UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 
Form 10-K 
 	 	 	
(Mark One) 	 	 	
☑ 	 	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.	
 	
 	 	For the fiscal year ended December 31, 2003	
or	
 	
o	 	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.	
 	
 	 	For the transition period from      N/A     to     N/A	
Commission file number 1-10140 
CVB FINANCIAL CORP. 
(Exact name of registrant as specified in its charter) 
 	 	 	
California	 	95-3629339	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 	
701 N. Haven Avenue, Suite 350
Ontario, California	 	91764	
(Address of Principal Executive Offices)	 	(Zip Code)	
Registrant’s telephone number, including area code (909) 980-4030 
Securities registered pursuant to Section 12(b) of the Act: 
None 
Securities registered pursuant to Section 12(g) of the Act: 
 	 	 	
(Title of Class)		(Title of Class)	
			
Common Stock, no par value 	 	Preferred Stock Purchase Rights 	
      Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes ☑          No o 
      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o 
      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes ☑          No o 
      As of June 30, 2003, the aggregate market value of the common stock held by non-affiliates of the registrant was approximately $846,369,387. 
      Number of shares of common stock of the registrant outstanding as of March 10, 2004: 48,374,784. 
 	 	 	
Documents Incorporated By Reference		Part of	
			
Definitive Proxy Statement for the Annual Meeting of Stockholders which will be filed within 120 days of the fiscal year ended December 31, 2003 	 	Part III of Form 10-K 	

 
CVB FINANCIAL CORP. 
2003 ANNUAL REPORT ON FORM 10-K 
TABLE OF CONTENTS 
 	 	 	 	 	 	 	
 PART I	
 Item 1. 	 	Business 	 	 	2	 	
 Item 2. 	 	Properties 	 	 	15	 	
 Item 3. 	 	Legal Proceedings 	 	 	15	 	
 Item 4. 	 	Submission of Matters to a Vote of Security Holders 	 	 	16	 	
 Item 4(a). 	 	Executive Officers of the Registrant 	 	 	16	 	
 PART II	
 Item 5. 	 	Market for the Registrant’s Common Equity and Related Stockholder Matters 	 	 	17	 	
 Item 6. 	 	Selected Financial Data 	 	 	18	 	
 Item 7. 	 	Management’s Discussion and Analysis of Financial Condition and the Results of Operations 	 	 	19	 	
 	 	 General 	 	 	19	 	
 	 	 Overview 	 	 	19	 	
 	 	 Critical Accounting Policies 	 	 	20	 	
 	 	 Analysis of the Results of Operations 	 	 	21	 	
 	 	 Analysis of Financial Condition 	 	 	32	 	
 	 	 Risk Management 	 	 	42	 	
 Item 7A. 	 	Quantitative and Qualitative Disclosures About Market Risk 	 	 	53	 	
 Item 8. 	 	Financial Statements and Supplementary Data 	 	 	54	 	
 Item 9. 	 	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 	 	 	54	 	
 Item 9A. 	 	Controls and Procedures 	 	 	54	 	
 PART III	
 Item 10. 	 	Directors and Executive Officers of the Registrant 	 	 	55	 	
 Item 11. 	 	Executive Compensation 	 	 	55	 	
 Item 12. 	 	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 	 	 	55	 	
 Item 13. 	 	Certain Relationships and Related Transactions 	 	 	56	 	
 Item 14. 	 	Principal Accountant Fees and Services 	 	 	56	 	
 PART IV	
 Item 15. 	 	Exhibits, Financial Statement Schedules, and Reports on Form 8-K 	 	 	57	 	
1 

INTRODUCTION 
      Certain statements in this report constitute “forward-looking statements” under Section 27A of the 1934 Act and Section 21E of the 1934 Act, and as such involve risk and uncertainties. These forward-looking statements relate to, among other things, expectations of the environment in which we operate, projections of future performance, perceived opportunities in the market and strategies regarding our mission and vision. Our actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include but are not limited to economic conditions, competition in the geographic and business areas in which we conduct our operations, fluctuations in interest rates, credit quality and government regulation. For additional information concerning these factors, see “Item 1. Business — Risk Factors that May Affect Future Results.” We do not undertake any obligations to update our forward-looking statements to reflect occurrence or unanticipated events or circumstances after the date of such statements. 
PART I 

Item 1.	Business	
CVB Financial Corp. 
      CVB Financial Corp. (referred to herein on an unconsolidated basis as “CVB” and on a consolidated basis as the “Company”) is a bank holding company incorporated in California on April 27, 1981 and registered under the Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act”). The Company commenced business on December 30, 1981 when, pursuant to a reorganization, it acquired all of the voting stock of Chino Valley Bank. On March 29, 1996, Chino Valley Bank changed its name to Citizens Business Bank (the “Bank”). The Bank is the Company’s principal asset. The Company has another operating subsidiary, Community Trust Deed Services (“Community”). CVB is also the common stockholder of CVB Statutory Trust I and CVB Statutory Trust II, which were created in December 2003 to issue trust preferred securities in order to raise capital for the Company. The Bank has one operating subsidiary, Golden West Enterprises, Inc, which engages in automobile and equipment leasing, and brokers mortgage loans. 
      CVB’s principal business is to serve as a holding company for the Bank, Community, and for other banking or banking related subsidiaries which the Company may establish or acquire. We have not engaged in any other activities to date. As a legal entity separate and distinct from its subsidiaries, CVB’s principal source of funds is, and will continue to be, dividends paid by and other funds advanced from primarily the Bank. Legal limitations are imposed on the amount of dividends that may be paid and loans that may be made by the Bank to CVB. See “Item 1. Business — Supervision and Regulation — Dividends and Other Transfers of Funds.” At December 31, 2003, the Company had $3.85 billion in total consolidated assets, $1.74 billion in net loans and $2.66 billion in deposits. 
      The principal executive offices of CVB and the Bank are located at 701 North Haven Avenue, Suite 350, Ontario, California. Our phone number is (909) 980-4030. 
Citizens Business Bank 
      The Bank commenced operations as a California state chartered bank on August 9, 1974. The Bank’s deposit accounts are insured under the Federal Deposit Insurance Act up to applicable limits. The Bank is not a member of the Federal Reserve System. At December 31, 2003, the Bank had $3.85 billion in assets, $1.74 billion in net loans and $2.67 billion in deposits. 
      We currently have 37 Business Financial Centers located in the Inland Empire, San Gabriel Valley, Orange County, Los Angeles County, Fresno County, Tulare County, and Kern County areas of California. Of the 37 offices, we opened eleven as de novo branches and acquired the other twenty-six in acquisition transactions. Since the beginning of 1995, we have added nineteen offices, one in 1995, four in 1996, seven in 1999, one in 2001, one in 2002, and five in 2003. 
2 

      Through our network of banking offices, we emphasize personalized service combined with a full range of banking and trust services for businesses, professionals and individuals located in the service areas of our offices. Although we focus the marketing of our services to small-and medium-sized businesses, a full range of retail banking services are made available to the local consumer market. 
      We offer a wide range of deposit instruments. These include checking, savings, money market and time certificates of deposit for both business and personal accounts. We also serve as a federal tax depository for our business customers. 
      We provide a full complement of lending products, including commercial, agribusiness, consumer, real estate loans and equipment and vehicle leasing. Commercial products include lines of credit and other working capital financing, accounts receivable lending and letters of credit. Agribusiness products are loans to finance the operating needs of wholesale dairy farm operations, cattle feeders, livestock raisers, and farmers. Financing products for consumers include automobile leasing and financing, lines of credit, and home improvement and home equity lines of credit. Real estate loans include mortgage and construction loans. 
      We also offer a wide range of specialized services designed for the needs of our commercial accounts. These services include cash management systems for monitoring cash flow, a credit card program for merchants, courier pick-up and delivery, payroll services, electronic funds transfers by way of domestic and international wires and automated clearinghouse, and on-line account access. We make available investment products to customers, including mutual funds, a full array of fixed income vehicles and a program to diversify our customers’ funds in federally insured time certificates of deposit of other institutions. 
      We offer a wide range of financial services and trust services through our Wealth Management Division. These services include fiduciary services, mutual funds, annuities, 401K plans and individual investment accounts. 
      On September 19, 2003, the Company acquired 100% of the stock of Kaweah National Bank by merger. The purchase price, including the cancellation of Kaweah stock options, was $15.5 million. The transaction was accounted for under the purchase method of accounting. The Company issued 400,796 shares of our common stock, with a then market value of approximately $7.9 million, to shareholders of Kaweah National Bank and the Bank paid the remainder of the acquisition price in cash. 
      Kaweah National Bank was established in 1991 with its headquarters located in Visalia, California, with branches in Tulare, Porterville and McFarland. All of its offices are located in the Central Valley region of California. Kaweah National Bank had total assets of $86.7 million, total deposits of $81.7 million and total loans of $72.7 million as of September 19, 2003, the date of acquisition. 
      We continue to strive to grow our business both internally and through strategic acquisitions. The acquisition of Kaweah National Bank and the opening of a de novo branch in Fresno, in the second quarter of 2003, enhanced our “Central Valley Initiative”, aimed at growing our presence in the country’s largest agricultural area. 
Golden West Enterprises, Inc. 
      The Bank owns 100% of the voting stock of Golden West Enterprises, Inc., which is located in Costa Mesa, California. Golden West Enterprises, Inc., provides automobile and equipment leasing, and brokers mortgage loans. As of December 31, 2003, Golden West Enterprises, Inc. had $28.5 million in lease receivables. 
Community Trust Deed Services 
      The Company owns 100% of the voting stock of Community, which has one office. Community’s services, which are provided to the Bank and non-affiliated persons, include preparing and filing notices of default, reconveyances and related documents and acting as a trustee under deeds of trust. At present, the assets, revenues and earnings of Community are not material in amount when compared to the Bank. 
3 

CVB Statutory Trust I 
      CVB Statutory Trust I was created on December 17, 2003 for the exclusive purpose of issuing and selling 6.51% Trust Preferred Securities. The Company invested $1,238,000 to establish the Trust. The $1,238,000 was recorded as “investment in CVB Statutory Trust I” and is presented as part of the “other assets” on the Consolidated Balance Sheets. On December 17, 2003, CVB Statutory Trust I completed a $40,000,000 offering of Trust Preferred Securities and used the gross proceeds from the offering and other cash totaling $41,238,000 to purchase a like amount of junior subordinated debentures of the Company. For additional information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and The Results of Operations — Capital Resources.” 
CVB Statutory Trust II 
      CVB Statutory Trust II was created on December 15, 2003 for the exclusive purpose of issuing and selling 6.46% Trust Preferred Securities. The Company invested $1,238,000 to establish the Trust. The $1,238,000 was recorded as “investment in CVB Statutory Trust II” and is presented as part of the “other assets” on the Consolidated Balance Sheets. On December 15, 2003, CVB Statutory Trust II completed a $40,000,000 offering of Trust Preferred Securities and used the gross proceeds from the offering and other cash totaling $41,238,000 to purchase a like amount of junior subordinated debentures of the Company. For additional information, see “Item 7. Management’s Discussion and Analysis of Financial Condition and The Results of Operations — Capital Resources.” 
Employees 
      At December 31, 2003, we employed 670 persons, 459 on a full-time and 211 on a part-time basis. We believe that our employee relations are satisfactory. 
Competition 
      The banking and financial services industry is highly competitive. The increasingly competitive environment is a result primarily of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial services providers. We compete for loans, deposits, and customers with other commercial banks, savings and loan associations, securities and brokerage companies, mortgage companies, insurance companies, finance companies, money market funds, credit unions, and other nonbank financial service providers. Many of our competitors are much larger in total assets and capitalization, have greater access to capital markets and offer a broader range of financial services. 
Economic Conditions, Government Policies, Legislation, and Regulation 
      Our profitability, like most financial institutions, is primarily dependent on interest rate differentials. In general, the difference between the interest rates paid by us on interest-bearing liabilities, such as deposits and other borrowings, and the interest rates received by us on our interest-earning assets, such as loans extended to its clients and securities held in its investment portfolio, will initially comprise the major portion of our earnings. These rates are highly sensitive to many factors that are beyond our control, such as inflation, recession and unemployment, and the impact which future changes in domestic and foreign economic conditions might have on us cannot be predicted. 
      Our business is also influenced by the monetary and fiscal policies of the federal government and the policies of regulatory agencies, particularly the Board of Governors of the Federal Reserve System (the “FRB”). The FRB implements national monetary policies (with objectives such as curbing inflation and combating recession) through its open-market operations in U.S. Government securities by adjusting the required level of reserves for depository institutions subject to its reserve requirements, and by varying the target federal funds and discount rates applicable to borrowings by depository institutions. The actions of the FRB in these areas influence the growth of bank loans, investments, and deposits and also affect interest rates earned on interest-earning assets and paid on interest-bearing liabilities. The nature and impact on us of any future changes in monetary and fiscal policies cannot be predicted. 
4 

