this
Declaration shall be deemed to impose any duty or obligation on the
Institutional Trustee to perform any act or acts or exercise any right, power,
duty or obligation conferred or imposed on it, in any jurisdiction in which it
shall be illegal, or in which the Institutional Trustee shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.  No permissive power or authority available to
the Institutional Trustee shall be construed to be a duty.


Section 2.11.        Delaware Trustee.  Notwithstanding
any other provision of this Declaration other than Section 4.1, the Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities of any of the Trustees or
the Administrators described in this Declaration (except as may be required
under the Statutory Trust Act).  Except
as set forth in Section 4.1, the Delaware Trustee shall be a Trustee for the
sole and limited purpose of fulfilling the requirements of § 3807 of the
Statutory Trust Act.


Section 2.12.        Execution of Documents.  Unless otherwise determined in writing by the
Institutional Trustee, and except as otherwise required by the Statutory Trust
Act, the Institutional Trustee, or any one or more of the Administrators, as
the case may be, is authorized to execute on behalf of the Trust any documents
that the Trustees or the Administrators, as the case may be, have the power and
authority to execute pursuant to Section 2.6.


Section 2.13.        Not Responsible for
Recitals or Issuance of Securities. 
The recitals contained in this Declaration and the Securities shall be
taken as the statements of the Sponsor, and the Trustees do not assume any
responsibility for their correctness. 
The Trustees make no representations as to the value or condition of the
property of the Trust or any part thereof. 
The Trustees make no representations as to the validity or sufficiency
of this Declaration, the Debentures or the Securities.



 17
 









Section 2.14.        Duration of Trust.  The Trust, unless earlier dissolved pursuant
to the provisions of Article VII hereof, shall be in existence for 35
years from the Closing Date.


Section 2.15.        Mergers.


(a)           The Trust may not consolidate, amalgamate,
merge with or into, or be replaced by, or convey, transfer or lease its
properties and assets substantially as an entirety to any corporation or other
body, except as described in Section 2.15(b) and (c) and except in connection
with the liquidation of the Trust and the distribution of the Debentures to
Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or
Section 4 of Annex I.


(b)           The Trust may, with the
consent of the Institutional Trustee and without the consent of the Holders of
the Capital Securities, consolidate, amalgamate, merge with or into, or be
replaced by a trust organized as such under the laws of any state; provided
that:


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


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


(B)           substitutes
for the Securities other securities having substantially the same terms as the
Securities (the “Successor Securities”) so that the Successor Securities
rank the same as the Securities rank with respect to Distributions and payments
upon Liquidation, redemption and otherwise;


(ii)           the
Sponsor expressly appoints a trustee of the Successor Entity that possesses
substantially the same powers and duties as the Institutional Trustee as the
Holder of the Debentures;


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


(iv)          the
Institutional Trustee receives written confirmation from Moody’s Investor
Services, Inc. and any other nationally recognized statistical rating
organization that rates securities issued by the initial purchaser of the
Capital Securities that it will not reduce or withdraw the rating of any such
securities because of such merger, conversion, consolidation, amalgamation or
replacement;


(v)           such
Successor Entity has a purpose substantially identical to that of the Trust;


(vi)          prior to
such merger, consolidation, amalgamation or replacement, the Trust has received
an opinion of a nationally recognized independent counsel to the Trust
experienced in such matters to the effect that:


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


(B)           following
such merger, consolidation, amalgamation or replacement, neither the Trust nor
the Successor Entity will be required to register as an Investment Company; and



 18
 









(C)           following
such merger, consolidation, amalgamation or replacement, the Trust (or the
Successor Entity) will continue to be classified as a “grantor trust” for
United States federal income tax purposes;


(vii)         the
Sponsor guarantees the obligations of such Successor Entity under the Successor
Securities at least to the extent provided by the Guarantee;


(viii)        the
Sponsor owns 100% of the common securities of any Successor Entity; and


(ix)           prior to
such merger, consolidation, amalgamation or replacement, the Institutional
Trustee shall have received an Officers’ Certificate of the Administrators and
an opinion of counsel, each to the effect that all conditions precedent under
this Section 2.15(b) to such transaction have been satisfied.


(c)           Notwithstanding Section
2.15(b), the Trust shall not, except with the consent of Holders of 100% in
aggregate liquidation amount of the Securities, consolidate, amalgamate, merge
with or into, or be replaced by any other entity or permit any other entity to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger or replacement would cause the Trust or
Successor Entity to be classified as other than a grantor trust for United
States federal income tax purposes.


ARTICLE
III


SPONSOR


Section 3.1.           Sponsor’s Purchase
of Common Securities.  On the
Closing Date, the Sponsor will purchase all of the Common Securities issued by
the Trust in an amount at least equal to 3% of the capital of the Trust, at the
same time as the Capital Securities are sold.


Section 3.2.           Responsibilities of
the Sponsor.  In connection with
the issue and sale of the Capital Securities, the Sponsor shall have the
exclusive right and responsibility to engage in, or direct the Administrators
to engage in, the following activities:


(a)           to determine the States
in which to take appropriate action to qualify the Trust or to qualify or
register for sale all or part of the Capital Securities and to do any and all
such acts, other than actions which must be taken by the Trust, and advise the
Trust of actions it must take, and prepare for execution and filing any
documents to be executed and filed by the Trust, as the Sponsor deems necessary
or advisable in order to comply with the applicable laws of any such States, to
protect the limited liability of the Holders of the Capital Securities or to
enable the Trust to effect the purposes for which it was created; and


(b)           to negotiate the terms
of and/or execute on behalf of the Trust, the Placement Agreement and other
related agreements providing for the sale of the Capital Securities.


Section 3.3.           Expenses.  In connection with the offering, sale and
issuance of the Debentures to the Trust and in connection with the sale of the
Securities by the Trust, the Sponsor, in its capacity as Debenture Issuer,
shall:


(a)           pay
all reasonable costs and expenses owing to the Debenture Trustee pursuant to
Section 6.6 of the Indenture;



 19
 









(b)           be
responsible for and shall pay all debts and obligations (other than with
respect to the Securities) and all costs and expenses of the Trust, the
offering, sale and issuance of the Securities (including fees to the placement
agents in connection therewith), the costs and expenses (including reasonable
counsel fees and expenses) of the Institutional Trustee and the Administrators,
the costs and expenses relating to the operation of the Trust, including,
without limitation, costs and expenses of accountants, attorneys, statistical
or bookkeeping services, expenses for printing and engraving and computing or
accounting equipment, Paying Agents, Registrars, Transfer Agents, duplicating,
travel and telephone and other telecommunications expenses and costs and
expenses incurred in connection with the acquisition, financing, and
disposition of Trust assets and the enforcement by the Institutional Trustee of
the rights of the Holders (for purposes of clarification, this Section 3.3(b)
does not contemplate the payment by the Sponsor of acceptance or annual
administration fees owing to the Trustees pursuant to the services to be
provided by the Trustees under this Declaration or the fees and expenses of the
Trustees’ counsel in connection with the closing of the transactions
contemplated by this Declaration); and


(c)           pay any and all taxes
(other than United States withholding taxes attributable to the Trust or its
assets) and all liabilities, costs and expenses with respect to such taxes of
the Trust.


The Sponsor’s obligations
under this Section 3.3 shall be for the benefit of, and shall be
enforceable by, any Person to whom such debts, obligations, costs, expenses and
taxes are owed (a “Creditor”) whether or not such Creditor has received
notice hereof.  Any such Creditor may
enforce the Sponsor’s obligations under this Section 3.3 directly against
the Sponsor and the Sponsor irrevocably waives any right or remedy to require
that any such Creditor take any action against the Trust or any other Person
before proceeding against the Sponsor. 
The Sponsor agrees to execute such additional agreements as may be
necessary or desirable in order to give full effect to the provisions of this
Section 3.3.


Section 3.4.           Right to Proceed.  The Sponsor acknowledges the rights of
Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.


ARTICLE
IV


INSTITUTIONAL
TRUSTEE AND ADMINISTRATORS


Section 4.1.           Number of Trustees.  The number of Trustees shall initially be
two, and;


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


(b)           after
the issuance of any Securities, the number of Trustees may be increased or
decreased by vote of the Holder of a Majority in liquidation amount of the
Common Securities voting as a class at a meeting of the Holder of the Common
Securities; provided, however, that there shall be a Delaware
Trustee if required by Section 4.2; and there shall always be one Trustee who
shall be the Institutional Trustee, and such Trustee may also serve as Delaware
Trustee if it meets the applicable requirements, in which case Section 2.11
shall have no application to such entity in its capacity as Institutional
Trustee.


Section 4.2.           Delaware Trustee;
Eligibility.


(a)           If required by the
Statutory Trust Act, one Trustee (the “Delaware Trustee”) shall be:


(i)            a
natural person at least 21 years of age who is a resident of the State of
Delaware; or



 20
 









(ii)           if not a
natural person, an entity which is organized under the laws of the United
States or any state thereof or the District of Columbia, has its principal
place of business in the State of Delaware, and otherwise meets the
requirements of applicable law, including § 3807 of the Statutory Trust Act.


(b)           The initial Delaware
Trustee shall be Wilmington Trust Company.


Section 4.3.           Institutional
Trustee; Eligibility.


(a)           There shall at all times
be one Trustee which shall:


(i)            not be
an Affiliate of the Sponsor;


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


(iii)          be
a banking corporation or trust company organized and doing business under the
laws of the United States of America or any state thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000.00), and subject to supervision or examination by Federal, state,
or District of Columbia authority.  If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the supervising or examining authority referred
to above, then for the purposes of this Section 4.3(a)(iii), the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published.


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


(c)           If the Institutional
Trustee has or shall acquire any “conflicting interest” within the meaning of
Section 310(b) of the Trust Indenture Act of 1939, as amended, the
Institutional Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to this Declaration.


(d)           The initial
Institutional Trustee shall be Wilmington Trust Company.


Section 4.4.           Administrators.  Each Administrator shall be a U.S. Person, 21
years of age or older and authorized to bind the Sponsor.  The initial Administrators shall be
Jack A. Sweeney, H. Anthony Gartshore and Thomas E.
McCullough.  There shall at all times be
at least one Administrator.  Except where
a requirement for action by a specific number of Administrators is expressly
set forth in this Declaration and except with respect to any action the taking
of which is the subject of a meeting of the Administrators, any action required
or permitted to be taken by the Administrators may be taken by, and any power
of the Administrators may be exercised by, or with the consent of, any one such
Administrator.


Section 4.5.           Appointment, Removal
and Resignation of Trustees and Administrators.


(a)           No resignation or
removal of any Trustee (the “Relevant Trustee”) and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of this Section 4.5.


(b)           Subject to Section
4.5(a), a Relevant Trustee may resign at any time by giving written notice
thereof to the Holders of the Securities and by appointing a successor Relevant
Trustee.  Upon the 



 21
 









resignation of the
Institutional Trustee, the Institutional Trustee shall appoint a successor by
requesting from at least three Persons meeting the eligibility requirements
their expenses and charges to serve as the successor Institutional Trustee on a
form provided by the Administrators, and selecting the Person who agrees to the
lowest expense and charges (the “Successor Institutional Trustee”).  If the instrument of acceptance by the
successor Relevant Trustee required by this Section 4.5 shall not have been
delivered to the Relevant Trustee within 60 days after the giving of such
notice of resignation or delivery of the instrument of removal, the Relevant
Trustee may petition, at the expense of the Trust, any federal, state or
District of Columbia court of competent jurisdiction for the appointment of a
successor Relevant Trustee.  Such court
may thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a Relevant Trustee. The Institutional Trustee shall have no liability
for the selection of such successor pursuant to this Section 4.5.


(c)           Unless an Event of
Default shall have occurred and be continuing, any Trustee may be removed at
any time by an act of the Holders of a Majority in liquidation amount of the
Common Securities.  If any Trustee shall
be so removed, the Holders of the Common Securities, by act of the Holders of a
Majority in liquidation amount of the Common Securities delivered to the Relevant
Trustee, shall promptly appoint a successor Relevant Trustee, and such
successor Trustee shall comply with the applicable requirements of this Section
4.5.  If an Event of Default shall have
occurred and be continuing, the Institutional Trustee or the Delaware Trustee,
or both of them, may be removed by the act of the Holders of a Majority in
liquidation amount of the Capital Securities, delivered to the Relevant Trustee
(in its individual capacity and on behalf of the Trust).  If any Trustee shall be so removed, the
Holders of Capital Securities, by act of the Holders of a Majority in
liquidation amount of the Capital Securities then outstanding delivered to the
Relevant Trustee, shall promptly appoint a successor Relevant Trustee or
Trustees, and such successor Trustee shall comply with the applicable
requirements of this Section 4.5.  If no
successor Relevant Trustee shall have been so appointed by the Holders of a
Majority in liquidation amount of the Capital Securities and accepted
appointment in the manner required by this Section 4.5 within 30 days after
delivery of an instrument of removal, the Relevant Trustee or any Holder who
has been a Holder of the Securities for at least six months may, on behalf of
himself and all others similarly situated, petition any federal, state or
District of Columbia court of competent jurisdiction for the appointment of a
successor Relevant Trustee.  Such court
may thereupon, after prescribing such notice, if any, as it may deem proper,
appoint a successor Relevant Trustee or Trustees.


(d)           The Institutional
Trustee shall give notice of each resignation and each removal of a Trustee and
each appointment of a successor Trustee to all Holders and to the Sponsor.  Each notice shall include the name of the
successor Relevant Trustee and the address of its Corporate Trust Office if it
is the Institutional Trustee.


(e)           Notwithstanding the
foregoing or any other provision of this Declaration, in the event a Delaware
Trustee who is a natural person dies or is adjudged by a court to have become
incompetent or incapacitated, the vacancy created by such death, incompetence
or incapacity may be filled by the Institutional Trustee following the
procedures in this Section 4.5 (with the successor being a Person who satisfies
the eligibility requirement for a Delaware Trustee set forth in this
Declaration) (the “Successor Delaware Trustee”).


(f)            In case of the
appointment hereunder of a successor Relevant Trustee, the retiring Relevant
Trustee and each successor Relevant Trustee with respect to the Securities
shall execute and deliver an amendment hereto wherein each successor Relevant
Trustee shall accept such appointment and which (a) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and
to vest in, each successor Relevant Trustee all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Securities and the
Trust and (b) shall add to or change any of the provisions of this
Declaration as shall be necessary to provide for or facilitate the administration
of the Trust by more 



 22
 









than one Relevant
Trustee, it being understood that nothing herein or in such amendment shall
constitute such Relevant Trustees co-trustees and upon the execution and
delivery of such amendment the resignation or removal of the retiring Relevant
Trustee shall become effective to the extent provided therein and each such
successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring
Relevant Trustee; but, on request of the Trust or any successor Relevant
Trustee, such retiring Relevant Trustee shall duly assign, transfer and deliver
to such successor Relevant Trustee all Trust Property, all proceeds thereof and
money held by such retiring Relevant Trustee hereunder with respect to the
Securities and the Trust subject to the payment of all unpaid fees, expenses
and indemnities of such retiring Relevant Trustee.