      From time to time, legislation, as well as regulations, are enacted which have the effect of increasing the cost of doing business, limiting or expanding permissible activities, or affecting the competitive balance between banks and other financial services providers. Proposals to change the laws and regulations governing the operations and taxation of banks, bank holding companies, and other financial institutions and financial services providers are frequently made by the U.S. Congress, by the state legislature, and various regulatory agencies. This legislation may change banking statutes and our operating environment in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. We cannot predict whether any of this potential legislation will be enacted, and if enacted, the effect that it, or any implementing regulations, would have on our financial condition or results of operations. 
Supervision and Regulation 
              General 
      Bank holding companies and banks are extensively regulated under both federal and state law. This regulation is intended primarily for the protection of depositors and the deposit insurance fund and not for the benefit of our shareholders. Set forth below is a summary description of the material laws and regulations which relate to our operations. The description is qualified in its entirety by reference to the applicable laws and regulations. 
              CVB 
      CVB is a registered bank holding company, and subject to regulation and examination by the FRB under the Bank Holding Company Act of 1956, as amended (the “BHCA”). We are required to file with the FRB periodic reports and such additional information as the FRB may require. 
      The FRB may require that we terminate an activity or terminate control of or liquidate or divest certain subsidiaries, affiliates or investments when the FRB believes the activity or the control of the subsidiary or affiliate constitutes a significant risk to the financial safety, soundness or stability of any of its banking subsidiaries. The FRB also has the authority to regulate provisions of certain bank holding company debt, including the authority to impose interest ceilings and reserve requirements on such debt. Under certain circumstances, we must file written notice and obtain FRB approval prior to purchasing or redeeming its equity securities. 
      Further, we are required by the FRB to maintain certain levels of capital. See “— Capital Standards.” 
      We are required to obtain prior FRB approval for the acquisition of more than 5% of the outstanding shares of any class of voting securities or substantially all of the assets of any bank or bank holding company. Prior FRB approval is also required for the merger or consolidation of CVB and another bank holding company. 
      We are prohibited by the BHCA, except in certain statutorily prescribed instances, from acquiring direct or indirect ownership or control of more than 5% of the outstanding voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or furnishing services to its subsidiaries. However, subject to the prior FRB approval, we may engage in any, or acquire shares of companies engaged in, activities that the FRB deems to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. 
      Under FRB regulations, a bank holding company is required to serve as a source of financial and managerial strength to our subsidiary banks and may not conduct operations in an unsafe or unsound manner. In addition, it is the FRB’s policy that a bank holding company should stand ready to use available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity and should maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks. A bank holding company’s failure to meet its obligations to serve as a source of strength 
5 

to its subsidiary banks will generally be considered by the FRB to be an unsafe and unsound banking practice or a violation of FRB regulations or both. 
      CVB is also a bank holding company within the meaning of Section 3700 of the California Financial Code. As such, CVB and its subsidiaries are subject to examination by, and may be required to file reports with, the California Department of Financial Institutions. 
      Our securities are registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are subject to the information, proxy solicitation, insider trading, corporate governance, and other requirements and restrictions of the Exchange Act. 
              The Bank 
      As a California chartered bank, the Bank is subject to primary supervision, periodic examination, and regulation by the California Commissioner of Financial Institutions (“Commissioner”) and the Federal Deposit Insurance Corporation (“FDIC”), as well as certain regulations promulgated by the FRB. If, as a result of an examination of the bank, the FDIC should determine that the financial condition, capital resources, asset quality, earnings prospects, management, liquidity, or other aspects of our operations are unsatisfactory or that we are violating or have violated any law or regulation, various remedies are available to the FDIC. Such remedies include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in capital, to restrict our growth, to assess civil monetary penalties, to remove officers and directors, and ultimately to terminate our deposit insurance, which would result in a revocation of the Bank’s charter. The Commissioner separately has many of the same remedial powers. 
      Because California permits commercial banks chartered by the state to engage in any activity permissible for national banks, we can form subsidiaries to engage in expanded financial activities, to the same extent as a national bank. However, in order to form a financial subsidiary, we must be well capitalized and would be subject to the same capital deduction, risk management and affiliate transaction rules as applicable to national banks. Generally, a financial subsidiary is permitted to engage in activities that are “financial in nature” or incidental thereto, even though they are not permissible for the national bank itself. The definition of “financial in nature” includes, among other items, underwriting, dealing in or making a market in securities, including, for example, distributing shares of mutual funds. The subsidiary may not, however, engage as principal in underwriting insurance, issue annuities or engage in real estate development or investment or merchant banking. 
              The Sarbanes-Oxley Act of 2002 
      On July 30, 2002, President Bush signed into law The Sarbanes-Oxley Act of 2002. This new legislation addresses accounting oversight and corporate governance matters, including: 
			
 	• 	the creation of a five-member oversight board appointed by the Securities & Exchange Commission that will set standards for accountants and have investigative and disciplinary powers; 	
 		
 	• 	the prohibition of accounting firms from providing various types of consulting services to public clients and requiring accounting firms to rotate partners among public client assignments every five years; 	
 		
 	• 	increased penalties for financial crimes; 	
 		
 	• 	expanded disclosure of corporate operations and internal controls and required executive certification of financial presentations; 	
 		
 	• 	increased requirements for board audit committees and their members; 	
 		
 	• 	enhanced controls on, and reporting of, insider trading; and 	
 		
 	• 	statutory separations between investment bankers and analysts. 	
6 

      The new legislation and its implementing regulations will result in increased costs of compliance, including certain outside professional costs. 
              USA Patriot Act of 2001 
      The USA Patriot Act of 2001 and its implementing regulations significantly expanded the anti-money laundering and financial transparency laws, including: 
			
 	• 	due diligence requirements for financial institutions that administer, maintain, or manage private bank accounts or correspondent accounts for non-US persons; 	
 		
 	• 	standards for verifying customer identification at account opening and maintaining expanded records; 	
 		
 	• 	rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering; 	
 		
 	• 	reports by non-financial businesses filed with the U.S. Treasury Department for cash transactions exceeding $10,000; and 	
 		
 	• 	suspicious activities reports securities by brokers and dealers if they believe a customer may be violating U.S. laws and regulations. 	
              Merchant Banking Restrictions 
      While the BHCA generally prohibits bank holding companies from owning more than 5 percent of the voting stock of non-financial companies, with limited exceptions, financial holding companies are permitted to engage in merchant banking activities. Permissible merchant banking investments are defined as investments that meet two important requirements: 
			
 	• 	the investment may only be held for a period of time to enable the resale of the investment (generally current regulations allow for a 10-year holding period for direct investments and a 15-year holding period for investments in private equity funds), and 	
 		
 	• 	while the investment is held by the financial holding company, the investing financial holding company may not routinely manage or operate the commercial firm except as necessary or required to obtain a reasonable return on the investment on resale. 	
      In addition, there are limits on bank funding of portfolio companies controlled by the bank’s parent financial holding company, transactions between the bank and portfolio companies and on cross-marketing activities between banks and portfolio companies owned by the same financial holding company. However, current rules do not prevent a depository institution from marketing the shares of private equity funds controlled by an affiliated financial holding company, and do not apply to situations in which the financial holding company owns less than 5 percent of the voting shares of the portfolio company. 
      Furthermore, capital requirements for merchant banking activities and certain other equity investments employ a sliding scale based on each banking organization’s aggregate equity investments in non-financial entities and Tier I capital, requiring banks or holding companies to hold regulatory capital equal to: 
			
 	• 	8 cents for every $1 of equity investments up to 15% of Tier I capital; 	
 		
 	• 	12 cents for every $1 of investments for the next 10% of Tier I capital; and 	
 		
 	• 	25 cents for every $1 exceeding 25% of Tier I capital. 	
      The first 15% of investments that banking companies make through small-business investment companies (SBICs) is exempt; however, the sliding scale applies for any such investments over 15%. 

	Fair and Accurate Credit Transactions Act	
      In December 2003, President Bush signed into law the Fair and Accurate Credit Transactions Act (“FACT Act”), which sets new obligations for financial firms to help deter identity theft and give consumers 
7 

more control of their credit data. It also reauthorizes a federal ban on state laws that interfere with corporate credit granting and marketing practices. The FRB and the Federal Trade Commission (“FTC”) are required to draft regulations to implement the FACT Act. It is not possible at this time to determine the impact of such regulations that are to be drafted; however, the FRB and FTC recently announced that businesses will have until December 1, 2004 to comply with the new initiatives. 
      Privacy 
      Federal banking rules limit the ability of banks and other financial institutions to disclose non-public information about consumers to nonaffiliated third parties. Pursuant to these rules, financial institutions must provide: 
			
 	• 	initial notices to customers about their privacy policies, describing the conditions under which they may disclose nonpublic personal information to nonaffiliated third parties and affiliates; 	
 		
 	• 	annual notices of their privacy policies to current customers; and 	
 		
 	• 	a reasonable method for customers to “opt out” of disclosures to nonaffiliated third parties. 	
      These privacy provisions affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. CVB has implemented our privacy policies in accordance with the law. 
      In recent years, a number of states have implemented their own versions of privacy laws. For example, in 2003, California adopted standards that are tougher than federal law, allowing bank customers the opportunity to bar financial companies from sharing information with their affiliates. 
      On December 22, 2003, the SEC issued the advance notice of proposed rulemaking along with the federal banking agencies and other government agencies seeking comment on whether they should consider amending current regulations “to allow or require financial institutions to provide alternative types of privacy notices, such as a short privacy notice, that would be easier for consumers to understand.” The concept release lists more than 40 questions regarding which the agencies seek comment from the public, organized in the following categories: goals of a privacy notice, elements of a privacy notice, language of a privacy notice, format of a privacy notice, mandatory and permissible aspects of a privacy notice, costs and benefits of a short notice, and other categories. 
                  Interagency Guidance on Response Programs to Protect Against Identity Theft 
      On August 12, 2003, the Federal bank and thrift regulatory agencies requested public comment on proposed guidance that would require financial institutions to develop programs to respond to incidents of unauthorized access to customer information, including procedures for notifying customers under certain circumstances. The proposed guidance including: 
			
 	• 	interprets previously issued interagency customer information security guidelines that require financial institutions to implement information security programs designed to protect their customers’ information; and 	
 		
 	• 	describes the components of a response program and sets a standard for providing notice to customers affected by unauthorized access to or use of customer information that could result in substantial harm or inconvenience to those customers, thereby reducing the risk of losses due to fraud or identity theft. 	
      We are not able at this time to determine the impact of any such proposed guidance on our financial condition or results of operation. 
                  Dividends and Other Transfers of Funds 
      Dividends from the Bank constitute the principal source of income to the CVB. CVB is a legal entity separate and distinct from the Bank. The Bank is subject to various statutory and regulatory restrictions on its ability to pay dividends to the CVB. Under such restrictions, the amount available for payment of dividends to 
8 

CVB by the Bank totaled $72.0 million at December 31, 2003. In addition, the Bank’s regulators have the authority to prohibit the Bank from paying dividends, depending upon the Bank’s financial condition, if such payment is deemed to constitute an unsafe or unsound practice. 
                  Transactions with Affiliates 
      The Bank is subject to certain restrictions imposed by federal law on any extensions of credit to, or the issuance of a guarantee or letter of credit on behalf of, CVB and other affiliates, the purchase of, or investments in, stock or other securities thereof, the taking of such securities as collateral for loans, and the purchase of assets of CVB and other affiliates. Such restrictions prevent CVB and other affiliates from borrowing from Bank unless the loans are secured by marketable obligations of designated amounts. Further, such secured loans and investments by the Bank to or in CVB or to or in any other affiliates are limited, individually, to 10.0% of the Bank’s capital and surplus (as defined by federal regulations), and such secured loans and investments are limited, in the aggregate, to 20.0% of our capital and surplus. Some of the entities included in the definition of an affiliate are parent companies, sister banks, sponsored and advised companies, investment companies whereby the bank its affiliate serves as investment advisor, and financial subsidiaries of the bank. Additional restrictions on transactions with affiliates may be imposed on us under the prompt corrective action provisions of federal law. See “— Prompt Corrective Action and Other Enforcement Mechanisms.” 
                  Capital Standards 
      The federal banking agencies have adopted risk-based minimum capital guidelines intended to provide a measure of capital that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets and transactions which are recorded as off-balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off-balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk federal banking agencies, to 100% for assets with relatively high credit risk. 
      The risk-based capital ratio is determined by classifying assets and certain off-balance sheet financial instruments into weighted categories, with higher levels of capital being required for those categories perceived as representing greater risk. Under the capital guidelines, a banking organization’s total capital is divided into tiers. “Tier I capital” consists of (1) common equity, (2) qualifying noncumulative perpetual preferred stock, (3) a limited amount of qualifying cumulative perpetual preferred stock and (4) minority interests in the equity accounts of consolidated subsidiaries (including trust-preferred securities), less goodwill and certain other intangible assets. Not more than 25% of qualifying Tier I capital may consist of trust-preferred securities. “Tier II capital” consists of hybrid capital instruments, perpetual debt, mandatory convertible debt securities, a limited amount of subordinated debt, preferred stock that does not qualify as Tier I capital, a limited amount of the allowance for loan and lease losses and a limited amount of unrealized holding gains on equity securities. “Tier III capital” consists of qualifying unsecured subordinated debt. The sum of Tier II and Tier III capital may not exceed the amount of Tier I capital. 
      The guidelines require a minimum ratio of qualifying total capital to risk-adjusted assets of 8% and a minimum ratio of Tier I capital to risk-adjusted assets of 4%. In addition to the risk-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier I capital to total assets, referred to as the leverage ratio. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier I capital to total assets must be 3%. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, the regulators have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios. 
      On July 2, 2003, the Federal Reserve Bank issued Supervisory Letter SR 03-13 clarifying that bank holding companies should continue to report trust preferred securities in accordance with current Federal Reserve Bank instructions which allows trust preferred securities to be counted in Tier I capital subject to certain limitations. The Federal Reserve has indicated it will review the implications of any accounting 
9 

treatment changes and, if necessary or warranted, will provide appropriate guidance. In the event these capital instruments are no longer allowed to be included as Tier 1 capital, the capital position of CVB could be adversely affected. Trust-preferred securities currently make up 24% of CVB’s Tier 1 capital. This would not affect the capital position of the Bank. 
      The following table presents the amounts of regulatory capital and the capital ratios for the Company, compared to its minimum regulatory capital requirements as of December 31, 2003. We have included two calculations, one including the Trust Preferred Securities in capital and one excluding the Trust Preferred Securities from capital. We did this to indicate the impact on our capital ratios should the FRB decide to exclude Trust Preferred Securities from a calculation of a holding company’s Tier I capital. 

		As of December 31, 2003	

		Without Trust		With Trust				Without Trust		With Trust	
		Preferred		Preferred		Required		Preferred		Preferred	
											
		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio	

		(Amounts in thousands)	
Leverage ratio 	 	$	240,568	 	 	 	6.6	%	 	$	316,209	 	 	 	8.6	%	 	$	146,563	 	 	 	4.0	%	 	$	94,005	 	 	 	2.6	%	 	$	169,646	 	 	 	4.6	%	
Tier 1 risk-based ratio 	 	 	240,568	 	 	 	10.1	%	 	 	316,209	 	 	 	13.2	%	 	 	95,604	 	 	 	4.0	%	 	 	144,964	 	 	 	6.1	%	 	 	220,605	 	 	 	9.2	%	
Total risk-based ratio 	 	 	263,584	 	 	 	11.0	%	 	 	346,297	 	 	 	14.5	%	 	 	191,191	 	 	 	8.0	%	 	 	72,393	 	 	 	3.0	%	 	 	155,106	 	 	 	6.5	%	
      The following table presents the amounts of regulatory capital and the capital ratios for the Bank, compared to its minimum regulatory capital requirements as of December 31, 2003. The capital ratio for the Bank will not be impacted by any decision on Trust Preferred Securities by the FRB since these securities are at the CVB level and not at the Bank level. 

		As of December 31, 2003	

		Actual		Required		Excess	
							
		Amount		Ratio		Amount		Ratio		Amount		Ratio	

		(Amounts in thousands)	
Leverage ratio 	 	$	314,405	 	 	 	8.6	%	 	$	146,747	 	 	 	4.0	%	 	$	167,658	 	 	 	4.6	%	
Tier 1 risk-based ratio 	 	 	314,405	 	 	 	13.2	%	 	 	95,346	 	 	 	4.0	%	 	 	219,059	 	 	 	9.2	%	
Total risk-based ratio 	 	 	337,420	 	 	 	14.2	%	 	 	190,766	 	 	 	8.0	%	 	 	146,654	 	 	 	6.2	%	
      In addition, federal banking regulators may set capital requirements higher than the minimums described above for financial institutions whose circumstances warrant it. For example, a financial institution experiencing or anticipating significant growth may be expected to maintain capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. 
                  Predatory Lending 
      The term “predatory lending,” much like the terms “safety and soundness” and “unfair and deceptive practices,” is far-reaching and covers a potentially broad range of behavior. As such, it does not lend itself to a concise or a comprehensive definition. But typically predatory lending involves at least one, and perhaps all three, of the following elements: 
			
 	• 	making unaffordable loans based on the assets of the borrower rather than on the borrower’s ability to repay an obligation (“asset-based lending”) 	
 		
 	• 	inducing a borrower to refinance a loan repeatedly in order to charge high points and fees each time the loan is refinanced (“loan flipping”) 	
 		
 	• 	engaging in fraud or deception to conceal the true nature of the loan obligation from an unsuspecting or unsophisticated borrower. 	
10 

      FRB regulations aimed at curbing such lending significantly widen the pool of high-cost home-secured loans covered by the Home Ownership and Equity Protection Act of 1994, a federal law that requires extra disclosures and consumer protections to borrowers. The following triggers coverage under the act: 
			
 	• 	interest rates for first lien mortgage loans in excess of 8 percentage points above comparable Treasury securities, 	
 		
 	• 	subordinate-lien loans of 10 percentage points above Treasury securities, and 	
 		
 	• 	fees such as optional insurance and similar debt protection costs paid in connection with the credit transaction, when combined with points and fees if deemed excessive. 	
      In addition, the regulation bars loan-flipping by the same lender or loan servicer within a year. Lenders also will be presumed to have violated the law — which says loans shouldn’t be made to people unable to repay them — unless they document that the borrower has the ability to repay. Lenders that violate the rules face cancellation of loans and penalties equal to the finance charges paid. 
      We do not expect these rules and potential state action in this area to have a material impact on our financial condition or results of operation. 

	Prompt Corrective Action and Other Enforcement Mechanisms	
      Federal banking agencies possess broad powers to take corrective and other supervisory action to resolve the problems of insured depository institutions, including but not limited to those institutions that fall below one or more prescribed minimum capital ratios. Each federal banking agency has promulgated regulations defining the following five categories in which an insured depository institution will be placed, based on its capital ratios: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. At December 31, 2003, both the Bank and CVB exceeded the required ratios for classification as “well capitalized.” 
      An institution that, based upon its capital levels, is classified as well capitalized, adequately capitalized, or undercapitalized may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions. The federal banking agencies, however, may not treat a significantly undercapitalized institution as critically undercapitalized unless its capital ratio actually warrants such treatment. 
      In addition to measures taken under the prompt corrective action provisions, commercial banking organizations may be subject to potential enforcement actions by the federal regulators for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation, or any condition imposed in writing by the agency or any written agreement with the agency. Finally, pursuant to an interagency agreement, the FDIC can examine any institution that has a substandard regulatory examination score or is considered undercapitalized — without the express permission of the institution’s primary regulator. 

	Safety and Soundness Standards	
      The federal banking agencies have adopted guidelines designed to assist the federal banking agencies in identifying and addressing potential safety and soundness concerns before capital becomes impaired. The guidelines set forth operational and managerial standards relating to: (i) internal controls, information systems and internal audit systems, (ii) loan documentation, (iii) credit underwriting, (iv) asset growth, (v) earnings, and (vi) compensation, fees and benefits. In addition, the federal banking agencies have also adopted safety and soundness guidelines with respect to asset quality and earnings standards. These guidelines provide six standards for establishing and maintaining a system to identify problem assets and prevent those assets from deteriorating. Under these standards, an insured depository institution should: (i) conduct periodic asset quality reviews to identify problem assets, (ii) estimate the inherent losses in problem assets and establish reserves that are sufficient to absorb estimated losses, (iii) compare problem asset totals to capital, (iv) take 
11 

appropriate corrective action to resolve problem assets, (v) consider the size and potential risks of material asset concentrations, and (vi) provide periodic asset quality reports with adequate information for management and the board of directors to assess the level of asset risk. These new guidelines also set forth standards for evaluating and monitoring earnings and for ensuring that earnings are sufficient for the maintenance of adequate capital and reserves. 

	Premiums for Deposit Insurance	
      Through the Bank Insurance Fund (BIF), the FDIC insures the deposits of the Bank up to prescribed limits for each depositor. The amount of FDIC assessments paid by each BIF member institution is based on its relative risk of default as measured by regulatory capital ratios and other factors. Specifically, the assessment rate is based on the institution’s capitalization risk category and supervisory subgroup category. An institution’s capitalization risk category is based on the FDIC’s determination of whether the institution is well capitalized, adequately capitalized or less than adequately capitalized. An institution’s supervisory subgroup category is based on the FDIC’s assessment of the financial condition of the institution and the probability that FDIC intervention or other corrective action will be required. 
      FDIC-insured depository institutions pay an assessment rate equal to the rate assessed on deposits insured by the Savings Association Insurance Fund (“SAIF”). 
      The assessment rate currently ranges from zero to 27 cents per $100 of domestic deposits. The FDIC may increase or decrease the assessment rate schedule on a semi-annual basis. Due to continued growth in deposits and some recent bank failures, the BIF is nearing its minimum ratio of 1.25% of insured deposits as mandated by law. If the ratio drops below 1.25%, it is likely the FDIC will be required to assess premiums on all banks. Any increase in assessments or the assessment rate could have a material adverse effect on the company’s earnings, depending on the amount of the increase. Furthermore, the FDIC is authorized to raise insurance premiums under certain circumstances. 
      The FDIC is authorized to terminate a depository institution’s deposit insurance upon a finding by the FDIC that the institution’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the institution’s regulatory agency. The termination of deposit insurance for one or more of the company’s subsidiary depository institutions could have a material adverse effect on the company’s earnings, depending on the collective size of the particular institutions involved. 
      All FDIC-insured depository institutions must pay an annual assessment to provide funds for the payment of interest on bonds issued by the Financing Corporation, a federal corporation chartered under the authority of the Federal Housing Finance Board. The bonds, commonly referred to as FICO bonds, were issued to capitalize the Federal Savings and Loan Insurance Corporation. The FDIC established the FICO assessment rates effective for the first half of 2004 at approximately 1.54 cents for each $100 of assessable deposits. The FICO assessments are adjusted quarterly to reflect changes in the assessment bases of the FDIC’s insurance funds and do not vary depending on a depository institution’s capitalization or supervisory evaluations. 

	Interstate Banking and Branching	
      Banks have the ability, subject to certain State restrictions, to acquire by acquisition or merger branches outside its home state. The establishment of new interstate branches is also possible in those states with laws that expressly permit it. Interstate branches are subject to certain laws of the states in which they are located. Competition may increase further as banks branch across state lines and enter new markets. 

	Community Reinvestment Act and Fair Lending Developments	
      The Bank is subject to certain fair lending requirements and reporting obligations involving home mortgage lending operations and Community Reinvestment Act activities. The CRA generally requires the federal banking agencies to evaluate the record of a financial institution in meeting the credit needs of its local 
12 

communities, including low- and moderate-income neighborhoods. A bank may be subject to substantial penalties and corrective measures for a violation of certain fair lending laws. The federal banking agencies may take compliance with such laws and CRA obligations into account when regulating and supervising other activities. Furthermore, financial institutions are subject to annual reporting and public disclosure requirements for certain written agreements that are entered into between insured depository institutions or their affiliates and nongovernmental entities or persons that are made pursuant to, or in connection with, the fulfillment of the CRA. 
      A bank’s compliance with its CRA obligations is based a performance-based evaluation system which bases CRA ratings on an institution’s lending service and investment performance. When a bank holding company applies for approval to acquire a bank or other bank holding company, the FRB will review the assessment of each subsidiary bank of the applicant bank holding company, and such records may be the basis for denying the application. Based on the last examination conducted February 19, 2002, the Bank received a satisfactory rating. 