(g)           No Institutional
Trustee or Delaware Trustee shall be liable for the acts or omissions to act of
any Successor Institutional Trustee or Successor Delaware Trustee, as the case
may be.


(h)           The Holders of the
Capital Securities will have no right to vote to appoint, remove or replace the
Administrators, which voting rights are vested exclusively in the Holders of
the Common Securities.


(i)            Any successor Delaware
Trustee shall file an amendment to the Certificate of Trust with the Secretary
of State of the State of Delaware identifying the name and principal place of
business of such Delaware Trustee in the State of Delaware.


Section 4.6.           Vacancies Among
Trustees.  If a Trustee ceases to
hold office for any reason and the number of Trustees is not reduced pursuant
to Section 4.1, a vacancy shall occur.  A
resolution certifying the existence of such vacancy by the Trustees or, if
there are more than two, a majority of the Trustees, shall be conclusive
evidence of the existence of such vacancy. 
The vacancy shall be filled with a Trustee appointed in accordance with
Section 4.5.


Section 4.7.           Effect of Vacancies.  The death, resignation, retirement, removal,
bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the
duties of a Trustee shall not operate to dissolve, terminate or annul the Trust
or terminate this Declaration.  Whenever
a vacancy in the number of Trustees shall occur, until such vacancy is filled
by the appointment of a Trustee in accordance with Section 4.5, the
Institutional Trustee shall have all the powers granted to the Trustees and
shall discharge all the duties imposed upon the Trustees by this Declaration.


Section 4.8.           Meetings of the
Trustees and the Administrators. 
Meetings of the Administrators shall be held from time to time upon the
call of an Administrator.  Regular
meetings of the Administrators may be held in person in the United States or by
telephone, at a place (if applicable) and time fixed by resolution of the
Administrators.  Notice of any in-person
meetings of the Trustees with the Administrators or meetings of the
Administrators shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
48 hours before such meeting. 
Notice of any telephonic meetings of the Trustees with the
Administrators or meetings of the Administrators or any committee thereof shall
be hand delivered or otherwise delivered in writing (including by facsimile,
with a hard copy by overnight courier) not less than 24 hours before a
meeting.  Notices shall contain a brief
statement of the time, place and anticipated purposes of the meeting.  The presence (whether in person or by
telephone) of a Trustee or an Administrator, as the case may be, at a meeting
shall constitute a waiver of notice of such meeting except where the Trustee or
an Administrator, as the case may be, attends a meeting for the express purpose
of objecting to the transaction of any activity on the grounds that the meeting
has not been lawfully called or convened. 
Unless provided otherwise in this Declaration, any action of the Trustees
or the Administrators, as the case may be, may be taken at a meeting by vote of
a majority of the Trustees or the Administrators present (whether in person or
by telephone) and eligible to vote with respect to such matter, provided that a
Quorum is present, or without a meeting by the unanimous written consent of the
Trustees or the Administrators.  Meetings
of 



 23
 









the Trustees
and the Administrators together shall be held from time to time upon the call
of any Trustee or an Administrator.


Section 4.9.           Delegation of Power.


(a)           Any Administrator may,
by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 that is a U.S. Person his or her power for
the purpose of executing any documents contemplated in Section 2.6; and


(b)           the Administrators
shall have power to delegate from time to time to such of their number the
doing of such things and the execution of such instruments either in the name
of the Trust or the names of the Administrators or otherwise as the
Administrators may deem expedient, to the extent such delegation is not
prohibited by applicable law or contrary to the provisions of the Trust, as set
forth herein.


Section 4.10.        Conversion,
Consolidation or Succession to Business.  Any Person into which the Institutional
Trustee or the Delaware Trustee may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee shall
be a party, or any Person succeeding to all or substantially all the corporate
trust business of the Institutional Trustee or the Delaware Trustee shall be
the successor of the Institutional Trustee or the Delaware Trustee hereunder,
provided such Person shall be otherwise qualified and eligible under this
Article and, provided, further, that such Person shall file an
amendment to the Certificate of Trust with the Secretary of State of the State
of Delaware as contemplated in Section 4.5(i).


ARTICLE V


DISTRIBUTIONS


Section 5.1.           Distributions.  Holders shall receive Distributions in
accordance with the applicable terms of the relevant Holder’s Securities.
Distributions shall be made on the Capital Securities and the Common Securities
in accordance with the preferences set forth in their respective terms.  If and to the extent that the Debenture
Issuer makes a payment of Interest or any principal on the Debentures held by
the Institutional Trustee, the Institutional Trustee shall and is directed, to
the extent funds are available for that purpose, to make a distribution (a “Distribution”)
of such amounts to Holders.


ARTICLE
VI


ISSUANCE
OF SECURITIES


Section 6.1.           General Provisions
Regarding Securities.


(a)           The Administrators
shall, on behalf of the Trust, issue one series of capital securities
substantially in the form of Exhibit A-1 representing undivided beneficial
interests in the assets of the Trust having such terms as are set forth in
Annex I and one series of common securities representing undivided beneficial
interests in the assets of the Trust having such terms as are set forth in
Annex I.  The Trust shall issue no
securities or other interests in the assets of the Trust other than the Capital
Securities and the Common Securities. 
The Capital Securities rank pari passu to,
and payment thereon shall be made Pro Rata with, the Common Securities except
that, where an Event of Default has occurred and is continuing, the rights of
Holders of the Common Securities to payment in respect of Distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights to payment of the Holders of the Capital Securities as set forth in
Annex I.



 24
 









(b)           The Certificates shall
be signed on behalf of the Trust by one or more Administrators. Such signature
shall be the facsimile or manual signature of any Administrator.  In case any Administrator of the Trust who
shall have signed any of the Securities shall cease to be such Administrator
before the Certificates so signed shall be delivered by the Trust, such
Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Administrator, and any Certificate may
be signed on behalf of the Trust by such persons who, at the actual date of
execution of such Security, shall be an Administrator of the Trust, although at
the date of the execution and delivery of the Declaration any such person was
not such an Administrator.  A Capital
Security shall not be valid until authenticated by the facsimile or manual
signature of an Authorized Officer of the Institutional Trustee.  Such signature shall be conclusive evidence
that the Capital Security has been authenticated under this Declaration.  Upon written order of the Trust signed by one
Administrator, the Institutional Trustee shall authenticate the Capital
Securities for original issue.  The
Institutional Trustee may appoint an authenticating agent that is a U.S. Person
acceptable to the Trust to authenticate the Capital Securities.  A Common Security need not be so
authenticated.


(c)           The Capital Securities
issued to QIBs shall be, except as provided in Section 6.4, Book-Entry Capital
Securities issued in the form of one or more Global Capital Securities
registered in the name of the Depositary or its nominee and deposited with the
Depositary or a custodian for the Depositary for credit by the Depositary to
the respective accounts of the Depositary Participants thereof (or such other
accounts as they may direct).  The Capital
Securities issued to a Person other than a QIB shall be issued in the form of a
Definitive Capital Securities Certificate.


(d)           The consideration
received by the Trust for the issuance of the Securities shall constitute a
contribution to the capital of the Trust and shall not constitute a loan to the
Trust.


(e)           Upon issuance of the
Securities as provided in this Declaration, the Securities so issued shall be
deemed to be validly issued, fully paid and, except as provided in
Section 9.1(b) with respect to the Common Securities, non-assessable.


(f)            Every Person, by
virtue of 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 shall be bound by, this Declaration and the Guarantee.


Section 6.2.           Paying Agent,
Transfer Agent and Registrar.  The
Trust shall maintain in Wilmington, Delaware, an office or agency where the
Capital Securities may be presented for payment (“Paying Agent”), and an
office or agency where Securities may be presented for registration of transfer
or exchange (the “Transfer Agent”). 
The Trust shall keep or cause to be kept at such office or agency a
register for the purpose of registering Securities, transfers and exchanges of
Securities, such register to be held by a registrar (the “Registrar”).  The Administrators may appoint the Paying
Agent, the Registrar and the Transfer Agent and may appoint one or more
additional Paying Agents or one or more co-Registrars, or one or more
co-Transfer Agents in such other locations as it shall determine.  The term “Paying Agent” includes any
additional paying agent, the term “Registrar” includes any additional
registrar or co-Registrar and the term “Transfer Agent” includes any
additional transfer agent.  The
Administrators may change any Paying Agent, Transfer Agent or Registrar at any
time without prior notice to any Holder. 
The Administrators shall notify the Institutional Trustee of the name
and address of any Paying Agent, Transfer Agent and Registrar not a party to
this Declaration.  The Administrators
hereby initially appoint the Institutional Trustee to act as Paying Agent,
Transfer Agent and Registrar for the Capital Securities and the Common
Securities.  The Institutional Trustee or
any of its Affiliates in the United States may act as Paying Agent, Transfer
Agent or Registrar.


Section 6.3.           Form and Dating.  The Capital Securities and the Institutional
Trustee’s certificate of authentication thereon shall be substantially in the
form of Exhibit A-1, and the Common 



 25
 









Securities
shall be substantially in the form of Exhibit A-2, each of which is hereby
incorporated in 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 is
reasonably acceptable to the Administrators, as conclusively evidenced by their
execution thereof.  The Securities may
have letters, numbers, notations or other marks of identification or
designation and such legends or endorsements required 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 in a form acceptable to the
Sponsor).  The Trust at the direction of
the Sponsor shall furnish any such legend not contained in Exhibit A-1 to
the Institutional Trustee in writing. 
Each Capital Security shall be dated on or before the date of its
authentication.  The terms and provisions
of the Securities set forth in Annex I and the forms of Securities set forth in
Exhibits A-1 and A-2 are part of the terms of this Declaration and to the
extent applicable, the Institutional Trustee, the Delaware Trustee, the
Administrators and the Sponsor, by their execution and delivery of this
Declaration, expressly agree to such terms and provisions and to be bound thereby.  Capital Securities will be issued only in
blocks having a stated liquidation amount of not less than $100,000.00 and any
multiple of $1,000.00 in excess thereof.


The Capital Securities
are being offered and sold by the Trust pursuant to the Placement Agreement in
definitive, registered form without coupons and with the Restricted Securities
Legend.


Section 6.4.           Book-Entry Capital
Securities.


(a)           A Global Capital
Security may be exchanged, in whole or in part, for Definitive Capital
Securities Certificates registered in the names of Owners only if such exchange
complies with Article VIII and (i) the Depositary advises the Administrators
and the Institutional Trustee in writing that the Depositary is no longer
willing or able to properly discharge its responsibilities with respect to the
Global Capital Security, and no qualified successor is appointed by the
Administrators within ninety (90) days of receipt of such notice, (ii) the
Depositary ceases to be a clearing agency registered under the Exchange Act and
the Administrators fail to appoint a qualified successor within ninety (90)
days of obtaining knowledge of such event, (iii) the Administrators at their
option advise the Institutional Trustee in writing that the Trust elects to
terminate the book-entry system through the Depositary, or (iv) an Indenture
Event of Default has occurred and is continuing.  Upon the occurrence of any event specified in
clause (i), (ii), (iii) or (iv) above, the Administrators shall notify the
Depositary and instruct the Depositary to notify all Owners of Book-Entry
Capital Securities and the Institutional Trustee of the occurrence of such
event and of the availability of Definitive Capital Securities Certificates to
Owners of the Capital Securities requesting the same.  Upon the issuance of Definitive Capital
Securities Certificates, the Administrators and the Institutional Trustee shall
recognize the Holders of the Definitive Capital Securities Certificates as
Holders.  Notwithstanding the foregoing,
if an Owner of a beneficial interest in a Global Capital Security wishes at any
time to transfer an interest in such Global Capital Security to a Person other
than a QIB, such transfer shall be effected, subject to the Applicable
Depositary Procedures, in accordance with the provisions of this Section 6.4
and Article VIII, and the transferee shall receive a Definitive Capital
Securities Certificate in connection with such transfer.  A holder of a Definitive Capital Securities
Certificate that is a QIB may upon request, and in accordance with the
provisions of this Section 6.4 and Article VIII, exchange such Definitive
Capital Securities Certificate for a beneficial interest in a Global Capital
Security.


(b)           If any Global Capital
Security is to be exchanged for Definitive Capital Securities Certificates or
canceled in part, or if any Definitive Capital Securities Certificate is to be
exchanged in whole or in part for any Global Capital Security, then either (i)
such Global Capital Security shall be so surrendered for exchange or
cancellation as provided in this Section 6.4 and Article VIII or (ii) the
aggregate liquidation amount represented by such Global Capital Security shall
be reduced, subject to Section 6.3, or increased by an amount equal to the
liquidation amount represented by that portion of the 



 26
 









Global Capital Security
to be so exchanged or canceled, or equal to the liquidation amount represented
by such Definitive Capital Securities Certificates to be so exchanged for any
Global Capital Security, as the case may be, by means of an appropriate
adjustment made on the records of the Registrar, whereupon the Institutional
Trustee, in accordance with the Applicable Depositary Procedures, shall
instruct the Depositary or its authorized representative to make a corresponding
adjustment to its records. Upon any such surrender to the Administrators or the
Registrar of any Global Capital Security or Securities by the Depositary,
accompanied by registration instructions, the Administrators, or any one of
them, shall execute the Definitive Capital Securities Certificates in
accordance with the instructions of the Depositary.  None of the Registrar, Administrators, or the
Institutional Trustee shall be liable for any delay in delivery of such instructions
and may conclusively rely on, and shall be fully protected in relying on, such
instructions.


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


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


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


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



 27
 









Section 6.5.           Mutilated, Destroyed,
Lost or Stolen Certificates.


If:


(a)           any mutilated
Certificates should be surrendered to the Registrar, or if the Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Certificate; and


(b)           there shall be
delivered to the Registrar, the Administrators and the Institutional Trustee
such security or indemnity as may be required by them to keep each of them
harmless;


then, in the absence of
notice that such Certificate shall have been acquired by a protected purchaser,
an Administrator on behalf of the Trust shall execute (and in the case of a
Capital Security Certificate, the Institutional Trustee shall authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like denomination.  In connection with the issuance of any new
Certificate under this Section 6.5, the Registrar or the Administrators
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to
this Section shall constitute conclusive evidence of an ownership interest in
the relevant Securities, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


Section 6.6.           Temporary Securities.  Until definitive Securities are ready for
delivery, the Administrators may prepare and, in the case of the Capital
Securities, the Institutional Trustee shall authenticate, temporary Securities.  Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the
Administrators consider appropriate for temporary Securities.  Without unreasonable delay, the
Administrators shall prepare and, in the case of the Capital Securities, the
Institutional Trustee shall authenticate, definitive Securities in exchange for
temporary Securities.


Section 6.7.           Cancellation.  The Administrators at any time may deliver
Securities to the Institutional Trustee for cancellation.  The Registrar shall forward to the
Institutional Trustee any Securities surrendered to it for registration of
transfer, redemption or payment.  The
Institutional Trustee shall promptly cancel all Securities surrendered for
registration of transfer, payment, replacement or cancellation and shall
dispose of such canceled Securities as the Administrators direct.  The Administrators may not issue new
Securities to replace Securities that have been paid or that have been
delivered to the Institutional Trustee for cancellation.


Section 6.8.           CUSIP Numbers.  The Trust in issuing the Securities may use “CUSIP”
numbers (if then generally in use), and, if so, the Institutional Trustee shall
use CUSIP numbers in notice of redemption as a convenience to Holders; provided,
however, that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Securities or as
contained in any notice of redemption and that identification numbers printed
on the Securities and any such redemption shall not be affected by any defect
in or omission of such numbers.  The
Trust shall promptly notify the Institutional Trustee in writing of any change
in the CUSIP numbers.


Section 6.9.           Rights of Holders;
Waivers of Past Defaults.


(a)           The legal title to the
Trust Property is vested exclusively in the Institutional Trustee (in its
capacity as such) in accordance with Section 2.5, and the Holders shall not
have any right or title therein other than the undivided beneficial interest in
the assets of the Trust conferred by their Securities and they shall have no
right to call for any partition or division of property, profits or rights of
the Trust except as described below.  The
Securities shall be personal property giving only the rights specifically set
forth therein and in this Declaration. 
The Securities shall have no preemptive or similar rights.


(b)           For so long as any
Capital Securities remain outstanding, if upon an Acceleration Event of
Default, the Debenture Trustee fails or the holders of not less than 25% in
principal amount of the 



 28
 









outstanding Debentures
fail to declare the principal of all of the Debentures to be immediately due
and payable, the Holders of a Majority in liquidation amount of the Capital
Securities then outstanding shall have the right to make such declaration by a
notice in writing to the Institutional Trustee, the Sponsor and the Debenture
Trustee.


At any time after a
declaration of acceleration with respect to the Debentures has been made and before
a judgment or decree for payment of the money due has been obtained by the
Debenture Trustee as provided in the Indenture, if the Institutional Trustee,
subject to the provisions hereof, fails to annul any such declaration and waive
such default, the Holders of a Majority in liquidation amount of the Capital
Securities, by written notice to the Institutional Trustee, the Sponsor and the
Debenture Trustee, may rescind and annul such declaration and its consequences
if:


(i)            the
Debenture Issuer has paid or deposited with the Debenture Trustee a sum
sufficient to pay


(A)          all
overdue installments of interest on all of the Debentures,


(B)           any
accrued Additional Interest on all of the Debentures,


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


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


(ii)           all
Events of Default with respect to the Debentures, other than the non-payment of
the principal of the Debentures that has become due solely by such
acceleration, have been cured or waived as provided in Section 5.7 of the
Indenture.


The Holders of at least a
Majority in liquidation amount of the Capital Securities may, on behalf of the
Holders of all the Capital Securities, waive any past default under the
Indenture or any Indenture Event of Default, except a default or Indenture
Event of Default in the payment of principal or interest on the Debentures
(unless such default or Indenture Event of Default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Debenture Trustee)
or a default under the Indenture or an Indenture Event of Default in respect of
a covenant or provision that under the Indenture cannot be modified or amended
without the consent of the holder of each outstanding Debenture.  No such rescission shall affect any
subsequent default or impair any right consequent thereon.


Upon receipt by the
Institutional Trustee of written notice declaring such an acceleration, or
rescission and annulment thereof, by Holders of any part of the Capital
Securities, a record date shall be established for determining Holders of
outstanding Capital Securities entitled to join in such notice, which record
date shall be at the close of business on the day the Institutional Trustee
receives such notice.  The Holders on
such record date, or their duly designated proxies, and only such Persons,
shall be entitled to join in such notice, whether or not such Holders remain
Holders after such record date; provided, that unless such declaration
of acceleration, or rescission and annulment, as the case may be, shall have
become effective by virtue of the requisite percentage having joined in such
notice prior to the day that is 90 days after such record date, such
notice of declaration of acceleration, or rescission and annulment, as the case
may be, shall automatically and without further action by any Holder be
canceled and of no further effect. 
Nothing in this paragraph shall prevent a Holder, or a proxy of a
Holder, from giving, after 



 29
 









expiration of such 90-day
period, a new written notice of declaration of acceleration, or rescission and
annulment thereof, as the case may be, that is identical to a written notice
that has been canceled pursuant to the proviso to the preceding sentence, in
which event a new record date shall be established pursuant to the provisions
of this Section 6.9.


(c)           Except as otherwise provided in
paragraphs (a) and (b) of this Section 6.9, the Holders of at least a
Majority in liquidation amount of the Capital Securities may, on behalf of the
Holders of all the Capital Securities, waive any past default or Event of
Default and its consequences.  Upon such
waiver, any such default or Event of Default shall cease to exist, and any
default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Declaration, but no such waiver shall extend
to any subsequent or other default or Event of Default or impair any right
consequent thereon.


ARTICLE
VII


DISSOLUTION
AND TERMINATION OF TRUST


Section 7.1.           Dissolution and
Termination of Trust.


(a)           The Trust shall
dissolve on the first to occur of:


(i)            unless
earlier dissolved, on December 15, 2042, the expiration of the term of the
Trust;


(ii)           upon a
Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture
Issuer;


(iii)          upon
the filing of a certificate of dissolution or its equivalent with respect to
the Sponsor (other than in connection with a merger, consolidation or similar
transaction not prohibited by the Indenture, this Declaration or the Guarantee,
as the case may be) or upon the revocation of the charter of the Sponsor and
the expiration of 90 days after the date of revocation without a
reinstatement thereof;


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


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


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


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


(b)           As soon as is
practicable after the occurrence of an event referred to in Section 7.1(a), and
after satisfaction of liabilities to creditors of the Trust as required by
applicable law, including of the Statutory Trust Act, and subject to the terms
set forth in Annex I, the Institutional Trustee shall terminate the Trust
by filing a certificate of cancellation with the Secretary of State of the
State of Delaware.



 30
 









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


ARTICLE
VIII


TRANSFER
OF INTERESTS


Section 8.1.           General.


(a)           Subject to Section
8.1(c), where Capital Securities are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an
equal number of Capital Securities represented by different certificates, the
Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met.  To permit
registrations of transfer and exchanges, the Trust shall issue and the
Institutional Trustee shall authenticate Capital Securities at the Registrar’s
request.


(b)           Upon issuance of the
Common Securities, the Sponsor shall acquire and retain beneficial and record
ownership of the Common Securities and for so long as the Securities remain
outstanding, and to the fullest extent permitted by applicable law, the Sponsor
shall maintain 100% ownership of the Common Securities; provided, however,
that any permitted successor of the Sponsor, in its capacity as Debenture
Issuer, under the Indenture that is a U.S. Person may succeed to the Sponsor’s
ownership of the Common Securities.


(c)           Capital Securities may
only be transferred, in whole or in part, in accordance with the terms and
conditions set forth in this Declaration and in the terms of the
Securities.  To the fullest extent
permitted by applicable law, any transfer or purported transfer of any Security
not made in accordance with this Declaration shall be null and void and will be
deemed to be of no legal effect whatsoever and any such transferee shall be
deemed not to be the holder of such Capital Securities for any purpose,
including but not limited to the receipt of Distributions on such Capital
Securities, and such transferee shall be deemed to have no interest whatsoever
in such Capital Securities.


(d)           The Registrar shall
provide for the registration of Securities and of transfers of Securities,
which will be effected without charge but only upon payment (with such
indemnity as the Registrar may require) in respect of any tax or other
governmental charges that may be imposed in relation to it.  Upon surrender for registration of transfer of
any Securities, the Registrar shall cause one or more new Securities of the
same tenor to be issued in the name of the designated transferee or
transferees.  Every Security surrendered
for registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Registrar duly executed by the Holder or
such Holder’s attorney duly authorized in writing.  Each Security surrendered for registration of
transfer shall be canceled by the Institutional Trustee pursuant to
Section 6.7.  A transferee of a
Security shall be entitled to the rights and subject to the obligations of a
Holder hereunder upon the receipt by such transferee of a Security.  By acceptance of a Security, each transferee
shall be deemed to have agreed to be bound by this Declaration.


(e)           The Trust shall not be
required (i) to issue, register the transfer of, or exchange any
Securities during a period beginning at the opening of business
fifteen days before the day of any selection of Securities for redemption
and ending at the close of business on the earliest date on which the relevant
notice of redemption is deemed to have been given to all Holders of the
Securities to be redeemed, or (ii) to register the transfer or exchange of
any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.



 31
 









Section 8.2.           Transfer Procedures
and Restrictions.


(a)           The Capital Securities
shall bear the Restricted Securities Legend, which shall not be removed unless
there is delivered to the Trust such satisfactory evidence, which may include
an opinion of counsel satisfactory to the Institutional Trustee, as may be
reasonably required by the Trust, that neither the legend nor the restrictions
on transfer set forth therein are required to ensure that transfers thereof
comply with the provisions of the Securities Act.  Upon provision of such satisfactory evidence,
the Institutional Trustee, at the written direction of the Trust, shall
authenticate and deliver Capital Securities that do not bear the legend.


(b)           Except as permitted by
Section 8.2(a), each Capital Security shall bear a legend (the “Restricted
Securities Legend”) in substantially the following form and a Capital
Security shall not be transferred except in compliance with such legend, unless
otherwise determined by the Sponsor, upon the advice of counsel expert in
securities law, in accordance with applicable law:


[If the Capital Security is to be Global
Capital Security- THIS CAPITAL SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED
IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC.  THIS CAPITAL SECURITY IS EXCHANGEABLE FOR
CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO
TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER OF THIS CAPITAL
SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR
ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


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


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAW.  NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS.  THE HOLDER
OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER THIS SECURITY ONLY (A) TO THE SPONSOR OR THE



 32















TRUST, (B) PURSUANT TO A REGISTRATION STATEMENT
THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON
WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH
RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF
REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER
THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE SPONSOR’S AND THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM
THE SPONSOR OR THE TRUST.  HEDGING
TRANSACTIONS INVOLVING THIS SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE SECURITIES ACT.


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



 33
 









4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE
STATUTORY OR ADMINISTRATIVE EXEMPTION.


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


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


(c)           To permit registrations of transfers
and exchanges, the Trust shall execute and the Institutional Trustee shall
authenticate Capital Securities at the Registrar’s request.


(d)           Registrations of transfers or
exchanges will be effected without charge, but only upon payment (with such
indemnity as the Registrar or the Sponsor may require) in respect of any tax or
other governmental charge that may be imposed in relation to it.


(e)           All Capital Securities issued upon
any registration of transfer or exchange pursuant to the terms of this
Declaration shall evidence the same security and shall be entitled to the same
benefits under this Declaration as the Capital Securities surrendered upon such
registration of transfer or exchange.


Section 8.3.           Deemed
Security Holders. 
The Trust, the Administrators, the Trustees, the Paying Agent, the Transfer
Agent or the Registrar may treat the Person in whose name any Certificate shall
be registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes
of receiving Distributions and for all other purposes whatsoever and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such Certificate or in the Securities represented by such
Certificate on the part of any Person, whether or not the Trust, the
Administrators, the Trustees, the Paying Agent, the Transfer Agent or the
Registrar shall have actual or other notice thereof.


ARTICLE
IX


LIMITATION
OF LIABILITY OF

HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS


Section 9.1.           Liability.


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


(i)            personally liable
for the 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 the Trust; or


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



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


(c)           Pursuant to the Statutory Trust Act,
the Holders of the Capital Securities shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for
profit organized under the General Corporation Law of the State of Delaware.


Section 9.2.           Exculpation.


(a)           No Indemnified Person shall be
liable, responsible or accountable in damages or otherwise to the Trust or any
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on
behalf of the Trust and in a manner such Indemnified Person reasonably believed
to be within the scope of the authority conferred on such Indemnified Person by
this Declaration or by law, except that an Indemnified Person shall be liable
for any such loss, damage or claim incurred by reason of such Indemnified
Person’s negligence or willful misconduct with respect to such acts or
omissions.


(b)           An Indemnified Person shall be fully
protected in relying in good faith upon the records of the Trust and upon such
information, opinions, reports or statements presented to the Trust by any
Person as to matters the Indemnified Person reasonably believes are within such
other Person’s professional or expert competence and, if selected by such
Indemnified Person, has been selected by such Indemnified Person with reasonable
care by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.


Section 9.3.           Fiduciary
Duty.


(a)           To the extent that, at law 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 the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration.  The
provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity,
are agreed by the parties hereto to replace such other duties and liabilities
of the Indemnified Person.


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


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


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


Section 9.4.           Indemnification.


(a)           The Sponsor shall indemnify, to the
full extent permitted by law, any Indemnified Person who was or is a party or
is threatened to be made a party to any threatened, pending or completed 



 35
 









action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Trust) arising out of or in connection
with the acceptance or administration of this Declaration by reason of the fact
that he is or was an Indemnified Person against expenses (including reasonable
attorneys’ fees and expenses), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the Indemnified
Person did not act in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the Trust, and, with respect
to any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.


(b)           The Sponsor shall indemnify, to the
full extent permitted by law, any Indemnified Person who was 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 procure a judgment in its favor
arising out of or in connection with the acceptance or administration of this
Declaration by reason of the fact that he is or was an Indemnified Person
against expenses (including reasonable attorneys’ fees and expenses) actually
and reasonably incurred by him in connection with the defense or settlement of
such action or suit if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Trust; provided,
however, that no such indemnification shall be made in respect of any
claim, issue or matter as to which such Indemnified Person shall have been
adjudged to be liable to the Trust unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.