	Federal Home Loan Bank System	
      The Bank is a member of the Federal Home Loan Bank of San Francisco. Among other benefits, each FHLB serves as a reserve or central bank for its members within its assigned region. Each FHLB is financed primarily from the sale of consolidated obligations of the FHLB system. Each FHLB makes available loans or advances to its members in compliance with the policies and procedures established by the Board of Directors of the individual FHLB. As an FHLB member, we would be required to own capital stock in an FHLB in an amount equal to the greater of: 
			
 	• 	1% of its aggregate outstanding principal amount of its residential mortgage loans, home purchase contracts and similar obligations at the beginning of each calendar year; or 	
 		
 	• 	5% of its FHLB advances or borrowings. 	
      A new capital plan of the FHLB-SF was approved by the Federal Housing Finance Board and will be implemented on April 1, 2004. The new capital plan incorporates a single class of stock with a par value of $100 per share, and may be issued, exchanged, redeemed, and repurchased only at par value. Each member to own stock in amount equal to the greater of: 
			
 	• 	a membership stock requirement with an initial cap of $25 million (100% of “membership asset value” as defined), or 	
 		
 	• 	an activity based stock requirement (based on percentage of outstanding advances). 	
      The new capital stock is redeemable on five years’ written notice, subject to certain conditions. 
      We do not believe that the initial implementation of the FHLB-SF new capital plan as approved will have a material impact upon our financial condition, cash flows, or results of operations. However, we could be required to purchase as much as 50% additional capital stock or sell as much as 50% of its proposed capital stock requirement at the discretion of the FHLB-SF. 

	Federal Reserve System	
      The Federal Reserve Board requires all depository institutions to maintain non-interest bearing reserves at specified levels against their transaction accounts (primarily checking, NOW, and Super NOW checking accounts) and non-personal time deposits. At December 31, 2003, we were in compliance with these requirements. 

	Nonbank Subsidiaries	
      The Company’s nonbank subsidiaries also are subject to regulation by the FRB and other applicable federal and state agencies. 
13 

Risk Factors That May Affect Future Results 
      In addition to other information contained in this report, the following discusses certain factors which may adversely affect our business’ financial results and operations and should be considered in evaluating the Company. 
      Our Southern California business focus and economic conditions in Southern California could adversely affect our operations. Our operations are located in San Bernardino County, Riverside County, Orange County, Kern County, and the eastern portion of Los Angeles County in Southern California. As a result of this geographic concentration, our results depend largely upon economic conditions in these areas. A deterioration in economic conditions or a natural or manmade disaster in our market area could have a material adverse impact on the quality of our loan portfolio, the demand for our products and services, and our financial condition and results of operations. 
      Changes in market interest rates could adversely affect our earnings. Our earnings are impacted by changing interest rates. Changes in interest rates impact the level of loans, deposits and investments, the credit profile of existing loans and the rates received on loans and securities and the rates paid on deposits and borrowings. Significant fluctuations in interest rates may have a material adverse affect on our financial condition and results of operations. 
      We are subject to government regulations that could limit or restrict our activities, which in turn could adversely impact our operations. The financial services industry is subject to extensive federal and state supervision and regulation. Significant new laws or changes in existing laws, or repeals of existing laws may cause our results to differ materially. Further, federal monetary policy, particularly as implemented through the Federal Reserve System, significantly affects credit conditions for us and a material change in these conditions could have a material adverse impact on our financial condition and results of operations. 
      Competition may adversely affect our performance. The banking and financial services businesses in our market areas are highly competitive. We face competition in attracting deposits and in making loans. The increasingly competitive environment is a result of changes in regulation, changes in technology and product delivery systems, and the accelerating pace of consolidation among financial services providers. The results of the Company in the future may differ depending the nature or level of competition. 
      If a significant number of borrowers, guarantors and related parties fail to perform as required by the terms of their loans, we will sustain losses. A significant source of risk arises from the possibility that losses will be sustained because borrowers, guarantors and related parties may fail to perform in accordance with the terms of their loans. We have adopted underwriting and credit monitoring procedures and credit policies, including the establishment and review of the allowance for credit losses, that management believes are appropriate to minimize this risk by assessing the likelihood of nonperformance, tracking loan performance and diversifying our credit portfolio. These policies and procedures, however, may not prevent unexpected losses that could have a material adverse effect on our results of operations. 
      We may face other risks. From time to time, we detail other risks with respect to our business and/or financial results in our filings with the Commission. 
Available Information 
      Reports filed with the Securities and Exchange Commission (the “Commission”) including proxy statements and other information can be inspected and copied at the public reference facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Washington D.C., 20549. Copies of such materials can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington D.C. 20549, at prescribed rates. The Commission maintains a Web Site that contains the reports, proxy and information statements and other information. The address of the site is http://www.sec.gov. The Company also maintains an Internet website at http://www.cbbank.com. We make available, free of charge through our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and current Report on Form 8-K, and any amendment there to, as soon as reasonably practicable after the Company files such 
14 

reports with the SEC. None of the information contained in or hyperlinked from our website is incorporated into this Form 10-K. 

Item 2.	Properties	
      The principal executive offices of the Company and the Bank are located at 701 North Haven Avenue, Suite 350, Ontario, California. The office of Community is located at 125 East “H” Street, Colton, California. The office of Golden West Enterprises, Inc. is located at 3130 Harbor Boulevard, Costa Mesa, California. 
      The Bank occupies the premises for twenty-eight of its offices under leases expiring at various dates from 2004 through 2014, at which time we can exercise options that could extend certain leases through 2027. We own the premises for ten of our offices, including our data center. 
      Our total occupancy expense, exclusive of furniture and equipment expense, for the year ended December 31, 2003, was $6.7 million. We believe that our existing facilities are adequate for our present purposes. The Company believes that if necessary, it could secure suitable alternative facilities on similar terms without adversely affecting operations. For additional information concerning properties, see Notes 6 and 11 of the Notes to the Consolidated Financial Statements included in this report. See “Item 8. Financial Statements and Supplemental Data.” 

Item 3.	Legal Proceedings	
      From time to time the Company and the Bank are parties to claims and legal proceedings arising in the ordinary course of business. After taking into consideration information furnished by counsel, we believe that the ultimate aggregate liability represented thereby, if any, will not have a material adverse effect on our consolidated financial position or results of operations. 
      In May 1998, the Bank received an unfavorable jury judgment as a result of the lawsuit filed against them by MRI Grand Terrace, Inc. (“MRI”). The award to MRI and its joint venture partner, Tri-National Development Corp. was approximately $4.9 million, which included approximately $2.1 million in compensatory damages, $1.6 million in punitive damages, and $1.2 million in prejudgment interest. The lawsuit alleged that the Bank misled MRI in its purchase of a commercial real estate property from the Bank. We subsequently made a motion to the trial judge to vacate the jury verdict, and on August 14, 1998, the motion was denied. We filed an appeal on August 19, 1998. The Court of Appeals vacated the judgment and remanded the case for retrial. In addition, the Court of Appeals awarded us the costs of appeal. MRI petitioned the Supreme Court of the State of California, which refused to hear the case. 
      On March 14, 2003, we reached a settlement in the MRI litigation. Pursuant to this settlement, we agreed to pay $2.0 million to the plaintiffs and the plaintiffs agreed to dismiss this case in its entirety with prejudice. On July 17, 2003, the settlement was finalized by the bankruptcy court currently administering the bankruptcy proceedings of the Tri-National Development Corp. as successor to MRI and we paid the $2.0 million to the plaintiffs. The amount of this settlement is less than half of the original jury judgment against the Bank, which we were required to accrue for under accounting principles generally accepted in the United States of America. As a result of the outcome, we reversed the excess legal accrual of $3.4 million to other operating expenses in June 2003. 
15 

 
		
Item 4.	Submission of Matters to a Vote of Security Holders	
      No matters were submitted to shareholders during the fourth quarter of 2003. 

Item 4(a).	Executive Officers of the Registrant	
      As of March 11, 2004, the executive officers of the Company and the Bank are: 
 	 	 	 	 	 	 	
Name		Position		Age	
					
D. Linn Wiley 	 	President and Chief Executive Officer of the Company and the Bank 	 	 	65	 	
Frank Basirico 	 	Executive Vice President/ Credit Management Division of the Bank 	 	 	49	 	
Edward J. Biebrich Jr. 	 	Chief Financial Officer of the Company and Executive Vice President and Chief Financial Officer of the Bank 	 	 	60	 	
Jay W. Coleman 	 	Executive Vice President/ Sales and Service Division of the Bank 	 	 	61	 	
Edwin Pomplun 	 	Executive Vice President/ Wealth Management Division of the Bank 	 	 	57	 	
      Mr. Wiley has served as President and Chief Executive Officer of the Company since October 1991. Mr. Wiley joined the Company and Bank as a director and as President & Chief Executive Officer designate on August 21, 1991. Prior to that, Mr. Wiley served as an Executive Vice President of Wells Fargo Bank from April 1, 1990 to August 20, 1991. From 1988 to April 1, 1990 Mr. Wiley served as the President and Chief Administrative Officer of Central Pacific Corporation, and from 1983 to 1990 he was the President and Chief Executive Officer of American National Bank. 
      Mr. Basirico has served as Executive Vice President and Senior Loan Officer of the Bank since October 1996. From March 1993 to October 1996, he served as Credit Administrator of the Bank. Prior to that time he was Executive Vice President, senior loan officer at Fontana First National Bank from 1991. Between 1985 and 1990 he served as Executive Vice President, senior loan officer at the Bank of Hemet. 
      Mr. Biebrich assumed the position of Chief Financial Officer of the Company and Executive Vice President/ Chief Financial Officer of the Bank on February 2, 1998. From 1983 to 1990, he served as Chief Financial Officer for Central Pacific Corporation and Executive Vice President, Chief Financial Officer and Manager of the Finance and Operations Division for American First National Bank. From 1990 to 1992, he was Vice President of Operations for Systematics Financial Services Inc. From 1992 to 1998, he served as Senior Vice President, Chief Financial Officer of ARB, Inc. 
      Mr. Coleman assumed the position of Executive Vice President of the Bank on December 5, 1988. Prior to that he served as President and Chief Executive Officer of Southland Bank, N.A. from March 1983 to April 1988. 
      Mr. Pomplun has served as Executive Vice President and Division Manager of the Wealth Management Division since March 29, 1996. From February 1994 to March 29, 1996 he held that position for Citizens Bank of Pasadena. From June 1988 through February 1994, Mr. Pomplun served as Executive Vice President and Division Manager of the Trust Division for First National Bank in San Diego. Between 1984 and 1988, he served as Vice President for Bank of America’s Trust Division. 
16 

PART II 

Item 5.	Market for the Registrant’s Common Equity and Related Stockholder Matters	
      Effective June 12, 2001, shares of CVB Financial Corp. common stock commenced trading on the NASDAQ National Market System under the symbol “CVBF”. Prior to that date, the common stock was listed on the American Stock Exchange. The following table presents the high and low closing sales prices and dividend information for our common stock during each quarter for the past two years. The share prices and cash dividend per share amounts presented for all periods have been restated to give retroactive effect, as applicable, to the ten percent stock dividend declared in December 2003, which was paid January 2, 2004, to the 5-for-4 stock split declared in December 2002, which became effective January 3, 2003, and the 5-for-4 stock split declared in December 2001, which became effective January 4, 2002. The Company had approximately 1,599 shareholders of record as of January 05, 2004. 
Two Year Summary of Common Stock Prices 
 	 	 	 	 	 	 	 	 	
Quarter							
Ended		High		Low		Dividends	
							
 3/31/2002 	 	$14.66 	 	$	12.75	 	 	$0.14 Cash Dividend 	
 6/30/2002 	 	$17.51 	 	$	14.52	 	 	$0.14 Cash Dividend 	
 9/30/2002 	 	$17.04 	 	$	12.51	 	 	$0.14 Cash Dividend 	
12/31/2002 	 	$19.44 	 	$	14.89	 	 	$0.12 Cash Dividend
5-for-4 Stock Split 	
 3/31/2003 	 	$23.12 	 	$	17.62	 	 	$0.12 Cash Dividend 	
 6/30/2003 	 	$20.08 	 	$	17.59	 	 	$0.12 Cash Dividend 	
 9/30/2003 	 	$19.61 	 	$	16.69	 	 	$0.12 Cash Dividend 	
12/31/2003 	 	$19.84 	 	$	17.43	 	 	$0.12 Cash Dividend
10% Stock Dividend 	
For information on the ability of the Bank to pay dividends and make loans to the Company, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity Risk”. 
      On September 19, 2003, the Company issued 400,796 shares of its common stock in connection with the acquisition of Kaweah National Bank. The shares were issued pursuant to an exemption from regulation provided by Section 3(a)(10) of the Securities Act following a hearing in front of the commissioner of Corporations of the Sate of California. 
      During the fourth quarter of 2003, the Company issued $40,000,000 of junior subordinated debentures to CVB Statutory Trust I and $40,000,000 of junior subordinated debentures to CVB Statutory Trust II, in reliance on Section 4(2) of the Securities Act. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Capital Resources.” 
17 

 
		
Item 6.	Selected Financial Data.	