(c)           To the extent that an Indemnified
Person shall be successful on the merits or otherwise (including dismissal of
an action without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (a) and (b) of this Section 9.4, or in defense of any claim,
issue or matter therein, he shall be indemnified, to the full extent permitted
by law, against expenses (including attorneys’ fees and expenses) actually and
reasonably incurred by him in connection therewith.


(d)           Any indemnification of an
Administrator under paragraphs (a) and (b) of this Section 9.4 (unless
ordered by a court) shall be made by the Sponsor only as authorized in the
specific case upon a determination that indemnification of the Indemnified
Person is proper in the circumstances because he has met the applicable
standard of conduct set forth in paragraphs (a) and (b).  Such determination shall be made (i) by
the Administrators by a majority vote of a Quorum consisting of such
Administrators who were not parties to such action, suit or proceeding,
(ii) if such a Quorum is not obtainable, or, even if obtainable, if a
Quorum of disinterested Administrators so directs, by independent legal counsel
in a written opinion, or (iii) by the Common Security Holder of the Trust.


(e)           To the fullest extent permitted by
law, expenses (including reasonable attorneys’ fees and expenses) incurred by
an Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in paragraphs (a) and
(b) of this Section 9.4 shall be paid by the Sponsor in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such Indemnified Person to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the Sponsor as
authorized in this Section 9.4. 
Notwithstanding the foregoing, no advance shall be made by the Sponsor
if a determination is reasonably and promptly made (i) by the
Administrators by a majority vote of a Quorum of disinterested Administrators,
(ii) if such a Quorum is not obtainable, or, even if obtainable, if a
quorum of disinterested 



 36
 









Administrators so
directs, by independent legal counsel in a written opinion or (iii) by the
Common Security Holder of the Trust, that, based upon the facts known to the
Administrators, counsel or the Common Security Holder at the time such
determination is made, such Indemnified Person acted in bad faith or in a
manner that such Indemnified Person did not believe to be in the best interests
of the Trust, or, with respect to any criminal proceeding, that such
Indemnified Person believed or had reasonable cause to believe his conduct was
unlawful.  In no event shall any advance
be made in instances where the Administrators, independent legal counsel or the
Common Security Holder reasonably determine that such Indemnified Person
deliberately breached his duty to the Trust or its Common or Capital Security
Holders.


(f)            The Trustees, at the sole cost and expense
of the Sponsor, retain the right to representation by counsel of their own
choosing in any action, suit or any other proceeding for which they are
indemnified under paragraphs (a) and (b) of this Section 9.4, without
affecting their right to indemnification hereunder or waiving any rights
afforded to it under this Declaration or applicable law.


(g)           The indemnification and advancement
of expenses provided by, or granted pursuant to, the other paragraphs of this
Section 9.4 shall not be deemed exclusive of any other rights to which those
seeking indemnification and advancement of expenses may be entitled under any
agreement, vote of stockholders or disinterested directors of the Sponsor or
Capital Security Holders of the Trust or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.  All rights to indemnification
under this Section 9.4 shall be deemed to be provided by a contract
between the Sponsor and each Indemnified Person who serves in such capacity at
any time while this Section 9.4 is in effect. 
Any repeal or modification of this Section 9.4 shall not affect any
rights or obligations then existing.


(h)           The Sponsor or the Trust may purchase
and maintain insurance on behalf of any Person who is or was an Indemnified
Person against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the Sponsor
would have the power to indemnify him against such liability under the
provisions of this Section 9.4.


(i)            For purposes of this Section 9.4,
references to “the Trust” shall include, in addition to the resulting or
surviving entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any Person who is
or was a director, trustee, officer or employee of such constituent entity, or
is or was serving at the request of such constituent entity 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 with respect to the resulting
or surviving entity as he would have with respect to such constituent entity if
its separate existence had continued.


(j)            The indemnification and advancement of
expenses provided by, or granted pursuant to, this Section 9.4 shall, unless
otherwise provided when authorized or ratified, (i) continue as to a
Person who has ceased to be an Indemnified Person and shall inure to the
benefit of the heirs, executors and administrators of such a Person; and
(ii) survive the termination or expiration of this Declaration or the
earlier removal or resignation of an Indemnified Person.


Section 9.5.           Outside
Businesses. 
Any Covered Person, the Sponsor, the Delaware Trustee and the
Institutional Trustee may engage in or possess an interest in other business
ventures of any nature or description, independently or with others, similar or
dissimilar to the business of the Trust, and the Trust and the Holders of
Securities shall have no rights by virtue of this Declaration in and to such
independent ventures or the income or profits derived therefrom, and the
pursuit of any such venture, even if competitive with the business of the
Trust, shall not be deemed wrongful or improper.  None of any Covered Person, the Sponsor, the
Delaware Trustee or the Institutional Trustee shall be obligated to present any
particular investment or other opportunity to the Trust even if such
opportunity is of a 



 37
 









character
that, if presented to the Trust, could be taken by the Trust, and any Covered
Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall
have the right to take for its own account (individually or as a partner or
fiduciary) or to recommend to others any such particular investment or other
opportunity.  Any Covered Person, the
Delaware Trustee and the Institutional Trustee may engage or be interested in
any financial or other transaction with 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, securities or other obligations of the Sponsor or its
Affiliates.


Section 9.6.           Compensation;
Fee.  The
Sponsor agrees:


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


(b)           except as otherwise expressly provided
herein, to reimburse the Trustees upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustees in accordance with
any provision of this Declaration (including the reasonable compensation and
the expenses and disbursements of their respective agents and counsel), except
any such expense, disbursement or advance as may be attributable to its
negligence, bad faith or willful misconduct.


For purposes of
clarification, this Section 9.6 does not contemplate the payment by the
Sponsor of acceptance or annual administration fees owing to the Trustees under
this Declaration or the fees and expenses of the Trustees’ counsel in
connection with the closing of the transactions contemplated by this
Declaration.


The provisions of this
Section 9.6 shall survive the dissolution of the Trust and the termination of
this Declaration and the removal or resignation of any Trustee.


No Trustee may claim any
lien or charge on any property of the Trust as a result of any amount due
pursuant to this Section 9.6.


ARTICLE X


ACCOUNTING


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


Section 10.2.        Certain
Accounting Matters.


(a)           At all times during
the existence of the Trust, the Administrators shall keep, or cause to be kept
at the principal office of the Trust in the United States, as defined for
purposes of Treasury Regulations section 301.7701-7, full books of account,
records and supporting documents, which shall reflect in reasonable detail each
transaction of the Trust.  The books of
account shall be maintained, at the Sponsor’s expense, in accordance with
generally accepted accounting principles, consistently applied.  The books of account and the records of the
Trust shall be examined by and reported upon (either separately or as part of
the Sponsor’s regularly prepared consolidated financial report) as of the end
of each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Administrators.


(b)           The Administrators shall cause to be
duly prepared and delivered to each of the Holders of Securities Form 1099 or
such other annual United States federal income tax information statement 



 38
 









required by the Code, containing
such information with regard to the Securities held by each Holder as is
required by the Code and the Treasury Regulations.  Notwithstanding any right under the Code to
deliver any such statement at a later date, the Administrators shall endeavor to
deliver all such statements within 30 days after the end of each Fiscal
Year of the Trust.


(c)           The Administrators, at the Sponsor’s
expense, shall cause to be duly prepared at the principal office of the Sponsor
in the United States, as ‘United States’ is defined in Section 7701(a)(9)
of the Code (or at the principal office of the Trust if the Sponsor has no such
principal office in the United States), and filed an annual United States
federal income tax return on a Form 1041 or such other form required by United
States federal income tax law, and any other annual income tax returns required
to be filed by the Administrators on behalf of the Trust with any state or
local taxing authority.


Section 10.3.        Banking.  The Trust shall maintain in the United States,
as defined for purposes of Treasury Regulations section 301.7701-7, one or more
bank accounts in the name and for the sole benefit of the Trust; provided,
however, that all payments of funds in respect of the Debentures held by
the Institutional Trustee shall be made directly to the Property Account and no
other funds of the Trust shall be deposited in the Property Account.  The sole signatories for such accounts
(including the Property Account) shall be designated by the Institutional
Trustee.


Section 10.4.        Withholding.  The Institutional Trustee or any Paying Agent
and the Administrators shall comply with all withholding requirements under
United States federal, state and local law. 
The Institutional Trustee or any Paying Agent shall request, and each
Holder shall provide to the Institutional Trustee or any Paying Agent, such
forms or certificates as are necessary to establish an exemption from
withholding with respect to the Holder, and any representations and forms as
shall reasonably be requested by the Institutional Trustee or any Paying Agent
to assist it in determining the extent of, and in fulfilling, its withholding
obligations.  The Administrators shall
file required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions.  To the extent that the Institutional Trustee
or any Paying Agent is required to withhold and pay over any amounts to any
authority with respect to distributions or allocations to any Holder, the
amount withheld shall be deemed to be a Distribution in the amount of the
withholding to the Holder.  In the event
of any claimed overwithholding, Holders shall be limited to an action against the
applicable jurisdiction.  If the amount
required to be withheld was not withheld from actual Distributions made, the
Institutional Trustee or any Paying Agent may reduce subsequent Distributions
by the amount of such withholding.


ARTICLE
XI


AMENDMENTS
AND MEETINGS


Section 11.1.        Amendments.


(a)           Except as otherwise provided in this
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed (i) by the
Institutional Trustee, or (ii) if the amendment affects the rights,
powers, duties, obligations or immunities of the Delaware Trustee, by the
Delaware Trustee.


(b)           Notwithstanding any other provision
of this Article XI, an amendment may be made, and any such purported
amendment shall be valid and effective only if:


(i)            the Institutional
Trustee shall have first received



 39
 









(A)          an Officers’
Certificate from each of the Trust and the Sponsor that such amendment is
permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities); and


(B)           an opinion of
counsel (who may be counsel to the Sponsor or the Trust) that such amendment is
permitted by, and conforms to, the terms of this Declaration (including the
terms of the Securities); and


(ii)           the result of such
amendment would not be to


(A)          cause the Trust to
cease to be classified for purposes of United States federal income taxation as
a grantor trust; or


(B)           cause the Trust to
be deemed to be an Investment Company required to be registered under the Investment
Company Act.


(c)           Except as provided in Section
11.1(d), (e) or (h), no amendment shall be made, and any such purported
amendment shall be void and ineffective, unless the Holders of a Majority in
liquidation amount of the Capital Securities shall have consented to such
amendment.


(d)           In addition to and notwithstanding
any other provision in this Declaration, without the consent of each affected
Holder, this Declaration may not be amended to (i) change the amount or
timing of any Distribution on the Securities or otherwise adversely affect the
amount of any Distribution required to be made in respect of the Securities as
of a specified date or change any conversion or exchange provisions or
(ii) restrict the right of a Holder to institute 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 be amended without the consent of all of the
Holders of the Securities.


(f)            Article III shall not be
amended without the consent of the Holders of a Majority in liquidation amount
of the Common Securities.


(g)           The rights of the Holders of the
Capital Securities under Article IV to appoint and remove Trustees shall
not be amended without the consent of the Holders of a Majority in liquidation
amount of the Capital Securities.


(h)           This Declaration may be amended by
the Institutional Trustee and the Holders of a Majority in liquidation amount
of the Common Securities without the consent of the Holders of the Capital
Securities to:


(i)            cure any ambiguity;


(ii)           correct or
supplement any provision in this Declaration that may be defective or
inconsistent with any other provision of this Declaration;


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


(iv)          modify, eliminate or
add to any provision of this Declaration to such extent as may be necessary to
ensure that the Trust will be classified for United States federal income tax
purposes at all times as a grantor trust and will not be required to register
as an Investment Company (including without limitation to conform to any change
in Rule 3a-5, Rule 3a-7 or any other applicable rule under the
Investment Company Act or written change in interpretation or 



 40
 









application thereof by any legislative body, court,
government agency or regulatory authority) which amendment does not have a
material adverse effect on the rights, preferences or privileges of the Holders
of Securities;


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


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


(a)           Meetings of the Holders of any class
of Securities may be called at any time by the Administrators (or as provided
in the terms of the Securities) to consider and act on any matter on which
Holders of such class of Securities are entitled to act under the terms of this
Declaration or the terms of the Securities. 
The Administrators shall call a meeting of the Holders of such class if
directed to do so by the Holders of at least 10% in liquidation amount of such
class of Securities.  Such direction
shall be given by delivering to the Administrators one or more calls in a
writing stating that the signing Holders of the Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting is
to be called.  Any Holders of the
Securities calling a meeting shall specify in writing the Certificates held by
the Holders of the Securities exercising the right to call a meeting and only
those Securities represented by such Certificates shall be counted for purposes
of determining whether the required percentage set forth in the second sentence
of this paragraph has been met.


(b)           Except to the extent otherwise
provided in the terms of the Securities, the following provisions shall apply
to meetings of Holders of the Securities:


(i)            notice of any such
meeting shall be given to all the Holders of the Securities having a right to
vote thereat at least 7 days and not more than 60 days before the
date of such meeting.  Whenever a vote,
consent or approval of the Holders of the Securities is permitted or required
under this Declaration, such vote, consent or approval may be given at a
meeting of the Holders of the Securities. 
Any action that may be taken at a meeting of the Holders of the
Securities may be taken without a meeting if a consent in writing setting forth
the action so taken is signed by the Holders of the Securities owning not less
than the minimum amount of Securities in liquidation amount that would be
necessary to authorize or take such action at a meeting at which all Holders of
the Securities having a right to vote thereon were present and voting.  Prompt notice of the taking of action without
a meeting shall be given to the Holders of the Securities entitled to vote who
have not consented in writing.  The
Administrators may specify that any written ballot submitted to the Holders of
the Securities for the purpose of taking any action without a meeting shall be
returned to the Trust within the time specified by the Administrators;


(ii)           each Holder of a
Security may authorize any Person to act for it by proxy on all matters in
which a Holder of Securities is entitled to participate, including waiving
notice of any meeting, or voting or participating at a meeting.  No proxy shall be valid after the expiration
of 11 months from the date thereof unless otherwise provided in the
proxy.  Every proxy shall be revocable at
the pleasure of the Holder of the Securities executing it.  Except as otherwise provided herein, all
matters relating to the giving, voting or validity of proxies shall be governed
by the General Corporation Law of the State of Delaware relating to proxies,
and judicial interpretations thereunder, as if the Trust were a Delaware
corporation and the Holders of the Securities were stockholders of a Delaware
corporation; each meeting of the Holders of the Securities shall be conducted
by the Administrators or by such other Person that the Administrators may
designate; and



 41
 









(iii)          unless the
Statutory Trust Act, this Declaration, or the terms of the Securities otherwise
provides, the Administrators, in their sole discretion, shall establish all
other provisions relating to meetings of Holders of Securities, including
notice of the time, place or purpose of any meeting at which any matter is to
be voted on by any Holders of the Securities, waiver of any such notice, action
by consent without a meeting, the establishment of a record date, quorum
requirements, voting in person or by proxy or any other matter with respect to
the exercise of any such right to vote; provided, however, that
each meeting shall be conducted in the United States (as that term is defined
in Treasury Regulations section 301.7701-7).


ARTICLE
XII


REPRESENTATIONS
OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE


Section 12.1.        Representations
and Warranties of Institutional Trustee.  The initial Institutional Trustee represents
and warrants to the Trust and to the Sponsor at the date of this Declaration,
and each Successor Institutional Trustee represents and warrants to the Trust
and the Sponsor at the time of the Successor Institutional Trustee’s acceptance
of its appointment as Institutional Trustee, that:


(a)           the Institutional Trustee is a
Delaware banking corporation with trust powers, duly organized and validly
existing under the laws of the State of Delaware with trust power and authority
to execute and deliver, and to carry out and perform its obligations under the
terms of, this Declaration;


(b)           the execution, delivery and
performance by the Institutional Trustee of this Declaration has been duly
authorized by all necessary corporate action on the part of the Institutional
Trustee.  This Declaration has been duly
executed and delivered by the Institutional Trustee, and it constitutes a
legal, valid and binding obligation of the Institutional Trustee, enforceable
against it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting
creditors’ rights generally and to general principles of equity (regardless of
whether considered in a proceeding in equity or at law);


(c)           the execution, delivery and
performance of this Declaration by the Institutional Trustee does not conflict
with or constitute a breach of the charter or by-laws of the Institutional
Trustee; and


(d)           no consent, approval or authorization
of, or registration with or notice to, any state or federal banking authority
is required for the execution, delivery or performance by the Institutional
Trustee of this Declaration.


Section 12.2.        Representations
of the Delaware Trustee.  The Trustee that acts as initial Delaware
Trustee represents and warrants to the Trust and to the Sponsor at the date of
this Declaration, and each Successor Delaware Trustee represents and warrants
to the Trust and the Sponsor at the time of the Successor Delaware Trustee’s
acceptance of its appointment as Delaware Trustee that:


(a)           if it is not a natural person, the
Delaware Trustee is duly organized, validly existing and in good standing under
the laws of the State of Delaware;


(b)           if it is not a natural person, the
execution, delivery and performance by the Delaware Trustee of this Declaration
has been duly authorized by all necessary corporate action on the part of the
Delaware Trustee.  This Declaration has
been duly executed and delivered by the Delaware Trustee, and under Delaware
law (excluding any securities laws) constitutes a legal, valid and binding
obligation of the Delaware Trustee, enforceable against it in accordance with
its terms, subject to applicable bankruptcy, reorganization, moratorium,
insolvency and other similar laws affecting creditors’ rights generally and to 



 42
 









general principles of
equity and the discretion of the court (regardless of whether considered in a
proceeding in equity or at law);


(c)           if it is not a natural person, the
execution, delivery and performance of this Declaration by the Delaware Trustee
does not conflict with or constitute a breach of the charter or by-laws of the
Delaware Trustee;


(d)           it has trust power and authority to
execute and deliver, and to carry out and perform its obligations under the terms
of, this Declaration;


(e)           no consent, approval or authorization
of, or registration with or notice to, any state or federal banking authority
governing the trust powers of the Delaware Trustee is required for the
execution, delivery or performance by the Delaware Trustee of this Declaration;
and


(f)            the Delaware Trustee is a natural
person who is a resident of the State of Delaware or, if not a natural person,
it is an entity which has its principal place of business in the State of
Delaware and, in either case, a Person that satisfies for the Trust the
requirements of Section 3807 of the Statutory Trust Act.


ARTICLE
XIII


MISCELLANEOUS


Section 13.1.        Notices.  All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied (which telecopy shall be followed by notice 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 the Securities):


First Regional
Statutory Trust VIII


c/o First Regional
Bancorp


1801 Century Park
East, Suite 800


Los Angeles,
California  90067


Attention:  Steven J. Sweeney


Telecopy:  310-552-1772


(b)           if given to the Delaware Trustee, at
the Delaware Trustee’s mailing address set forth below (or such other address
as the Delaware Trustee may give notice of to the Holders of the Securities):


Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware 
19890-1600


Attention: 
Corporate Trust Administration


Telecopy:  302-636-4140


(c)           if given to the Institutional
Trustee, at the Institutional Trustee’s mailing address set forth below (or
such other address as the Institutional Trustee may give notice of to the
Holders of the Securities):



 43
 









Wilmington Trust Company


Rodney Square North


1100 North Market Street


Wilmington, Delaware 
19890-1600


Attention: 
Corporate Trust Administration


Telecopy:  302-636-4140


(d)           if given to the Holder of 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 notice of to the
Trust):


First Regional
Bancorp


1801 Century Park
East, Suite 800


Los Angeles,
California  90067


Attention:  Steven J. Sweeney


Telecopy:  310-552-1772


(e)           if given to any other Holder, at the
address set forth on the books and records of the Trust.


All such notices shall be
deemed to have been given when received in person, telecopied with receipt
confirmed, or mailed by first class mail, postage prepaid except that if a
notice or other document is refused delivery or cannot be delivered because of
a changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.


Section 13.2.        Governing
Law.  This
Declaration and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the law of the State of Delaware and all rights
and remedies shall be governed by such laws without regard to the principles of
conflict of laws of the State of Delaware or any other jurisdiction that would
call for the application of the law of any jurisdiction other than the State of
Delaware; provided, however, that there shall not be applicable
to the Trust, the Trustees or this Declaration any provision of the laws
(statutory or common) of the State of Delaware pertaining to trusts that relate
to or regulate, in a manner inconsistent with the terms hereof (a) the
filing with any court or governmental body or agency of trustee accounts or
schedules of trustee fees and charges, (b) affirmative requirements to
post bonds for trustees, officers, agents or employees of a trust, (c) the
necessity for obtaining court or other governmental approval concerning the
acquisition, holding or disposition of real or personal property, (d) fees
or other sums payable to trustees, officers, agents or employees of a trust,
(e) the allocation of receipts and expenditures to income or principal, or
(f) restrictions or limitations on the permissible nature, amount or
concentration of trust investments or requirements relating to the titling,
storage or other manner of holding or investing trust assets.


Section 13.3.        Intention
of the Parties. 
It is the intention of the parties hereto that the Trust be classified
for United States federal income tax purposes as a grantor trust. The
provisions of this Declaration shall be interpreted to further this intention
of the parties.


Section 13.4.        Headings.  Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.


Section 13.5.        Successors
and Assigns. 
Whenever in this Declaration any of the parties hereto is named or
referred to, the successors and assigns of such party shall be deemed to be
included, and all covenants and agreements in this Declaration by the Sponsor
and the Trustees shall bind and inure to the benefit of their respective
successors and assigns, whether or not so expressed.



 44
 









Section 13.6.        Partial
Enforceability. 
If any provision of this Declaration, or the application of such
provision to any Person or circumstance, shall be held invalid, the remainder
of this Declaration, or the application of such provision to persons or
circumstances other than those to which it is held invalid, shall not be
affected thereby.


Section 13.7.        Counterparts.  This Declaration may contain more than one
counterpart of the signature page and this Declaration may be executed by the
affixing of the signature of each of the Trustees and Administrators to any of
such counterpart signature pages.  All of
such counterpart signature pages shall be read as though one, and they shall
have the same force and effect as though all of the signers had signed a single
signature page.


Signatures appear on the following page



 45
 









IN WITNESS WHEREOF, the
undersigned have caused these presents to be executed as of the day and year
first above written.


	
  

  	
  WILMINGTON TRUST COMPANY,

  	 

	
   

  	
  as Delaware
  Trustee

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/

  	
  Christopher J.
  Slaybaugh

  	
   

  
	
   

  	
   

  	
  Name: Christopher
  J. Slaybaugh

  
	
   

  	
   

  	
  Title:   Senior
  Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY,

  	 

	
   

  	
  as Institutional
  Trustee

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Christopher J.
  Slaybaugh

  	
   

  
	
   

  	
   

  	
  Name: Christopher
  J. Slaybaugh

  
	
   

  	
   

  	
  Title:    Senior Financial Services Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  FIRST REGIONAL
  BANCORP, as Sponsor

  	 

	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Thomas
  McCullough

  	
   

  
	
   

  	
   

  	
  Name: Thomas
  McCullough

  
	
   

  	
   

  	
  Title:   Corporate
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADMINISTRATORS
  OF FIRST REGIONAL

  STATUTORY TRUST VIII

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/

  	
  Jack A. Sweeney

  	
   

  	 

	
   

  	
   

  	
  Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  H. Anthony
  Gartshore

  	
   

  	 

	
   

  	
   

  	
  Administrator

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Thomas
  McCullough

  	
   

  	 

	
   

  	
   

  	
  Administrator

  
													



 



 46















ANNEX I


TERMS OF
SECURITIES


Pursuant to
Section 6.1 of the Amended and Restated Declaration of Trust, dated as of
September 25, 2007 (as amended from time to time, the “Declaration”), the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities and the Common Securities are set out
below (each capitalized term used but not defined herein has the meaning set
forth in the Declaration):


1.             Designation
and Number.


(a)           15,000 Floating Rate
Capital Securities of First Regional Statutory Trust VIII (the “Trust”),
with an aggregate stated liquidation amount with respect to the assets of the
Trust of fifteen million dollars ($15,000,000.00) and a stated liquidation
amount with respect to the assets of the Trust of $1,000.00 per Capital
Security, are hereby designated for the purposes of identification only as the “Capital
Securities”.  The Capital Security
Certificates evidencing the Capital Securities shall be substantially in the
form of Exhibit A-1 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice.


(b)           464 Floating Rate
Common Securities of the Trust (the “Common Securities”) will be
evidenced by Common Security Certificates substantially in the form of
Exhibit A-2 to the Declaration, with such changes and additions thereto or
deletions therefrom as may be required by ordinary usage, custom or practice.


2.             Distributions.


(a)           Distributions will be
payable on each Security for the Distribution Period beginning on (and
including) the date of original issuance and ending on (but excluding) the
Distribution Payment Date in December 2007 at a rate per annum of 8.35% and
shall bear interest for each successive Distribution Period beginning on (and
including) the Distribution Payment Date in December 2007, and each succeeding
Distribution Payment Date, and ending on (but excluding) the next succeeding
Distribution Payment Date at a rate per annum equal to the 3-Month LIBOR, determined
as described below, plus 3.15% (the “Coupon Rate”), applied to the
stated liquidation amount thereof, such rate being the rate of interest payable
on the Debentures to be held by the Institutional Trustee.  Distributions in arrears will bear interest thereon
compounded quarterly at the applicable Distribution Rate (to the extent
permitted by law).  Distributions, as
used herein, include cash distributions and any such compounded distributions
unless otherwise noted.  A Distribution
is payable only to the extent that payments are made in respect of the
Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available therefor.  The amount of the Distribution payable for any
Distribution Period will be calculated by applying the Distribution Rate to the
stated liquidation amount outstanding at the commencement of the Distribution
Period and multiplying each such number by the actual number of days in the
Distribution Period concerned divided by 360. 
All percentages resulting from any calculations on the Capital
Securities will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655),
and all dollar amounts used in or resulting from such calculation will be
rounded to the nearest cent (with one-half cent being rounded upward)).


(b)           Distributions on the
Securities will be cumulative, will accrue from the date of original issuance,
and will be payable, subject to extension of distribution payment periods as
described herein, quarterly in arrears on March 15, June 15,
September 15 and December 15 of each year, or if such day is not a
Business Day, then the next succeeding Business Day (each a “Distribution
Payment Date”) 



 I-1
 









(it being understood that
interest accrues for any such non-Business Day), commencing on the Distribution
Payment Date in December 2007 when, as and if available for payment.  The Debenture Issuer has the right under the
Indenture to defer payments of interest on the Debentures, so long as no
Acceleration Event of Default has occurred and is continuing, by extending the
payment period on the Debentures for up to 20 consecutive quarterly periods
(each an “Extension Period”) at any time and from time to time, subject
to the conditions described below, during which Extension Period no interest
shall be due and payable.  During any
Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest will accrue at an annual rate equal to the
Distribution Rate in effect for each such Extension Period, compounded
quarterly from the date such interest would have been payable were it not for
the Extension Period, to the extent permitted by law (such interest referred to
herein as “Additional Interest”). 
No Extension Period may end on a date other than a Distribution Payment
Date.  At the end of any such Extension
Period, the Debenture Issuer shall pay all interest then accrued and unpaid on
the Debentures (together with Additional Interest thereon); provided, however,
that no Extension Period may extend beyond the Maturity Date and provided
further, however, that during any such Extension Period, the
Debenture Issuer and its Affiliates shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Debenture Issuer’s or its
Affiliates’ capital stock (other than payments of dividends or distributions to
the Debenture Issuer or payments of dividends from direct or indirect
subsidiaries of the Debenture Issuer to their parent corporations, which also
shall be direct or indirect subsidiaries of the Debenture Issuer) or make any
guarantee payments with respect to the foregoing, or (ii) make any payment
of principal of or interest or premium, if any, on or repay, repurchase or
redeem any debt securities of the Debenture Issuer or any Affiliate that rank pari passu in all respects with or junior in interest
to the Debentures (other than, with respect to clauses (i) and (ii) above,
(a) repurchases, redemptions or other acquisitions of shares of capital
stock of the Debenture Issuer in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of capital stock of the Debenture Issuer (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as
a result of any exchange or conversion of any class or series of the Debenture
Issuer’s capital stock (or any capital stock of a subsidiary of the Debenture
Issuer) for any class or series of the Debenture Issuer’s capital stock or of
any class or series of the Debenture Issuer’s indebtedness for any class or
series of the Debenture Issuer’s capital stock, (c) the purchase of
fractional interests in shares of the Debenture Issuer’s capital stock pursuant
to the conversion or exchange provisions of such capital stock or the security
being converted or exchanged, (d) any declaration of a dividend in
connection with any stockholders’ rights plan, or the issuance of rights, stock
or other property under any stockholders’ rights plan, or the redemption or
repurchase of rights pursuant thereto, (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock
issuable upon exercise of such warrants, options or other rights is the same
stock as that on which the dividend is being paid or ranks pari passu
with or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith, (f) payments of principal or interest on
debt securities or payments of cash dividends or distributions on any capital
stock issued by an Affiliate that is not, in whole or in part, a subsidiary of
the Debenture Issuer (or any redemptions, repurchases or liquidation payments
on such stock or securities), or (g) payments under the Capital Securities
Guarantee).  Prior to the termination of
any Extension Period, the Debenture Issuer may further extend such period,
provided that such period together with all such previous and further
consecutive extensions thereof shall not exceed 20 consecutive quarterly
periods, or extend beyond the Maturity Date. 
Upon the termination of any Extension Period and upon the payment of all
accrued and unpaid interest and Additional Interest, the Debenture Issuer may
commence a new Extension Period, subject to the foregoing requirements.  No interest or Additional Interest shall be
due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest.  During any Extension Period, Distributions on
the Securities shall be 



 I-2
 









deferred for a period
equal to the Extension Period.  If
Distributions are deferred, the Distributions due shall be paid on the date
that the related Extension Period terminates to Holders of the Securities as
they appear on the books and records of the Trust on the record date
immediately preceding such date. 
Distributions on the Securities must be paid on the dates payable (after
giving effect to any Extension Period) to the extent that the Trust has funds
available for the payment of such distributions in the Property Account of the
Trust.  The Trust’s funds available for
Distribution to the Holders of the Securities will be limited to payments
received from the Debenture Issuer.  The
payment of Distributions out of moneys held by the Trust is guaranteed by the
Guarantor pursuant to the Guarantee.