		At December 31,	
			
		2003		2002		2001		2000		1999	

		(Amounts and numbers in thousands except per share amounts)	
Net Interest Income 	 	$	129,293	 	 	$	113,884	 	 	$	103,071	 	 	$	94,129	 	 	$	90,034	 	
Provision for Credit Losses 	 	 	—	 	 	 	—	 	 	 	1,750	 	 	 	2,800	 	 	 	2,700	 	
Other Operating Income 	 	 	29,989	 	 	 	29,018	 	 	 	22,192	 	 	 	19,023	 	 	 	18,630	 	
Other Operating Expenses 	 	 	77,794	 	 	 	66,056	 	 	 	60,155	 	 	 	56,367	 	 	 	64,759	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Earnings Before Income Taxes 	 	 	81,488	 	 	 	76,846	 	 	 	63,358	 	 	 	53,985	 	 	 	41,205	 	
Income Taxes 	 	 	28,656	 	 	 	27,101	 	 	 	23,300	 	 	 	19,302	 	 	 	15,245	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
NET EARNINGS	 	$	52,832	 	 	$	49,745	 	 	$	40,058	 	 	$	34,683	 	 	$	25,960	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Basic Earnings Per Common Share(1) 	 	$	1.10	 	 	$	1.04	 	 	$	0.84	 	 	$	0.74	 	 	$	0.56	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Diluted Earnings Per Common Share(1) 	 	$	1.08	 	 	$	1.01	 	 	$	0.82	 	 	$	0.71	 	 	$	0.54	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Cash Dividends Declared Per Share(1) 	 	$	0.48	 	 	$	0.54	 	 	$	0.56	 	 	$	0.45	 	 	$	0.39	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Cash Dividend paid 	 	 	21,638	 	 	 	20,800	 	 	 	15,585	 	 	 	12,390	 	 	 	9,841	 	
Dividend Pay-Out Ratio 	 	 	40.96	%	 	 	41.81	%	 	 	38.91	%	 	 	35.72	%	 	 	37.91	%	
Financial Position:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Assets 	 	$	3,854,349	 	 	$	3,123,411	 	 	$	2,514,102	 	 	$	2,307,996	 	 	$	2,010,757	 	
 	Net Loans 	 	 	1,738,659	 	 	 	1,424,343	 	 	 	1,167,071	 	 	 	1,032,341	 	 	 	935,791	 	
 	Deposits 	 	 	2,660,510	 	 	 	2,309,964	 	 	 	1,876,959	 	 	 	1,595,030	 	 	 	1,501,073	 	
 	Long-Term Borrowings 	 	 	381,000	 	 	 	272,000	 	 	 	325,000	 	 	 	25,000	 	 	 	—	 	
 	Junior Subordinated debenture 	 	 	82,476	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Stockholders’ Equity 	 	 	286,721	 	 	 	259,821	 	 	 	220,748	 	 	 	188,630	 	 	 	140,770	 	
 	Book Value Per Share(1) 	 	 	5.94	 	 	 	5.43	 	 	 	4.62	 	 	 	3.94	 	 	 	3.01	 	
 	Equity-to-Assets Ratio(2) 	 	 	7.44	%	 	 	8.32	%	 	 	8.78	%	 	 	8.17	%	 	 	7.00	%	
Financial Performance:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Return on: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Beginning Equity 	 	 	20.33	%	 	 	22.53	%	 	 	21.24	%	 	 	24.64	%	 	 	18.62	%	
 	 	Average Equity 	 	 	19.17	%	 	 	20.45	%	 	 	19.17	%	 	 	21.96	%	 	 	17.90	%	
 	 	Average Assets 	 	 	1.54	%	 	 	1.83	%	 	 	1.72	%	 	 	1.67	%	 	 	1.39	%	
Credit Quality:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Allowance for Credit Losses 	 	$	21,282	 	 	$	21,666	 	 	$	20,469	 	 	$	19,152	 	 	$	16,761	 	
 	Allowance/ Total Loans 	 	 	1.21	%	 	 	1.50	%	 	 	1.72	%	 	 	1.82	%	 	 	1.76	%	
 	Total Non Performing Loans 	 	$	548	 	 	$	824	 	 	$	1,578	 	 	$	966	 	 	$	1,194	 	
 	Non Performing Loans/Total Loans 	 	 	0.03	%	 	 	0.06	%	 	 	0.13	%	 	 	0.09	%	 	 	0.13	%	
 	Allowance/Non Performing Loans 	 	 	3,883.58	%	 	 	2,629.32	%	 	 	1,297.15	%	 	 	1,982.61	%	 	 	1,403.77	%	
 	Net Charge-Offs 	 	$	1,418	 	 	$	1,128	 	 	$	433	 	 	$	409	 	 	$	827	 	
 	Net Charge-Offs/ Average Loans 	 	 	0.09	%	 	 	0.09	%	 	 	0.04	%	 	 	0.04	%	 	 	0.10	%	
Regulatory Capital Ratios For the Company:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Leverage Ratio 	 	 	8.6	%	 	 	7.6	%	 	 	8.6	%	 	 	8.5	%	 	 	7.7	%	
 	Tier 1 Capital 	 	 	13.2	%	 	 	10.2	%	 	 	12.0	%	 	 	13.2	%	 	 	12.6	%	
 	Total Capital 	 	 	14.5	%	 	 	11.2	%	 	 	13.2	%	 	 	14.4	%	 	 	13.9	%	
For the Bank:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Leverage Ratio 	 	 	8.6	%	 	 	7.6	%	 	 	8.6	%	 	 	8.5	%	 	 	7.6	%	
 	Tier 1 Capital 	 	 	13.2	%	 	 	10.2	%	 	 	12.0	%	 	 	13.2	%	 	 	12.3	%	
 	Total Capital 	 	 	14.2	%	 	 	11.3	%	 	 	13.2	%	 	 	14.5	%	 	 	13.6	%	

(1) 	All per share information has been retroactively adjusted to reflect the 10% stock dividend declared December 17, 2003 and paid January 2, 2004, the 5-for-4 stock split declared December 18, 2002, which became effective January 3, 2003, the 5-for-4 stock split declared December 19, 2001, which became effective January 4, 2002, the 10% stock dividend declared December 20, 2000, as to holders of record on January 5, 2001 and paid January 26, 2001, and the 5-for-4 stock split declared December 15, 1999, which became effective January 14, 2000. 	
 		
(2) 	Stockholders’ equity divided by total assets. 	
18 

 
		
Item 7.	Management’s Discussion and Analysis of Financial Condition and the Results of Operations	
General 
      Management’s discussion and analysis is written to provide greater detail of the results of operations and the financial condition of CVB Financial Corp. and its subsidiaries. This analysis should be read in conjunction with the audited financial statements contained within this report including the notes thereto. 
Overview 
      We are a bank holding company with one bank subsidiary, Citizens Business Bank. We have one additional active subsidiary, Community Trust Deed Services. We are based in Ontario, California in the Inland Empire. Our geographical market area goes from Fresno (the middle of the Central Valley) in the north to Laguna Beach (in Orange County) in the south. Our mission is to offer the finest financial products and services to professionals and businesses in our market area. 
      In 2001 we began our “Central Valley Initiative”. The purpose of this is to grow our presence in the southern Central Valley of California. This area has a large agribusiness economy and fits in well with the agribusiness lending we already have in the Bank. This portion of the state is the largest agricultural area in the nation. We began this initiative in December of 2001 with the opening of our Bakersfield Business Financial Center. We added another de novo branch in Fresno in the second quarter of 2003. Our acquisition of Kaweah National Bank in September 2003 with branches in Visalia, Tulare, Porterville and McFarland further complimented the initiative. 
      Our main source of income is from the interest earned on our loans and investments and our major area of expense is the interest paid on deposits and borrowings. As such our income is subject to interest rates and their impact on our income statement. We are also subject to competition from other financial institutions, which may effect our pricing of products and services and the fees and interest rates we can charge on them. See the Risk Management section of this Item 7. 
      Since we are based in southern California, we are subject to the economic conditions in our service area. The economy of this area has not had the decline that other areas of the state and country have witnessed during the past few years. However, we are still subject to any changes in the economy in this area. 
      Over the past few years, we have been active in acquisitions. Since 1999, we have acquired three banks and a leasing company. In addition, we have opened three de novo branches. We are interested in growth and a portion of that growth will come from acquisitions. However, these acquisitions are made with an eye to adding to shareholder value and are designed to do so. 
      We see this philosophy in practice when we look at some of the highlights of this year. Our assets grew $730.9 million or 23.40% to $3.85 billion from December 31, 2002 to December 31, 2003. Net loans grew $314.3 million or 22.07% to $1.74 billion and deposits grew $350.5 million or 15.18% to $2.66 billion during the same period. A portion of this growth was due to the acquisition of Kaweah National Bank (“KNB”). Of the loan and deposit growth, the following table illustrates the growth due to the acquisition of KNB and to organic growth: 

		Growth in 2003	
			
		KNB		Organic		Total	

		(Amounts in millions )	
Loans 	 	$	72,700	 	 	$	241,600	 	 	$	314,300	 	
Deposits 	 	$	81,700	 	 	$	268,800	 	 	$	350,500	 	
      Due to this growth in loans, and aided by our growth in investments, our interest and loan fee income grew in the fiscal year 2003 while our deposit interest expense decreased compared with 2002 as a result of the declining interest rate environment. We did increase our borrowings from the FHLB in 2003 to assist in the growth of investments and the related interest income on these investments. The result of the increase in loan, investment and deposit balances and overall decline in interest rates resulted in an increase of net interest 
19 

income to $129.3 million in 2003 from $113.9 million in 2002. However, the decline in interest rates reduced the net interest margin — tax equivalent to 4.18% from 4.66% in 2002. 
      In each of the years 2003 and 2002, we restructured a portion of our investment portfolio to reflect the current interest rate environment. This restructuring had the effect of shortening the duration of the portfolio and we realized security gains of $4.2 million in 2003 and $4.9 million in 2002. The purpose of the restructuring was to sell those securities which would not perform well in a rising rate environment. The shortening in the duration of the portfolio will allow for an increase in cash flow/liquidity so that the reinvestment of the cash flow will occur at higher rates. 
      Our net income increased to $52.8 million in 2003 compared with $49.7 million in 2003. Diluted earnings per share, when restated for the ten percent stock dividend declared in December 2003, increased $.07 from $1.01 in 2002 to $1.08 in 2003. 
Critical Accounting Policies 
      Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that our most critical accounting policies upon which our financial condition depends, and which involve the most complex or subjective decisions or assessment, are as follows: 
      Allowance for Credit Losses: Arriving at an appropriate level of allowance for credit losses involves a high degree of judgment. Our allowance for credit losses provides for probable losses based upon evaluations of known and inherent risks in the loan and lease portfolio. The determination of the balance in the allowance for credit losses is based on an analysis of the loan and lease finance receivables portfolio using a systematic methodology and reflects an amount that, in our judgment, is adequate to provide for probable credit losses inherent in the portfolio, after giving consideration to the character of the loan portfolio, current economic conditions, past credit loss experience, and such other factors as deserve current recognition in estimating inherent credit losses. The provision for credit losses is charged to expense. For a full discussion of our methodology of assessing the adequacy of the allowance for loan losses, see “Risk Management” in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operation. 
      Investment Portfolio: The investment portfolio is an integral part of our financial performance. We invest primarily in fixed income securities. Accounting estimates are used in the presentation of the investment portfolio and these estimates do impact the presentation of our financial condition and results of operations. Many of the securities included in the investment portfolio are purchased at a premium or discount. The premiums or discounts are amortized or accreted over the life of the security. For mortgage-backed securities, the amortization or accretion is based on estimated average lives of the securities. The lives of these securities can fluctuate based on the amount of prepayments received on the underlying collateral of the securities. The amount of prepayments varies from time to time based on the interest rate environment (i.e., lower interest rates increase the likelihood of refinances) and the rate of turn over of the mortgages (i.e., how often the underlying properties are sold and mortgages paid-off). We use estimates for the average lives of these mortgage backed securities based on information received from third parties whose business it is to compile mortgage related data and develop a consensus of that data. We adjust the rate of amortization or accretion regularly to reflect changes in the estimated average lives of these securities. 
      Income Taxes: We account for income taxes by deferring income taxes based on estimated future tax effects of temporary differences between the tax and book basis of assets and liabilities considering the provisions of enacted tax laws. These differences result in deferred tax assets and liabilities, which are included in our balance sheets. We must also assess the likelihood that any deferred tax assets will be recovered from future taxable income and establish a valuation allowance for those assets determined to not likely be recoverable. Our judgment is required in determining the amount and timing of recognition of the resulting deferred tax assets and liabilities, including projections of future taxable income. Although we have determined a valuation allowance is not required for all deferred tax assets, there is no guarantee that these assets are recoverable. 
20 

      Goodwill and Intangible Assets: We have acquired entire banks and branches of banks. Those acquisitions accounted for under the purchase method of accounting have given rise to goodwill and intangible assets. We record the assets acquired and liabilities assumed at their fair value. These fair values are arrived at by use of internal and external valuation techniques. The excess purchase price is allocated to assets and liabilities respectively, resulting in identified intangibles. The identified intangibles are amortized over the estimated lives of the assets or liabilities. Any excess purchase price after this allocation results in goodwill. Both goodwill and intangible assets are tested on an annual basis for impairment. 
ANALYSIS OF THE RESULTS OF OPERATIONS 
Earnings 
      We reported net earnings of $52.8 million for the year ended December 31, 2003. This represented an increase of $3.1 million, or 6.21%, over net earnings of $49.7 million for the year ended December 31, 2002. Net earnings for 2002 increased $9.7 million to $49.7 million, or 24.18%, over net earnings of $40.1 million for the year ended December 31, 2001. Diluted earnings per share were $1.08 in 2003, $1.01 in 2002, and $0.82 in 2001. Basic earnings per share were $1.10 in 2003, $1.04 in 2002, and $0.84 in 2001. Diluted and basic earnings per share have been adjusted for the effects of 10% stock dividends declared December 17, 2003 and paid in January 2004, and two 5-for-4 stock splits declared December 18, 2002, and December 19, 2001, which became effective January 3, 2003 and January 4, 2002, respectively. 
      The increase in net earnings for 2003 compared to 2002 was the result of an increase in net interest income and in other operating income. This increase was partially offset by the increase in other operating expenses. The increase in net earnings for 2002 compared to 2001 was the result of an increase in net interest income and in other operating income. This increase was also partially offset by the increase in other operating expenses. Increased net interest income for 2003, 2002 and 2001 reflected higher volumes of average earning assets for each year due to internal and external growth in our business. 
      For 2003, our return on average assets was 1.54%, compared to a return on average assets of 1.83% for 2002, and of 1.72% for 2001. Our return on average stockholders’ equity was 19.17% for 2003, compared to a return of 20.45% for 2002, and of 19.17% for 2001. 
      During 2003, we prepaid $75.0 million ($50.0 million in second quarter and $25.0 million in third quarter) in term borrowings from the Federal Home Loan Bank in order to take advantage of a decline in interest rates. This resulted in aggregate prepayment penalties of $5.3 million. The borrowings had maturities ranging from September 15, 2004 to January 21, 2006 and a weighted average cost of 5.05%. The $75 million in term borrowings were replaced with $75.0 million in short-term borrowings with an average rate of approximately 1.00% and maturities for less than one-month. We anticipate that the prepayment fee should be recovered with lower interest costs in 18 to 25 months depending on the direction and timing of changes in the interest rate environment. Also, we anticipate extending the term of the $75 million short-term borrowings during 2004. 
      During the second quarter of 2003, we reversed an excess accrual of legal fees of $3.3 million as a result of the settlement of a lawsuit. This reversal was recorded as a reduction to other operating expenses. 
      During 2003, 2002 and 2001, we had net gains on sales of securities of $2.7 million, net of $1.5 million income taxes, $3.2 million, net of $1.7 million income taxes, and $38,000, net of $22,000 income taxes, respectively. The net gains on sale of investments were taken, in both 2003 and 2002, to reposition some of the securities in our portfolio, which would not perform well under the current or anticipated interest rate environments. 
      Net earnings, excluding the impact of gains or losses on sale of investment securities, the prepayment penalty for FHLB advances, and the reversed excess legal fee accrual, totaled $51.4 million for 2003. This represented an increase of $4.8 million, or 10.31%, compared to net earnings of $46.6 million for 2002. Net earnings, excluding the impact of gains or losses on sale of investment securities, the prepayment penalty for FHLB advances, and the reversed excess legal fee accrual, totaled $46.6 million for 2002. This represented an 
21 

increase of $6.6 million, or 16.37%, from net earnings, excluding the impact of gains or losses on sale of investment securities, of $40.0 million for 2001. 
      The following table reconciles the differences in net earnings with and without the net gains on sales of investment securities, the prepayment penalty, and the reversed excess legal fee accrual (there is no provision for credit and OREO losses recorded in 2003 and 2002) in conformity with accounting principles generally accepted in the United States of America: 

		Net Earnings Reconciliation For the Twelve Months Ended December 31,	

		2003		2002		2001	
							
		Before				Before				Before			
		Income		Income		Net		Income		Income		Net		Income		Income		Net	
		Taxes		Taxes		Earnings		Taxes		Taxes		Earnings		Taxes		Taxes		Earnings	

		(Amounts in thousands)	
Net Earnings excluding net gain on sale of securities, the prepayment penalty, and reversed excess legal accrual 	 	$	79,234	 	 	$	27,861	 	 	$	51,373	 	 	$	71,949	 	 	$	25,378	 	 	$	46,571	 	 	$	63,298	 	 	$	23,278	 	 	$	40,020	 	
 	Net gain on sale of securities 	 	 	4,210	 	 	 	1,486	 	 	 	2,724	 	 	 	4,897	 	 	 	1,723	 	 	 	3,174	 	 	 	60	 	 	 	22	 	 	 	38	 	
 	Prepayment penalty for FHLB advance 	 	 	(5,256	)	 	 	(1,855	)	 	 	(3,401	)	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Reversed excess legal fee accrual 	 	 	3,300	 	 	 	1,164	 	 	 	2,136	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net Earnings as reported 	 	$	81,488	 	 	$	28,656	 	 	$	52,832	 	 	$	76,846	 	 	$	27,101	 	 	$	49,745	 	 	$	63,358	 	 	$	23,300	 	 	$	40,058	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
      We have presented net earnings without the realized gains or losses of investment securities, the prepayment penalties, and the reversed excess legal fee accrual to show shareholders the earnings from operations unaffected by the impact of these items. We believe this presentation allows the reader to more easily determine the operational profit of the Company. 
Net Interest Income 
      The principal component of our earnings is net interest income, which is the difference between the interest and fees earned on loans and investments (earning assets) and the interest paid on deposits and borrowed funds (interest-bearing liabilities). When net interest income is expressed as a percentage of average earning assets, the result is the net interest margin. The net interest spread is the yield on average earning assets minus the cost of average interest-bearing liabilities. Our net interest income, interest spread, and net interest margin are sensitive to general business and economic conditions. These conditions include short-term and long-term interest rates, inflation, monetary supply, and the strength of the economy, in general, and the local economies in which we conduct business. Our ability to manage the net interest income during changing interest rate environments will have a significant impact on its overall performance. We manage net interest income through affecting changes in the mix of earning assets as well as the mix of interest-bearing liabilities, changes in the level of interest-bearing liabilities in proportion to earning assets, and in the growth of earning assets. 
      Our net interest income totaled $129.3 million for 2003. This represented an increase of $15.4 million, or 13.53%, over net interest income of $113.9 million for 2002. Net interest income for 2002 increased $10.8 million, or 10.49%, over net interest income of $103.1 million for 2001. The increase in net interest income of $15.4 million for 2003 resulted from an increase of $12.0 million in interest income and a $3.4 million reduction in interest expense. The increase in interest income of $12.0 million resulted from the $672.3 million increase in average earning assets, which was offset by the decline in yield on earning assets to 5.34% in 2003 from 6.24% in 2002. The reduction of $3.4 million in interest expense resulted from the decline in the average rate paid on interest-bearing liabilities to 1.74% in 2003 from 2.47% in 2002, which offset a $498.0 million increase in interest-bearing liabilities. 
22 

      The increase in net interest income of $10.8 million for 2002 as compared to 2001 resulted from a decrease of $1.6 million in interest income and a $12.4 million reduction in interest expense. This decrease in interest income of $1.6 million resulted from the declining yield on earning assets to 6.24% in 2002 from 7.38% in 2001. 
      Interest income totaled $166.3 million for 2003. This represented an increase of $12.0 million, or 7.79%, compared to total interest income of $154.3 million for 2002. The increase in total interest income was primarily due to increase in volume of interest earning assets, offset by a decline in interest rates. For 2002, total interest income decreased $1.6 million, or 1.0%, from total interest income of $155.9 million for 2001. The decrease in total interest income was primarily caused by a decline in interest rates. 
      Interest expense totaled $37.1 million for 2003. This represented a decrease of $3.4 million, or 8.37%, over total interest expense of $40.4 million for 2002. For 2002, total interest expense decreased $12.4 million, or 23.42%, over total interest expense of $52.8 million for 2001. 
23 

      Table 1 represents the composition of average interest-earning assets and average interest-bearing liabilities by category for the periods indicated, including the changes in average balance, composition, and yield/rate between these respective periods: 
TABLE 1 — Distribution of Average Assets, Liabilities, and Stockholders’ Equity; 
Interest Rates and Interest Differentials 

		2003		2002		2001	
							
		Average				Average				Average			
ASSETS		Balance		Interest		Rate		Balance		Interest		Rate		Balance		Interest		Rate	

		(Amounts in thousands)	
Investment Securities Taxable(1) 	 	$	1,349,331	 	 	$	51,205	 	 	 	3.84	%	 	$	945,141	 	 	$	47,097	 	 	 	5.00	%	 	$	794,035	 	 	$	49,295	 	 	 	6.22	%	
 	Tax preferenced(2) 	 	 	348,845	 	 	 	16,065	 	 	 	6.09	%	 	 	334,075	 	 	 	16,273	 	 	 	6.44	%	 	 	306,501	 	 	 	16,114	 	 	 	6.96	%	
Federal Funds Sold 	 	 	2,436	 	 	 	34	 	 	 	1.40	%	 	 	31,877	 	 	 	602	 	 	 	1.89	%	 	 	16,016	 	 	 	466	 	 	 	2.91	%	
Loans(3)(4) 	 	 	1,529,944	 	 	 	99,042	 	 	 	6.47	%	 	 	1,247,384	 	 	 	90,351	 	 	 	7.24	%	 	 	1,067,621	 	 	 	90,002	 	 	 	8.43	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total Earning Assets 	 	 	3,230,556	 	 	 	166,346	 	 	 	5.34	%	 	 	2,558,477	 	 	 	154,323	 	 	 	6.24	%	 	 	2,184,173	 	 	 	155,877	 	 	 	7.38	%	
Total Non Earning Assets 	 	 	209,485	 	 	 	 	 	 	 	 	 	 	 	166,022	 	 	 	 	 	 	 	 	 	 	 	141,760	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	
Total Assets 	 	$	3,440,041	 	 	 	 	 	 	 	 	 	 	$	2,724,499	 	 	 	 	 	 	 	 	 	 	$	2,325,933	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	
LIABILITIES AND STOCKHOLDERS’ EQUITY 	
 	