(c)           Distributions on the
Securities will be payable to the Holders thereof as they appear on the books
and records of the Trust on the relevant record dates.  The relevant record dates shall be fifteen
days before the relevant Distribution Payment Date.  Distributions payable on any 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 the Debentures, as the
case may be, when due (taking into account any Extension Period), will cease to
be payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable
to the Person in whose name such Securities are registered on the special
record date or other specified date determined in accordance with the
Indenture.


(d)           In the event that there
is any money or 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 the Holders of the Securities.


3.             Liquidation
Distribution Upon Dissolution.  In
the event of the voluntary or involuntary liquidation, dissolution, winding-up
or termination of the Trust (each a “Liquidation”) other than in
connection with a redemption of the Debentures, the Holders of the Securities
will be entitled to receive out of the assets of the Trust available for
distribution to Holders of the Securities, after satisfaction of liabilities to
creditors of the Trust (to the extent not satisfied by the Debenture Issuer),
distributions equal to the aggregate of the stated liquidation amount of
$1,000.00 per Security plus accrued and unpaid Distributions thereon to the
date of payment (such amount being the “Liquidation Distribution”),
unless in connection with such Liquidation, the Debentures in an aggregate
stated principal amount equal to the aggregate stated liquidation amount of
such Securities, with an interest rate equal to the Distribution Rate of, and
bearing accrued and unpaid interest in an amount equal to the accrued and
unpaid Distributions on, and having the same record date as, such Securities,
after paying or making reasonable provision to pay all claims and obligations of
the Trust in accordance with the Statutory Trust Act, shall be distributed on a
Pro Rata basis to the Holders of the Securities in exchange for such
Securities.


The Sponsor, as the
Holder of all of the Common Securities, has the right at any time to dissolve
the Trust (including, without limitation, upon the occurrence of a Special
Event), subject to the receipt by the Debenture Issuer of prior approval from
the Board of Governors of the Federal Reserve System, or its designated
district bank, as applicable, and any successor federal agency that is
primarily responsible for regulating the activities of the Sponsor (the “Federal
Reserve”), if the Sponsor is a bank holding company, or from the Office of
Thrift Supervision and any successor federal agency that is primarily
responsible for regulating the activities of Sponsor, (the “OTS”) if the
Sponsor is a savings and loan holding company, in either case if then required
under applicable capital guidelines or policies of the Federal Reserve or OTS,
as applicable, and, after satisfaction of liabilities to creditors of the
Trust, cause the Debentures to be distributed to the Holders of the Securities
on a Pro Rata basis in accordance with the aggregate stated liquidation amount
thereof.


If a Liquidation of the
Trust occurs as described in clause (i), (ii), (iii) or (v) in Section
7.1(a) of the Declaration, the Trust shall be liquidated by the Institutional
Trustee as expeditiously as it determines 



 I-3
 









to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust, to
the Holders of the Securities, the Debentures on a Pro Rata basis to the extent
not satisfied by the Debenture Issuer, unless such distribution is determined
by the Institutional Trustee not to be practical, in which event such Holders
will be entitled to receive out of the assets of the Trust available for
distribution to the Holders, after satisfaction of liabilities of creditors of
the Trust to the extent not satisfied by the Debenture Issuer, an amount equal
to the Liquidation Distribution.  An
early Liquidation of the Trust pursuant to clause (iv) of Section 7.1(a)
of the Declaration shall occur if the Institutional Trustee determines that
such Liquidation is possible by distributing, after satisfaction of liabilities
to creditors of the Trust, to the Holders of the Securities on a Pro Rata
basis, the Debentures, and such distribution occurs.


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


After the 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) upon surrender of a Holder’s Securities certificate, such Holder of
the Securities will receive a certificate representing the Debentures to be
delivered upon such distribution, (iii) any certificates representing the
Securities still outstanding will be deemed to represent undivided beneficial
interests in such of the Debentures as have an aggregate principal amount equal
to the aggregate stated liquidation amount with an interest rate identical to
the Distribution Rate of, and bearing accrued and unpaid interest equal to
accrued and unpaid distributions on, the Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance (and
until such certificates are so surrendered, no payments of interest or
principal shall be made to Holders of Securities in respect of any payments due
and payable under the Debentures; provided, however that such
failure to pay shall not be deemed to be an Event of Default and shall not
entitle the Holder to the benefits of the Guarantee), and (iv) all rights
of Holders of Securities under the Declaration shall cease, except the right of
such Holders to receive Debentures upon surrender of certificates representing
such Securities.


4.             Redemption
and Distribution.


(a)           The Debentures will
mature on December 15, 2037.  The
Debentures may be redeemed by the Debenture Issuer, in whole or in part, at any
Distribution Payment Date on or after the Distribution Payment Date in December
2012, at the Redemption Price. In addition, the Debentures may be redeemed by
the Debenture Issuer at the Special Redemption Price, in whole but not in part,
at any Distribution Payment Date, upon the occurrence and continuation of a
Special Event within 120 days following the occurrence of such Special
Event at the Special Redemption Price, upon not less than 30 nor more than
60 days’ notice to holders of such Debentures so long as such Special
Event is continuing. In each case, the right of the Debenture Issuer to redeem
the Debentures is subject to the Debenture Issuer having received prior
approval from the Federal Reserve (if the Debenture Issuer is a bank holding
company) or prior approval from the OTS (if the Debenture Issuer is a savings
and loan holding company), in each case if then required under applicable
capital guidelines or policies of the applicable federal agency.


“3-Month LIBOR”
means the London interbank offered interest rate for three-month, U.S. dollar
deposits determined by the Debenture Trustee in the following order of
priority:


(1)           the rate
(expressed as a percentage per annum) for U.S. dollar deposits having a
three-month maturity that appears on Reuters Page LIBOR01 as of 11:00 a.m.
(London time) on the related Determination Date (as defined below).  “Reuters Page LIBOR01” means the display 



 I-4
 









designated as “LIBOR01” on Reuters or such other page
as may replace Reuters Page LIBOR01 on that service or such other service or
services as may be nominated by the British Bankers’ Association as the
information vendor for the purpose of displaying London interbank offered rates
for U.S. dollar deposits;


(2)           if such
rate cannot be identified on the related Determination Date, the Debenture
Trustee will request the principal London offices of four leading banks in the
London interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of 11:00 a.m. (London
time) on such Determination Date.  If at
least two quotations are provided, 3-Month LIBOR will be the arithmetic mean of
such quotations;


(3)           if fewer
than two such quotations are provided as requested in clause (2) above,
the Debenture Trustee will request four major New York City banks to provide
such banks’ offered quotations (expressed as percentages per annum) to leading
European banks for loans in U.S. dollars as of 11:00 a.m. (London time) on
such Determination Date.  If at least two
such quotations are provided, 3-Month LIBOR will be the arithmetic mean of such
quotations; and


(4)           if fewer
than two such quotations are provided as requested in clause (3) above,
3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
Distribution Period immediately preceding such current Distribution Period.


If the rate for U.S.
dollar deposits having a three-month maturity that initially appears on Reuters
Page LIBOR01 as of 11:00 a.m. (London time) on the related Determination
Date is superseded on the Reuters Page LIBOR01 by a corrected rate by
12:00 noon (London time) on such Determination Date, then the corrected
rate as so substituted on the applicable page will be the applicable 3-Month
LIBOR for such Determination Date.


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


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



 I-5
 









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


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


“Maturity Date”
means December 15, 2037.


“Redemption Date”
shall mean the date fixed for the redemption of Capital Securities, which shall
be any Distribution Payment Date on or after the Distribution Payment Date in
December 2012.


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


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


“Special Redemption
Date” means a date on which a Special Event redemption occurs, which shall
be a Distribution Payment Date.


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


	
  Month in which Special

  Redemption Date Occurs

  	
   

  	
  Special Redemption Price

  	
   

  
	
  December 2007

  	
   

  	
  104.625

  	
  %

  
	
  March 2008

  	
   

  	
  104.300

  	
  %

  
	
  June 2008

  	
   

  	
  104.000

  	
  %

  
	
  September 2008

  	
   

  	
  103.650

  	
  %

  
	
  December 2008

  	
   

  	
  103.350

  	
  %

  
	
  March 2009

  	
   

  	
  103.000

  	
  %

  
	
  June 2009

  	
   

  	
  102.700

  	
  %

  
	
  September 2009

  	
   

  	
  102.350

  	
  %

  
	
  December 2009

  	
   

  	
  102.050

  	
  %

  



 



 I-6
 









 


	
  March 2010

  	
   

  	
  101.700

  	
  %

  
	
  June 2010

  	
   

  	
  101.400

  	
  %

  
	
  September 2010

  	
   

  	
  101.050

  	
  %

  
	
  December 2010

  	
   

  	
  100.750

  	
  %

  
	
  March 2011

  	
   

  	
  100.450

  	
  %

  
	
  June 2011

  	
   

  	
  100.200

  	
  %

  
	
  September 2011 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


plus, in each case,
accrued and unpaid Interest on such Debentures to the Special Redemption Date.


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


(b)           Upon the repayment in
full at maturity or redemption in whole or in part of the Debentures (other
than following the distribution of the Debentures to the Holders of the
Securities), the proceeds from such repayment or payment shall concurrently be
applied to redeem Pro Rata at the applicable Redemption Price or Special
Redemption Price, as applicable, Securities having an aggregate liquidation
amount equal to the aggregate principal amount of the Debentures so repaid or
redeemed; provided, however, that holders of 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 the Debentures).


(c)           If fewer than all the
outstanding Securities are to be so redeemed, the Common Securities and the
Capital Securities will be redeemed Pro Rata and the Capital Securities to be
redeemed will be redeemed Pro Rata from each Holder of Capital Securities.



 I-7
 









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


(e)           Redemption or
Distribution Procedures.


(i)            Notice of any
redemption of, or notice of distribution of the Debentures in exchange for, the
Securities (a “Redemption/Distribution Notice”) will be given by the
Trust by mail to each Holder of Securities to be redeemed or exchanged not
fewer than 30 nor more than 60 days before the date fixed 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 the calculation of the date of
redemption or exchange and the dates on which notices are given pursuant to
this paragraph 4(e)(i), a Redemption/Distribution Notice shall be deemed
to be given on the day such notice is first mailed by first-class mail, postage
prepaid, to Holders of such Securities. Each Redemption/Distribution Notice
shall be addressed to the Holders of such Securities at the address of each
such Holder appearing on the books and records of the Trust. No defect in the
Redemption/Distribution Notice or in the mailing thereof with respect to any
Holder shall affect the validity of the redemption or exchange proceedings with
respect to any other Holder.


(ii)           If the Securities are
to be redeemed and the Trust gives a Redemption/ Distribution Notice, which
notice may only be issued if the Debentures are redeemed as set out in this
paragraph 4 (which notice will be irrevocable), then, provided that
the Institutional Trustee has a sufficient amount of cash in connection with
the related redemption or maturity of the Debentures, the Institutional Trustee
will pay the relevant Redemption Price or Special Redemption Price, as
applicable, to the Holders of such Securities by check mailed to the address of
each such Holder appearing on the books and records of the Trust on the
Redemption Date.  If a
Redemption/Distribution Notice shall have been given and funds deposited as
required then immediately prior to the close of business on the date of such
deposit Distributions will cease to accrue on the Securities so called for
redemption and all rights of Holders of such Securities so called for
redemption will cease, except the right of the Holders of such Securities to
receive the applicable Redemption Price or Special Redemption Price specified
in paragraph 4(a), but without interest on such Redemption Price or
Special Redemption Price.  If payment of
the Redemption Price or Special Redemption Price in respect of any Securities
is improperly withheld or refused and not paid either by the Trust or by the
Debenture Issuer as guarantor pursuant to the Guarantee, Distributions on such
Securities will continue to accrue at the Distribution Rate from the original
Redemption Date to the actual date of payment, in which case the actual payment
date will be considered the date fixed for redemption for purposes of
calculating the Redemption Price or Special Redemption Price.  In the event of any redemption of the Capital
Securities 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
period beginning at the opening of business fifteen days before any selection
for redemption of the Capital Securities and ending at the close of business on
the earliest date on which the relevant notice of redemption is deemed to have
been given to all Holders of the Capital Securities to be so redeemed or
(ii) register the transfer of or exchange any Capital Securities so
selected for redemption, in whole or in part, except for the unredeemed portion
of any Capital Securities being redeemed in part.


(iii)          Redemption/Distribution
Notices shall be sent by the Administrators on behalf of the Trust to
(A) in respect of the Capital Securities, the Holders thereof and
(B) in respect of the Common Securities, the Holder thereof.



 I-8
 









(iv)          Subject to the foregoing
and applicable law (including, without limitation, United States federal
securities laws), and provided that the acquiror is not the Holder of the
Common Securities or the obligor under the Indenture, the Sponsor or any of its
subsidiaries may at any time and from time to time purchase outstanding Capital
Securities by tender, in the open market or by private agreement.


5.             Voting
Rights - Capital Securities.


(a)           Except as provided
under paragraphs 5(b) and 7 and as otherwise required by law and the
Declaration, the Holders of the Capital Securities will have no voting rights.
The Administrators are required to call a meeting of the Holders of the Capital
Securities if directed to do so by Holders of at least 10% in liquidation
amount of the Capital Securities.