Demand Deposits 	 	$	975,134	 	 	 	 	 	 	 	 	 	 	$	807,505	 	 	 	 	 	 	 	 	 	 	$	655,518	 	 	 	 	 	 	 	 	 	
Savings Deposits(5) 	 	 	900,985	 	 	$	7,295	 	 	 	0.81	%	 	 	771,931	 	 	$	11,798	 	 	 	1.53	%	 	 	588,311	 	 	$	11,793	 	 	 	2.00	%	
Time Deposits 	 	 	559,311	 	 	 	9,028	 	 	 	1.61	%	 	 	481,859	 	 	 	9,672	 	 	 	2.01	%	 	 	443,151	 	 	 	20,050	 	 	 	4.52	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total Deposits 	 	 	2,435,430	 	 	 	16,323	 	 	 	0.67	%	 	 	2,061,295	 	 	 	21,470	 	 	 	1.04	%	 	 	1,686,980	 	 	 	31,843	 	 	 	1.89	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Other Borrowings 	 	 	672,827	 	 	 	20,730	 	 	 	3.08	%	 	 	384,928	 	 	 	18,969	 	 	 	4.93	%	 	 	401,692	 	 	 	20,963	 	 	 	5.22	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Interest Bearing Liabilities 	 	 	2,133,123	 	 	 	37,053	 	 	 	1.74	%	 	 	1,638,718	 	 	 	40,439	 	 	 	2.47	%	 	 	1,433,154	 	 	 	52,806	 	 	 	3.68	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total deposits and borrowings 	 	 	3,108,257	 	 	 	 	 	 	 	 	 	 	 	2,446,223	 	 	 	 	 	 	 	 	 	 	 	2,088,672	 	 	 	 	 	 	 	 	 	
Other Liabilities 	 	 	56,221	 	 	 	 	 	 	 	 	 	 	 	34,987	 	 	 	 	 	 	 	 	 	 	 	28,267	 	 	 	 	 	 	 	 	 	
Stockholders’ Equity 	 	 	275,563	 	 	 	 	 	 	 	 	 	 	 	243,289	 	 	 	 	 	 	 	 	 	 	 	208,994	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	
Total Liabilities and Stockholders’ Equity 	 	$	3,440,041	 	 	 	 	 	 	 	 	 	 	$	2,724,499	 	 	 	 	 	 	 	 	 	 	$	2,325,933	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	
Net interest income 	 	 	 	 	 	$	129,293	 	 	 	 	 	 	 	 	 	 	$	113,884	 	 	 	 	 	 	 	 	 	 	$	103,071	 	 	 	 	 	
 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 		 	 	 	 	 	
Net interest spread — tax equivalent 	 	 	 	 	 	 	 	 	 	 	3.60	%	 	 	 	 	 	 	 	 	 	 	3.77	%	 	 	 	 	 	 	 	 	 	 	3.70	%	
Net interest margin 	 	 	 	 	 	 	 	 	 	 	4.02	%	 	 	 	 	 	 	 	 	 	 	4.46	%	 	 	 	 	 	 	 	 	 	 	4.72	%	
Net interest margin — tax equivalent 	 	 	 	 	 	 	 	 	 	 	4.18	%	 	 	 	 	 	 	 	 	 	 	4.66	%	 	 	 	 	 	 	 	 	 	 	4.96	%	
Net interest margin excluding loan fees 	 	 	 	 	 	 	 	 	 	 	3.78	%	 	 	 	 	 	 	 	 	 	 	4.26	%	 	 	 	 	 	 	 	 	 	 	4.53	%	
Net interest margin excluding loan fees — tax equivalent 	 	 	 	 	 	 	 	 	 	 	3.94	%	 	 	 	 	 	 	 	 	 	 	4.47	%	 	 	 	 	 	 	 	 	 	 	4.77	%	

(1) 	Includes short-term interest bearing deposits with other institutions 	
 		
(2) 	Non tax equivalent rate for 2003 was 4.61%, 2002 was 4.87% and 2001 was 5.26% 	
 		
(3) 	Loan fees are included in total interest income as follows, (000)s omitted: 2003, $7,767; 2002, $4,964; 2001, $4,212 	
 		
(4) 	Non performing loans are included in net loans as follows, (000)s omitted: 2003, $548; 2002, $824; 2001, $1,574 	
 		
(5) 	Includes interest bearing demand and money market accounts 	
24 

      As stated above, the net interest margin measures net interest income as a percentage of average earning assets. The net interest margin is an indication of how effectively we generate our source of funds and employ our earning assets. Our tax effected (TE) net interest margin was 4.18% for 2003, compared to 4.66% for 2002, and 4.96% for 2001. The decrease in the net interest margin over the last three years is the result of a number of factors. The most significant of which include changes in the mix of assets and liabilities as follows: 
			
 	• 	Decrease in demand deposits (interest free deposits) as a percent of earning assets from 31.6% in 2002 to 30.2% in 2003 	
 		
 	• 	Increase in demand deposits (interest free deposits) as a percent of earning assets from 30.0% in 2001 to 31.6% in 2002 	
 		
 	• 	Increase in interest-bearing liabilities as a percent of earning assets from 64.1% in 2002 to 66.0% in 2003 	
 		
 	• 	Decrease in interest-bearing liabilities as a percent of earning assets from 65.6% in 2001 to 64.1% in 2002 	
 		
 	• 	Increase in investment securities as a percent of earning assets from 50.0% in 2002 to 52.6% in 2003 	
 		
 	• 	Decrease in investment securities as a percent of earning assets from 50.4% in 2001 to 50.0% in 2002 	
 		
 	• 	Increase in borrowings as a percent of earning assets from 15.1% in 2002 to 20.8% in 2003 	
 		
 	• 	Decrease in borrowings as a percent of earning assets from 18.4% in 2001 to 15.1% in 2002 	
 		
 	• 	Interest expense as a percent of earning assets decreased from 2.4% in 2001 to 1.6% in 2002, and to 1.2% in 2003 	
 		
 	• 	In addition, our net interest margin is impacted by declining interest rates 	
      It is difficult to attribute the above changes to any one factor. However, the banking and financial services businesses in our market areas are highly competitive. This competition has an influence on the strategies we employ. 
      Although the net interest margin has declined, net interest income has increased. This primarily reflects the growth in average earning assets from $2.2 billion in 2001, to $2.6 billion in 2002, and to $3.2 billion in 2003. This represents a 26.51% increase in 2003 from 2002 and a 17.22% increase in 2002 from 2001. Net interest income has also been positively affected by the increase in average earning assets as a percent of average total assets to 93.91% in 2003, 2002 and 2001. 
      The net interest spread is the difference between the yield on average earning assets less the cost of average interest-bearing liabilities. The net interest spread is an indication of our ability to manage interest rates received on loans and investments and paid on deposits and borrowings in a competitive and changing interest rate environment. Our net interest spread (TE) was 3.60% for 2003, 3.77% for 2002, and 3.70% for 2001. The decrease in the net interest spread for 2003 as compared to 2002 resulted from a 90 basis point decrease in the yield on earning assets offset by a 73 basis point decrease in the cost of interest-bearing liabilities, thus generating a 17 basis point decrease in the net interest spread. The increase in the net interest spread for 2002 resulted from a 114 basis point decrease in the yield on earning assets offset by a 121 basis point decrease in the cost of interest-bearing liabilities, thus generating a 7 basis point increase in the net interest spread. 
      The yield (TE) on earning assets decreased to 5.34% for 2003, from 6.24% for 2002, and reflects a decreasing interest rate environment and a change in the mix of earning assets. Investments as a percent of earning assets increased to 52.57% in 2003 from 50.00% in 2002. Investments typically have a lower yield than loans. We were unable to generate quality loans at a pace necessary to achieve the desired increase in earning assets and as an alternative increased investments. The yield on loans for 2003 decreased to 6.47% as compared to 7.24% for 2002 as a result of the decreasing interest rate environment and competition for quality loans. The yield on investments for 2003 decreased to 4.31% as compared to 5.38% in 2002. The decrease in the yield on earning assets for 2002 was the result of lower yields on both loans and investments. The yield on 
25 

loans for 2002 decreased to 7.24% as compared to 8.43% for 2001. The decrease in the yields on loans for 2002 was primarily the result of a decreased interest rate environment partially offset by increased price competition for loans compared to 2001. 
      The cost of average interest-bearing liabilities decreased to 1.74% for 2003 as compared to 2.47% for 2002, and decreased to 2.47% for 2002 as compared to 3.68% for 2001. These decreases reflected a decreasing interest rate environment and a change in the mix of interest-bearing liabilities. Borrowings as a percent of interest-bearing liabilities increased to 31.54% for 2003 as compared to 23.49% for 2002 and decreased to 23.49% for 2002 as compared to 28.03% for 2001. Borrowings typically have a higher cost than interest-bearing deposits. During 2002 we were able to generate more interest-bearing deposits from our customers than in 2001 and as a result needed to utilize less borrowing. The cost of interest-bearing deposits for 2003 decreased to 1.12% as compared to 1.71% for 2002 and decreased to 1.71% as compared to 3.09% for 2001, reflecting the decreasing interest rate environment offset by competition for interest-bearing deposits. The cost of borrowings for 2003 decreased to 3.08% as compared to 4.93% for 2002 and decreased to 4.93% as compared to 5.22% for 2001, also reflecting the decreasing interest rate environment. The FDIC has approved the payment of interest on certain demand deposit accounts. This could have a negative impact on our net interest margin, net interest spread, and net earnings, should this be implemented fully. Currently, the only demand deposits for which we pay interest on are NOW and Money Market Accounts. 
      Table 2 presents a comparison of interest income and interest expense resulting from changes in the volumes and rates on average earning assets and average interest-bearing liabilities for the years indicated. Changes in interest income or expense attributable to volume changes are calculated by multiplying the change in volume by the initial average interest rate. The change in interest income or expense attributable to changes in interest rates is calculated by multiplying the change in interest rate by the initial volume. The changes attributable to interest rate and volume changes are calculated by multiplying the change in rate times the change in volume. 
26 

TABLE 2 — Rate and Volume Analysis for Changes in Interest Income, 
Interest Expense and Net Interest Income 

		2003 Compared to 2002		2002 Compared to 2001	
		Increase (Decrease) Due to		Increase (Decrease) Due to	
					
				Rate/						Rate/			
		Volume		Rate		Volume		Total		Volume		Rate		Volume		Total	

		(Amounts in thousands)	
Interest Income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Taxable investment securities 	 	$	19,586	 	 	$	(10,932	)	 	$	(4,546	)	 	$	4,108	 	 	$	9,261	 	 	$	(9,648	)	 	$	(1,811	)	 	$	(2,198	)	
 	Tax-advantaged securities 	 	 	951	 	 	 	(1,153	)	 	 	(6	)	 	 	(208	)	 	 	1,920	 	 	 	(1,608	)	 	 	(153	)	 	 	159	 	
 	Fed funds sold & interest-bearing deposits with other institutions 	 	 	(556	)	 	 	(158	)	 	 	146	 	 	 	(568	)	 	 	462	 	 	 	(163	)	 	 	(163	)	 	 	136	 	
 	Loans 	 	 	20,466	 	 	 	(9,600	)	 	 	(2,175	)	 	 	8,691	 	 	 	15,154	 	 	 	(12,671	)	 	 	(2,134	)	 	 	349	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total interest on earning assets 	 	 	40,447	 	 	 	(21,843	)	 	 	(6,581	)	 	 	12,023	 	 	 	26,797	 	 	 	(24,090	)	 	 	(4,261	)	 	 	(1,554	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Interest Expense: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Savings deposits 	 	 	1,972	 	 	 	(5,547	)	 	 	(928	)	 	 	(4,503	)	 	 	3,681	 	 	 	(2,802	)	 	 	(874	)	 	 	5	 	
 	Time deposits 	 	 	1,555	 	 	 	(1,895	)	 	 	(304	)	 	 	(644	)	 	 	1,751	 	 	 	(11,155	)	 	 	(974	)	 	 	(10,378	)	
 	Other borrowings 	 	 	14,187	 	 	 	(7,109	)	 	 	(5,317	)	 	 	1,761	 	 	 	(875	)	 	 	(1,168	)	 	 	49	 	 	 	(1,994	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total interest on interest-bearing liabilities 	 	 	17,714	 	 	 	(14,551	)	 	 	(6,549	)	 	 	(3,386	)	 	 	4,557	 	 	 	(15,125	)	 	 	(1,799	)	 	 	(12,367	)	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net Interest Income 	 	$	22,733	 	 	$	(7,292	)	 	$	(32	)	 	$	15,409	 	 	$	22,240	 	 	$	(8,965	)	 	$	(2,462	)	 	$	10,813	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Interest and Fees on Loans 
      Our major source of revenue is interest and fees on loans, which totaled $99.0 million for 2003. This represented an increase of $8.7 million, or 9.62%, over interest and fees on loans of $90.4 million for 2002. For 2002, interest and fees on loans increased $349,000, or 0.39%, over interest and fees on loans of $90.0 million for 2001. The increase in interest and fees on loans for 2003 and 2002 reflects increases in the average balance of loans offset by a lower interest rate environment. The yield on loans decreased to 6.47% for 2003, compared to 7.24% for 2002 and 8.43% for 2001. Deferred loan origination fees, net of costs, totaled $7.4 million at December 31, 2003. This represented an increase of $3.2 million, or 78.4%, from deferred loan origination fees, net of costs, of $4.1 million at December 31, 2002. 
      In general, we stop accruing interest on a loan after its principal or interest becomes 90 days or more past due. When a loan is placed on non-accrual, all interest previously accrued but not collected is charged against earnings. There was no interest income that was accrued and not reversed on non-performing loans at December 31, 2003, 2002, and 2001. Had non-performing loans for which interest was no longer accruing complied with the original terms and conditions of their notes, interest income would have been $134,000 greater for 2003, $116,000 greater for 2002, and $124,000 greater for 2001. Accordingly, yields on loans would have increased by 0.01% in each of the years 2003, 2002, and 2001. 
      Fees collected on loans are an integral part of the loan pricing decision. Loan fees and the direct costs associated with the origination of loans are deferred and deducted from the loan balance. Deferred net loan fees are recognized in interest income over the term of the loan in a manner that approximates the level-yield method. We recognized loan fee income of $7.8 million for 2003, $5.0 million for 2002 and $4.2 million for 2001. 
27 

      Table 3 summarizes loan fee activity for the Bank for the years indicated. 
 	 	 	 	 	 	 	 	 	 	 	 	 	