(b)           Subject to the
requirements of obtaining a tax opinion by the Institutional Trustee in certain
circumstances set forth in the last sentence of this paragraph, the Holders of
a Majority in liquidation amount of the Capital Securities, voting separately
as a class, have the right to direct the time, method, and place of conducting
any proceeding for any remedy available to the Institutional Trustee, or
exercising any trust or power conferred upon the Institutional Trustee under
the Declaration, including the right to direct the Institutional Trustee, as
holder of the Debentures, to (i) exercise the remedies available under the
Indenture as the holder of the Debentures, (ii) waive any past default
that is waivable under the Indenture, (iii) exercise any right to rescind
or annul a declaration that the principal of all the Debentures shall be due
and payable or (iv) consent on behalf of all the Holders of the Capital
Securities to any amendment, modification or termination of the Indenture or
the Debentures where such consent shall be required; provided, however,
that, where a consent or action under the Indenture would require the consent
or act of the holders of greater than a simple majority in aggregate principal
amount of Debentures (a “Super Majority”) affected thereby, the
Institutional Trustee may only give such consent or take such action at the
written direction of the Holders of at least the proportion in liquidation
amount of the Capital Securities outstanding which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding. If
the Institutional Trustee fails to enforce its rights under the Debentures
after the Holders of a Majority in liquidation amount of such Capital
Securities have so directed the Institutional Trustee, to the fullest extent
permitted by law, a Holder of the Capital Securities may institute a legal
proceeding directly against the Debenture Issuer to enforce the Institutional
Trustee’s rights under the Debentures without first instituting any legal
proceeding against the Institutional Trustee or any other person or entity.
Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Debenture
Issuer to pay interest or principal on the Debentures on the date the interest
or principal is payable (or in the case of redemption, the Redemption Date or
the Special Redemption Date, as applicable), then a Holder of record of the
Capital Securities may directly institute a proceeding for enforcement of payment,
on or after the respective due dates specified in the Debentures, to such
Holder directly of the principal of or interest on the Debentures having an
aggregate principal amount equal to the aggregate liquidation amount of the
Capital Securities of such Holder. The Institutional Trustee shall notify all
Holders of the Capital Securities of any default actually known to the
Institutional Trustee with respect to the Debentures unless (x) such
default has been cured prior to the giving of such notice or (y) the
Institutional Trustee determines in good faith that the withholding of such
notice is in the interest of the Holders of such Capital Securities, except
where the default relates to the payment of principal of or interest on any of
the Debentures. Such notice shall state that such Indenture Event of Default
also constitutes an Event of Default hereunder. Except with respect to
directing the time, method and place of conducting a proceeding for a remedy,
the Institutional Trustee shall not take any of the actions described in
clauses (i), (ii) or (iii) above unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that, as a result of such
action, the Trust will not be classified as other than a grantor trust for
United States federal income tax purposes.



 I-9
 









In the event the consent
of the Institutional Trustee, as the holder of the Debentures, is required
under the Indenture with respect to any amendment, modification or termination
of the Indenture, the Institutional Trustee shall request the direction 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 of the Securities
voting together as a single class; provided, however, that where
a consent under the Indenture would require the consent of a Super-Majority,
the Institutional Trustee may only give such consent at the direction of the
Holders of at least the proportion in liquidation amount of the Securities
outstanding which the relevant Super-Majority represents of the aggregate
principal amount of the Debentures outstanding. The Institutional Trustee shall
not take any such action in accordance with the directions of the Holders of
the Securities unless the Institutional Trustee has obtained an opinion of tax
counsel to the effect that, as a result of such action, the Trust will not be
classified as other than a grantor trust for United States federal income tax purposes.


A waiver of an Indenture
Event of Default will constitute a waiver of the corresponding Event of Default
hereunder. Any required approval or direction of Holders of the Capital
Securities may be given at a separate meeting of Holders of the Capital Securities
convened for such purpose, at a meeting of all of the Holders of the Securities
in the Trust or pursuant to written consent. The Institutional Trustee will
cause a notice of any meeting at which Holders of the Capital Securities are
entitled to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of the Capital
Securities. Each such notice will include a statement setting forth the
following information (i) the date of such meeting or the date by which
such action is to be taken, (ii) a description of any resolution proposed
for adoption at such meeting on which such Holders are entitled to vote 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 the Holders of
the Capital Securities will be required for the Trust to redeem and cancel
Capital Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.


Notwithstanding that
Holders of the Capital Securities are entitled to vote or consent under any of
the circumstances described above, any of the Capital Securities that are owned
by the Sponsor or any Affiliate of the Sponsor shall not entitle the Holder
thereof to vote or consent and shall, for purposes of such vote or consent, be
treated as if such Capital Securities were not outstanding.


In no event will Holders
of the Capital Securities have the right to vote to appoint, remove or replace
the Administrators, which voting rights are vested exclusively in the Sponsor
as the Holder of all of the Common Securities of the Trust.  Under certain circumstances as more fully
described in the Declaration, Holders of Capital Securities have the right to
vote to appoint, remove or replace the Institutional Trustee and the Delaware
Trustee.


6.             Voting
Rights - Common Securities.


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


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


(c)           Subject to
Section 6.9 of the Declaration and only after each Event of Default (if
any) with respect to the Capital Securities has been cured, waived, or
otherwise eliminated and subject to the requirements of the second to last
sentence of this paragraph, the Holders of a Majority in liquidation amount of the
Common Securities, voting separately as a class, may direct the time, method,
and place of conducting any proceeding for any remedy available to the
Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the
time, 



 I-10
 









method, place of
conducting any proceeding for any remedy available to the Debenture Trustee, or
exercising any trust or power conferred on the Debenture Trustee with respect
to the Debentures, (ii) waiving any past default and its consequences that
is waivable under the Indenture, or (iii) exercising any right to rescind
or annul a declaration that the principal of all the Debentures shall be due
and payable; provided, however, that, where a consent or action
under the Indenture would require a Super Majority, the Institutional Trustee
may only give such consent or take such action at the written direction of the
Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate
principal amount of the Debentures outstanding. Notwithstanding this
paragraph 6(c), the Institutional Trustee shall not revoke any action
previously authorized or approved by a vote or consent of the Holders of the
Capital Securities. Other than with respect to directing the time, method and
place of conducting any proceeding for any remedy available to the
Institutional Trustee or the Debenture Trustee as set forth above, the
Institutional Trustee shall not take any action described in (i), (ii) or
(iii) above, unless the Institutional Trustee has obtained an opinion of tax
counsel to the effect that for the purposes of United States federal income tax
the Trust will not be classified as other than a grantor trust on account of
such action. If the Institutional Trustee fails to enforce its rights, to the
fullest extent permitted by law, under the Declaration, any Holder of the
Common Securities may institute a legal proceeding directly against any Person to
enforce the Institutional Trustee’s rights under the Declaration, without first
instituting a legal proceeding against the Institutional Trustee or any other
Person.


Any approval or direction
of Holders of the Common Securities may be given at a separate 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 pursuant to written
consent.  The Administrators will cause a
notice of any meeting at which Holders of the Common Securities are entitled to
vote, or of any matter upon which action by written consent of such Holders is
to be taken, to be mailed to each Holder of the Common Securities. Each such
notice will include a statement setting forth (i) the date of such meeting
or the date by which such action is to be taken, (ii) a description of any
resolution proposed for adoption at such meeting on which such Holders are
entitled to vote 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 the
Holders of the Common Securities will be required for the Trust to redeem and
cancel Common Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.


7.             Amendments
to Declaration and Indenture.


(a)           In addition to any
requirements under Section 11.1 of the Declaration, if any proposed
amendment to the Declaration provides for, or the Trustees, Sponsor or
Administrators otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities,
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 of the
Declaration, then the Holders of outstanding Securities, voting together as a
single class, will be entitled to vote on such amendment or proposal and such
amendment or proposal shall not be effective except with the approval of the
Holders of at least a Majority in liquidation amount of the Securities,
affected thereby; provided, however, if any amendment or proposal
referred to in clause (i) above would adversely affect only the Capital
Securities or only the Common Securities, then only the affected class will be
entitled to vote on such amendment or proposal and such amendment or proposal
shall not be effective except with the approval of a Majority in liquidation
amount of such class of Securities.


(b)           In the event the
consent of the Institutional Trustee as the holder of the Debentures is
required under the Indenture with respect to any amendment, modification or
termination of 



 I-11
 









the Indenture or the
Debentures, the Institutional Trustee shall request the written direction 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 of the Securities
voting together as a single class; provided, however, that where
a consent under the Indenture would require a Super Majority, the Institutional
Trustee may only give such consent at the direction of the Holders of at least
the proportion in liquidation amount of the Securities which the relevant Super
Majority represents of the aggregate principal amount of the Debentures
outstanding.


(c)           Notwithstanding the
foregoing, no amendment or modification may be made to the Declaration if such
amendment or modification would (i) cause the Trust to be classified for
purposes of United States federal income taxation as other than a grantor
trust, (ii) reduce or otherwise adversely affect the powers of the
Institutional Trustee or (iii) cause the Trust to be deemed an Investment
Company which is required to be registered under the Investment Company Act.


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


8.             Pro Rata.  A reference in these terms of the Securities
to any payment, distribution or treatment as being “Pro Rata” shall mean
pro rata to each Holder of the Securities according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities then outstanding unless, in
relation to a payment, an Event of Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Capital Securities Pro Rata according to the aggregate
liquidation amount of the Capital Securities held by the relevant Holder
relative to the aggregate liquidation amount of all Capital Securities
outstanding, and only after satisfaction of all amounts owed to the Holders of
the Capital Securities, to each Holder of the Common Securities Pro Rata
according to the aggregate liquidation amount of the Common Securities held by
the relevant Holder relative to the aggregate liquidation amount of all Common
Securities outstanding.


9.             Ranking.  The Capital Securities rank pari passu with and payment thereon shall be made Pro Rata
with the Common Securities except that, where an Event of Default has occurred
and is continuing, the rights of Holders of the Common Securities to receive
payment of Distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights of the Holders of the Capital
Securities with the result that no payment of any Distribution on, or
Redemption Price (or Special Redemption Price) of, any Common Security, and no
other payment on account of redemption, liquidation or other acquisition of Common
Securities, shall be made unless payment in full in cash of all accumulated and
unpaid Distributions on all outstanding Capital Securities for all distribution
periods terminating on or prior thereto, or in the case of payment of the
Redemption Price (or Special Redemption Price) the full amount of such
Redemption Price (or Special Redemption Price) on all outstanding Capital
Securities then called for redemption, shall have been made or provided for,
and all funds immediately available to the Institutional Trustee shall first be
applied to the payment in full in cash of all Distributions on, or the
Redemption Price (or Special Redemption Price) of, the Capital Securities then
due and payable.


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



 I-12
 









11.           No Preemptive Rights.
The Holders of the Securities shall have no preemptive or similar rights to
subscribe for any additional securities.


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



 I-13















EXHIBIT
A-1


FORM OF
CAPITAL SECURITY CERTIFICATE


[FORM OF FACE OF SECURITY]


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


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


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.  THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY
ONLY (A) TO THE SPONSOR OR THE TRUST, (B) PURSUANT TO A REGISTRATION
STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT,
(C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN
ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE)
OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED
INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF RULE 501 UNDER
THE SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT, SUBJECT TO THE SPONSOR’S AND THE TRUST’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN 



 A-I-1
 









ACCORDANCE WITH THE
DECLARATION OF TRUST, A COPY OF WHICH MAY BE OBTAINED FROM THE SPONSOR OR THE
TRUST.  HEDGING TRANSACTIONS INVOLVING
THIS SECURITY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.


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


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


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


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


	
  Certificate Number P-1

  	
  15,000 Capital
  Securities

  
	
  [CUSIP NO.
  [         ] ]

  	
   

  



 


September 25, 2007


Certificate Evidencing Floating Rate Capital
Securities


of


First Regional Statutory Trust VIII



 A-I-2
 









(liquidation amount $1,000.00 per Capital Security)


First Regional Statutory
Trust VIII, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that Cede & Co. (the “Holder”)
is the registered owner of capital securities of the Trust representing
undivided beneficial interests in the assets of the Trust, (liquidation amount
$1,000.00 per capital security) (the “Capital Securities”). Subject to the
Declaration (as defined below), the Capital Securities are transferable on the
books and records of the Trust in person or by a duly authorized attorney, upon
surrender of this Certificate duly endorsed and in proper form for transfer.
The Capital Securities represented hereby are issued pursuant to, and the
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the Capital Securities shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of September 25, 2007, among Jack A. Sweeney, H. Anthony
Gartshore and Thomas E. McCullough, as Administrators, Wilmington Trust
Company, as Delaware Trustee, Wilmington Trust Company, as Institutional
Trustee, First Regional Bancorp, as Sponsor, and the holders from 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 forth in Annex I
to such amended and restated declaration as the same may be amended from time
to time (the “Declaration”).  Capitalized
terms used herein but not defined shall have the meaning given them in the
Declaration. The Holder is entitled to the benefits of the Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the
Guarantee, and the Indenture to the Holder without charge upon written request
to the Sponsor at its principal place of business.


Upon receipt of this
Security, the Holder is bound by the Declaration and is entitled to the
benefits thereunder.


By acceptance of this
Security, the Holder agrees to treat, for United States federal income tax
purposes, the Debentures as indebtedness and the Capital Securities as evidence
of beneficial ownership in the Debentures.


This Capital Security is
governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to principles of conflict of laws.


Signatures appear on following page



 A-I-3
 









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


	
  

  	
  FIRST REGIONAL
  STATUTORY TRUST VIII

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Administrator

  
	
   

  	
   

  
	
   

  	
   

  
	
  CERTIFICATE OF AUTHENTICATION

  
	
   

  
	
  This is one of
  the Capital Securities referred to in the within-mentioned Declaration.

  
	
   

  
	
   

  
	
   

  	
  WILMINGTON TRUST
  COMPANY,

  
	
   

  	
  as the
  Institutional Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Officer

  	
   

  



 



 A-I-4
 









[FORM OF REVERSE OF CAPITAL SECURITY]


Distributions payable on
each Capital Security will be payable at an annual rate equal to 8.35% beginning
on (and including) the date of original issuance and ending on (but excluding)
the Distribution Payment Date in December 2007 and at an annual rate for each
successive period beginning on (and including) the Distribution Payment Date in
December 2007, and each succeeding Distribution Payment Date, and ending on
(but excluding) the next succeeding Distribution Payment Date (each a “Distribution
Period”), equal to 3-Month LIBOR, determined as described below, plus 3.15%
(the “Coupon Rate”), applied to the stated liquidation amount of $1,000.00 per
Capital Security, such rate being the rate of interest payable on the
Debentures to be held by the Institutional Trustee. Distributions in arrears
will bear interest thereon compounded quarterly at the Distribution Rate (to
the extent permitted by applicable law). 
The term “Distributions” as used herein includes cash distributions and
any such compounded distributions unless otherwise noted.  A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Institutional
Trustee and to the extent the Institutional Trustee has funds available
therefor.  As used herein, “Determination
Date” means the date that is two London Banking Days (i.e., a business day in
which dealings in deposits in U.S. dollars are transacted in the London
interbank market) preceding the commencement of the relevant Distribution
Period.  The amount of the Distribution
payable for any Distribution Period will be calculated by applying the
Distribution Rate to the stated liquidation amount outstanding at the
commencement of the Distribution Period and multiplying each such number by the
actual number of days in the Distribution Period concerned divided by 360.


“3-Month LIBOR” as used
herein, means the London interbank offered interest rate for three-month U.S.
dollar deposits determined by the Debenture Trustee in the following order of
priority:  (i) the rate (expressed as a
percentage per annum) for U.S. dollar deposits having a three-month maturity that
appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the related
Determination Date (“Reuters Page LIBOR01” means the display designated as “LIBOR01”
on Reuters or such other page as may replace Reuters Page LIBOR01 on that
service or such other service or services as may be nominated by the British
Bankers’ Association as the information vendor for the purpose of displaying
London interbank offered rates for U.S. dollar deposits); (ii) if such rate
cannot be identified on the related Determination Date, the Debenture Trustee
will request the principal London offices of four leading banks in the London
interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of 11:00 a.m. (London time) on
such Determination Date.  If at least two
quotations are provided, 3-Month LIBOR will be the arithmetic mean of such
quotations; (iii) if fewer than two such quotations are provided as requested
in clause (ii) above, the Debenture Trustee will request four major New York
City banks to provide such banks’ offered quotations (expressed as percentages
per annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m.
(London time) on such Determination Date. 
If at least two such quotations are provided, 3-Month LIBOR will be the
arithmetic mean of such quotations; and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a
3-Month LIBOR determined with respect to the Distribution Period immediately
preceding such current Distribution Period. 
If the rate for U.S. dollar deposits having a three-month maturity that
initially appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the
related Determination Date is superseded on the Reuters Page LIBOR01 by a
corrected rate by 12:00 noon (London time) on such Determination Date, then the
corrected rate as so substituted on the applicable page will be the applicable
3-Month LIBOR for such Determination Date.


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


All percentages resulting
from any calculations on the Capital Securities will be rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
..09876545) being rounded to 9.87655% (or 



 A-I-5
 









.0987655), and all dollar
amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward)).


Except as otherwise
described below, Distributions on the Capital Securities will be cumulative,
will accrue from the date of original issuance and will be payable quarterly in
arrears on March 15, June 15, September 15 and December 15
of each year or if any such day is not a Business Day, then the next succeeding
Business Day (each such day, a “Distribution Payment Date”) (it being
understood that interest accrues for any such non-Business Day), commencing on
the Distribution Payment Date in December 2007. 
The Debenture Issuer has the right under the Indenture to defer payments
of interest on the Debentures, so long as no Acceleration Event of Default has
occurred and is continuing, by extending the interest payment period on the
Debentures 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
conditions described below, during which Extension Period no interest shall be
due and payable.  During any Extension
Period, interest will continue to accrue on the Debentures, and interest on
such accrued interest will accrue at an annual rate equal to the Distribution
Rate in effect for each such Extension Period, compounded quarterly from the
date such interest would have been payable were it not for the Extension
Period, to the extent permitted by law (such interest referred to herein as “Additional
Interest”). No Extension Period may end on a date other than a Distribution
Payment Date. At the end of any such Extension Period, the Debenture Issuer
shall pay all interest then accrued and unpaid on the Debentures (together with
Additional Interest thereon); provided, however, that no
Extension Period may extend beyond the Maturity Date.  Prior to the termination of any Extension
Period, the Debenture Issuer may further extend such period, provided that such
period together with all such previous and further consecutive extensions
thereof shall not exceed 20 consecutive quarterly periods, or extend beyond the
Maturity Date. Upon the termination of any Extension Period and upon the
payment of all accrued and unpaid interest and Additional Interest, the
Debenture Issuer may commence a new Extension Period, subject to the foregoing
requirements.  No interest or Additional
Interest shall be due and payable during an Extension Period, except at the end
thereof, but each installment of interest that would otherwise have been due
and payable during such Extension Period shall bear Additional Interest.  During any Extension Period, Distributions on
the Capital Securities shall be deferred for a period equal to the Extension
Period.  If Distributions are deferred,
the Distributions due shall be paid on the date that the related Extension
Period terminates, to Holders of the Securities as they appear on the books and
records of the Trust on the record date immediately preceding such date.
Distributions on the Securities must be paid on the dates payable (after giving
effect to any Extension Period) to the extent that the Trust has funds
available for the payment of such distributions in the Property Account of the
Trust.  The Trust’s funds available for
Distribution to the Holders of the Securities will be limited to payments
received from the Debenture Issuer.  The
payment of Distributions out of moneys held by the Trust is guaranteed by the Guarantor
pursuant to the Guarantee.


The Capital Securities
shall be redeemable as provided in the Declaration.



 A-I-6
 









ASSIGNMENT


FOR VALUE RECEIVED, the
undersigned assigns and transfers this Capital Security Certificate to:


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


(Insert address and zip
code of assignee) and irrevocably appoints


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


	
  

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
					



 


(Sign exactly as
your name appears on the other side of this Capital Security Certificate)


Signature Guarantee:(1)






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



 A-I-7















EXHIBIT A-2


FORM OF COMMON SECURITY CERTIFICATE


THIS COMMON SECURITY HAS
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EXEMPTION FROM REGISTRATION.


THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION.


Certificate Number C-1                                                                                                        464 Common Securities


September 25, 2007


Certificate Evidencing Floating Rate Common Securities


of


First Regional Statutory Trust VIII


First Regional Statutory
Trust VIII, a statutory trust created under the laws of the State of
Delaware (the “Trust”), hereby certifies that First Regional Bancorp (the “Holder”)
is the registered owner of common securities of the Trust representing undivided
beneficial interests in the assets of the Trust (the “Common Securities”).  The Common Securities represented hereby are
issued pursuant to, and the designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities shall in
all respects be subject to, the provisions of the Amended and Restated
Declaration of Trust of the Trust dated as of September 25, 2007, among
Jack A. Sweeney, H. Anthony Gartshore and Thomas E. McCullough,
as Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington
Trust Company, as Institutional Trustee, First Regional Bancorp, as Sponsor,
and the holders from time to time of undivided beneficial interest in the
assets of the Trust including the designation of the terms of the Common
Securities as set forth in Annex I to such amended and restated declaration, as
the same may be amended from time to time (the “Declaration”).  Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration.  The Holder is entitled to the benefits of the
Guarantee to the extent provided therein. 
The Sponsor will provide a copy of the Declaration, the Guarantee and
the Indenture to the Holder without charge upon written request to the Sponsor
at its principal place of business.


As set forth in the
Declaration, when an Event of Default has occurred and is continuing, the
rights of Holders of Common Securities to payment in respect of Distributions
and payments upon Liquidation, redemption or otherwise are subordinated to the
rights of payment of Holders of the Capital Securities.


Upon receipt of this
Certificate, the Holder is bound by the Declaration and is entitled to the
benefits thereunder.


By acceptance of this
Certificate, the Holder agrees to treat, for United States federal income tax
purposes, the Debentures as indebtedness and the Common Securities as evidence
of undivided beneficial ownership in the Debentures.


This Common Security is
governed by, and construed in accordance with, the laws of the State of
Delaware, without regard to principles of conflict of laws.



 A-2-1
 









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


	
  

  	
  FIRST REGIONAL STATUTORY
  TRUST VIII

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Administrator

  



 



 A-2-2
 









[FORM OF REVERSE OF COMMON SECURITY]


Distributions payable on
each Common Security will be payable at an annual rate equal to 8.35% beginning
on (and including) the date of original issuance and ending on (but excluding)
the Distribution Payment Date in December 2007 and at an annual rate for each
successive period beginning on (and including) the Distribution Payment Date in
December 2007, and each succeeding Distribution Payment Date, and ending on
(but excluding) the next succeeding Distribution Payment Date (each a “Distribution
Period”), equal to 3-Month LIBOR,
determined as described below, plus 3.15% (the “Coupon Rate”), applied to the
stated liquidation amount of $1,000.00 per Common Security, such rate being the
rate of interest payable on the Debentures to be held by the Institutional
Trustee. Distributions in arrears will bear interest thereon compounded
quarterly at the Distribution Rate (to the extent permitted by applicable
law).  The term “Distributions” as used
herein includes cash distributions and any such compounded distributions unless
otherwise noted.  A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Institutional Trustee and to the extent the Institutional Trustee has
funds available therefor.  As used
herein, “Determination Date” means the date that is two London Banking Days
(i.e., a business day in which dealings in deposits in U.S. dollars are
transacted in the London interbank market) preceding the commencement of the
relevant Distribution Period.  The amount
of the Distribution payable for any Distribution Period will be calculated by
applying the Distribution Rate to the stated liquidation amount outstanding at
the commencement of the Distribution Period and multiplying each such number by
the actual number of days in the Distribution Period concerned divided by 360.


“3-Month LIBOR” as used
herein, means the London interbank offered interest rate for three-month U.S.
dollar deposits determined by the Debenture Trustee in the following order of
priority:  (i) the rate (expressed as a
percentage per annum) for U.S. dollar deposits having a three-month maturity
that appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the
related Determination Date (“Reuters Page LIBOR01” means the display designated
as “LIBOR01” on Reuters or such other page as may replace Reuters Page LIBOR01
on that service or such other service or services as may be nominated by the
British Bankers’ Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollar deposits); (ii) if
such rate cannot be identified on the related Determination Date, the Debenture
Trustee will request the principal London offices of four leading banks in the
London interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of 11:00 a.m. (London time) on
such Determination Date.  If at least two
quotations are provided, 3-Month LIBOR will be the arithmetic mean of such
quotations; (iii) if fewer than two such quotations are provided as requested
in clause (ii) above, the Debenture Trustee will request four major New York
City banks to provide such banks’ offered quotations (expressed as percentages
per annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m.
(London time) on such Determination Date. 
If at least two such quotations are provided, 3-Month LIBOR will be the
arithmetic mean of such quotations; and (iv) if fewer than two such quotations
are provided as requested in clause (iii) above, 3-Month LIBOR will be a
3-Month LIBOR determined with respect to the Distribution Period immediately
preceding such current Distribution Period. 
If the rate for U.S. dollar deposits having a three-month maturity that
initially appears on Reuters Page LIBOR01 as of 11:00 a.m. (London time) on the
related Determination Date is superseded on the Reuters Page LIBOR01 by a
corrected rate by 12:00 noon (London time) on such Determination Date, then the
corrected rate as so substituted on the applicable page will be the applicable
3-Month LIBOR for such Determination Date.


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


All percentages resulting
from any calculations on the Common Securities will be rounded, if necessary,
to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of
a percentage point rounded upward (e.g., 9.876545% (or .09876545) being rounded
to 9.87655% (or 



 A-2-3
 









.0987655), and all dollar
amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent
being rounded upward)).


Except as otherwise
described below, Distributions on the Common Securities will be cumulative,
will accrue from the date of original issuance and will be payable quarterly in
arrears on March 15, June 15, September 15 and December 15
of each year or if any such day is not a Business Day, then the next succeeding
Business Day (each such day, a “Distribution Payment Date”) (it being
understood that interest accrues for any such non-Business Day), commencing on
the Distribution Payment Date in December 2007. 
The Debenture Issuer has the right under the Indenture to defer payments
of interest on the Debentures, so long as no Acceleration Event of Default has
occurred and is continuing, by extending the interest payment period on the
Debentures 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
conditions described below, during which Extension Period no interest shall be
due and payable.  During any Extension
Period, interest will continue to accrue on the Debentures, and interest on
such accrued interest will accrue at an annual rate equal to the Distribution
Rate in effect for each such Extension Period, compounded quarterly from the
date such interest would have been payable were it not for the Extension
Period, to the extent permitted by law (such interest referred to herein as “Additional
Interest”). No Extension Period may end on a date other than a Distribution
Payment Date.  At the end of any such
Extension Period, the Debenture Issuer shall pay all interest then accrued and
unpaid on the Debentures (together with Additional Interest thereon); provided,
however, that no Extension Period may extend beyond the Maturity
Date.  Prior to the termination of any
Extension Period, the Debenture Issuer may further extend such period, provided
that such period together with all such previous and further consecutive
extensions thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date. Upon the termination of any Extension Period and upon
the payment of all accrued and unpaid interest and Additional Interest, the
Debenture Issuer may commence a new Extension Period, subject to the foregoing
requirements. No interest or Additional Interest shall be due and payable
during an Extension Period, except at the end thereof, but each installment of
interest that would otherwise have been due and payable during such Extension
Period shall bear Additional Interest. 
During any Extension Period, Distributions on the Common Securities
shall be deferred for a period equal to the Extension Period.  If Distributions are deferred, the
Distributions due shall be paid on the date that the related Extension Period
terminates, to Holders of the Securities as they appear on the books and
records of the Trust on the record date immediately preceding such date.
Distributions on the Securities must be paid on the dates payable (after giving
effect to any Extension Period) to the extent that the Trust has funds
available for the payment of such distributions in the Property Account of the
Trust. The Trust’s funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture Issuer.


The Common Securities
shall be redeemable as provided in the Declaration.



 A-2-4
 









ASSIGNMENT


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


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


(Insert address and zip
code of assignee) and irrevocably appoints


	
  

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

  
	
   

  	
   

  	
   

  	
   

  
	
  

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Sign exactly as
  your name appears on the other side of this Common Security Certificate)

  
	
   

  	
   

  
	
  

  	
  Signature:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Sign exactly as
  your name appears on the other side of this Common Security Certificate)

  
					



                                                


Signature Guarantee(2)






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



 A-2-5















EXHIBIT B


SPECIMEN OF INITIAL DEBENTURE


[incorporated
by reference to Exhibit A to the indenture dated September 25, 2007, which
indenture is included as Exhibit 4.1 to the Form 8-K which this Exhibit 4.3
forms a part]



 B-1















EXHIBIT C


PLACEMENT AGREEMENT


C-1



 C-1