		2003		2002		2001	

		(Amounts in thousands)	
Fees Collected 	 	$	11,014	 	 	$	5,727	 	 	$	4,287	 	
Fees and costs deferred 	 	 	(12,736	)	 	 	(5,444	)	 	 	(3,842	)	
Accretion of deferred fees and costs 	 	 	9,488	 	 	 	4,682	 	 	 	3,767	 	
 	 	 		 	 	 		 	 	 		 	
Total fee income reported 	 	$	7,766	 	 	$	4,965	 	 	$	4,212	 	
 	 	 		 	 	 		 	 	 		 	
Deferred net loan origination fees at end of year 	 	$	7,392	 	 	$	4,144	 	 	$	3,382	 	
 	 	 		 	 	 		 	 	 		 	
Interest on Investments 
      The second most important component of interest income is interest on investments, which totaled $67.3 million for 2003. This represented an increase of $3.9 million, or 6.15%, over interest on investments of $63.4 million for 2002. For 2002, interest on investments decreased $2.0 million, or 3.12%, over interest on investments of $65.4 million for 2001. The increase in interest on investments for 2003 and 2002 reflected increases in the average balance of investments offset by a lower interest rate environment. The decrease in interest on investments for 2002 and 2001 reflected increases in the average balance of investments offset by a lower interest rate environment. The interest rate environment and the investment strategies we employ directly affect the yield on the investment portfolio. We continually adjust our investment strategies in response to the changing interest rate environments in order to maximize the rate of total return consistent within prudent risk parameters, and to minimize the overall interest rate risk of the Company. The weighted-average yield on investments decreased to 4.31% for 2003, compared to 5.38% for 2002 and 6.42% for 2001. 
Provision for Credit Losses 
      We maintain an allowance for inherent credit losses that is increased by a provision for credit losses charged against operating results. We did not make a provision for credit losses during 2003 and 2002 and we believe the allowance is appropriate. No assurance can be given that economic conditions which adversely affect our service areas or other circumstances will not be reflected in increased provisions or credit losses in the future. The net charge-off totaled $1.4 million in 2003, $1.1 million in 2002 and $433,000 in 2001. See “Risk Management — Credit Risk” herein. 
Other Operating Income 
      Other operating income for the Company includes income derived from special services offered by the Bank, such as wealth management and trust services, merchant card, investment services, international banking, and other business services. Also included in other operating income are service charges and fees, primarily from deposit accounts; gains (net of losses) from the sale of investment securities, other real estate owned, and fixed assets; the gross revenue from Community and other revenues are not included as interest on earning assets. 
      Other operating income, including gain on the sale of investment securities, totaled $30.0 million for 2003. This represents an increase of $971,000, or 3.35%, from other operating income, including gain on the sale of investment securities, of $29.0 million for 2002. During 2002, other operating income, including gain on the sale of investment securities, increased $6.8 million, or 30.76%, over other operating income, including gain on the sale of investment securities, of $22.2 million for 2001. Other operating income as a percent of net revenues, including gain on the sale of investment securities, (net interest income plus other operating income) was 18.83% for 2003, as compared to 20.31% for 2002, and 17.72% for 2001. 
      Other operating income for 2003, without gains on the sale of investment securities, increased $1.7 million or 6.87%, as compared to 2002. Other operating income for 2002, without gains on the sale of investment securities, increased $2.0 million or 8.99%, as compared to 2001. 
28 

      Other operating income as a percent of net revenues (net interest income before loan loss provision plus other operating income) was 18.83% for 2003, as compared to 20.31% for 2002 and 17.72% for 2001. Excluding gains and losses on securities, other operating income as a percent of net revenues was 16.62% for 2003, as compared to 17.48% for 2002 and 17.68% for 2001. 
      The following table reconciles the differences in other operating income and the percentage of net revenues with and without the net gains on sales of investment securities in conformity with accounting principles generally accepted in the United States of America: 
Other Operating Income Reconciliation For the Twelve Months Ended December 31, 

		2003		2002		2001	
							
				Net						Net						Net			
		Without		Gains on		Reported		Without		Gains on		Reported		Without		Gains on		Reported	
		Gains		Securities		Earnings		Gains		Securities		Earnings		Gains		Securities		Earnings	

		(Amounts in thousands)	
Other Operating Income 	 	$	25,779	 	 	$	4,210	 	 	$	29,989	 	 	$	24,121	 	 	$	4,897	 	 	$	29,018	 	 	$	22,132	 	 	$	60	 	 	$	22,192	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net Revenues 	 	$	155,072	 	 	$	4,210	 	 	$	159,282	 	 	$	138,005	 	 	$	4,897	 	 	$	142,902	 	 	$	125,203	 	 	$	60	 	 	$	125,263	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Percent of Other Operating Income to Net Revenues 	 	 	16.62	%	 	 	100.00	%	 	 	18.83	%	 	 	17.48	%	 	 	100.00	%	 	 	20.31	%	 	 	17.68	%	 	 	100.00	%	 	 	17.72	%	
      We have presented other operating income without the realized gains or losses of investment securities to show shareholders the earnings from operations unaffected by the impact of the investment securities gains or losses. We believe this presentation allows the reader to determine our profitability before the impact of sales of investment securities. We believe the reader will be able to more easily determine the operational profit of the Company. 
      Service charges on deposit accounts totaled $15.0 million in 2003. This represented an increase of $885,000, or 6.25% over service charges on deposit accounts of $14.2 million in 2002. Service charges for demand deposits (checking) accounts for business customers are generally charged based on an analysis of their activity and include an earning allowance based on their average balances. Contributing to the increase in service charges on deposit accounts in 2003 was the lower interest rate environment that resulted in a lower account earnings allowance, which offsets services charges and the implementation of a revised service charge schedule. Service charges on deposit accounts in 2002 increased $1.2 million, or 9.26% over service charges on deposit accounts of $13.0 million in 2001. Service charges on deposit accounts represented 50.15% of other operating income in 2003, as compared to 48.78% in 2002 and 58.37% in 2001. 
      Wealth Management provides a variety of services, which include asset management services (both full management services and custodial services), estate planning, retirement planning, private and corporate trustee services, and probate services. Wealth Management generated fees of $3.9 million in 2003 and $3.8 million in 2002. The increase is primarily due to higher market valuation of portfolios under management. Fees generated by Wealth Management in 2002 decreased $77,000, or 2.02% over fees generated by Wealth Management of $3.8 million in 2001. The decrease in fees is due primarily to the impact of the stock market valuation of portfolios under management. Fees generated by Wealth Management represented 13.02% of other operating income in 2003, as compared to 12.97% in 2002 and 17.31% in 2001. 
      Investment Services, which provides mutual funds, certificates of deposit and other non-insured investment products, generated fees totaling $1.5 million in 2003. This represented a decrease of $5,000, or 0.34% over fees generated of $1.5 million in 2002. The decrease was due to the low interest rate environment and customers not utilizing non-bank products. Investment Services fees in 2002 increased $81,000, or 5.80% over fees generated of $1.4 million in 2001. Fees generated by Investment Services represented 4.91% of other operating income in 2003, as compared to 5.09% in 2002 and 6.29% in 2001. 
      Bankcard Services, which provides merchant bankcard services, generated fees totaling $1.4 million in 2003. This represented an increase of $242,000, or 20.64% over fees generated of $1.2 million in 2002. Bankcard fees in 2002 increased by $162,000, or 15.96% over fees generated of $1.0 million in 2001. Increases in both years are due to the number of customers using Bankcard services and the emphasis on reducing costs 
29 

with our outside processors. Fees generated by Bankcard represented 4.72% of other operating income in 2003, as compared to 4.05% in 2002 and 4.56% in 2001. 
      Other fees and income, which includes wire fees, other business services, international banking fees, check sale, ATM fees, miscellaneous income, etc., generated fees totaling $3.9 million in 2003. This represented an increase of $103,000, or 3.13% over other fees and income generated of $3.6 million in 2002. Other fees and income in 2002 increased by $363,000, or 12.41% over fees generated of $2.8 million in 2001. 
      Other fees and income also includes revenue from Community, a subsidiary of the Company. Total revenue from Community was approximately $124,000 in 2003, $106,000 in 2002, and $174,000 in 2001. 
      The sale of securities generated income totaling $4.2 million in 2003, $4.9 million in 2002, and $60,000 in 2001. The gain on sale of securities was primarily due to repositioning of the investment portfolio to take advantage of the current interest rate cycle. 
Other Operating Expenses 
      Other operating expenses includes expenses for salaries and benefits, occupancy, equipment, stationary and supplies, professional services, promotion, data processing, deposit insurance, other real estate owned, and other expenses. Other operating expenses totaled $77.8 million for 2003. This represents an increase of $11.7 million, or 17.77%, from other operating expenses of $66.1 million for 2002. During 2002, other operating expenses increased $5.9 million, or 9.81%, over other operating expenses of $60.2 million for 2001. The acquisition of Kaweah National Bank in 2003 and the acquisitions of Western Security Bank and Golden West Enterprises in 2002 contributed to the increase in other operating expenses in 2003 and 2002. 
      During 2003, we prepaid $75.0 million ($50.0 million in second quarter and $25.0 million in third quarter) in term borrowings from the Federal Home Loan Bank in order to take advantage of a decline in interest rates. This resulted in aggregate prepayment penalties of $5.3 million. The borrowings had maturities ranging from September 15, 2004 to January 21, 2006 and a weighted average cost of 5.05%. The $75 million in term borrowings were replaced with $75.0 million in short-term borrowing with an average rate of approximately 1.00% and maturities for less than one-month. We anticipate that the prepayment fee should be recovered with lower interest costs in 18 to 25 months depending on the direction and timing of changes in the interest rate environment. Also, we anticipate extending the term of the $75 million short-term borrowings within the next twelve months. 
      During 2003, we reversed an excess accrual of legal fees of $3.3 million as a result of the settlement of a lawsuit. This reversal was recorded as a reduction to other operating expenses. 
      For the most part, other operating expenses reflect the direct expenses and related administrative expenses associated with staffing, maintaining, promoting, and operating branch facilities. Our ability to control other operating expenses in relation to asset growth can be measured in terms of other operating expenses as a percentage of average assets. Operating expenses measured as a percentage of average assets decreased to 2.26% for 2003, compared to a ratio of 2.42% for 2002, and 2.59% for 2001. The decrease in the ratio indicates that management is controlling greater levels of assets with proportionately smaller operating expenses, an indication of operating efficiency. 
      Our ability to control other operating expenses in relation to the level of net revenue (net interest income plus other operating income) is measured by the efficiency ratio and indicates the percentage of net revenue that is used to cover expenses. For 2003, the efficiency ratio was 48.84%, compared to a ratio of 46.22% for 2002 and a ratio of 48.02% for 2001. The increase from 2002 to 2003 and 2001 to 2002 were primarily due to the net impact of gains on the sale of securities, the prepayment penalties, and the reversed excess legal fee accrual. Without such items, the efficiency ratio would have been 48.91% for 2003 as compared to 47.86% for 2002 and 48.05% for 2001. The increase in the ratio in 2003 was mainly due to additional expenses as a result of the acquisition of Kaweah National Bank and increases in salaries and employee benefits expenses from increased staffing levels. 
30 

      The following table reconciles the differences in operating efficiency ratio with and without the net gains on sales of investment securities, prepayment penalties, and the reversed excess legal fee accrual in conformity with accounting principles generally accepted in the United States of America: 
Operating Efficiency Ratio Reconciliation For the Twelve Months Ended December 31, 

		2003		2002		2001	
							
		Other				Operating		Other				Operating		Other				Operating	
		Operating		Net		Efficiency		Operating		Net		Efficiency		Operating		Net		Efficiency	
		Expense		Revenues		Ratio		Expense		Revenues		Ratio		Expense		Revenues		Ratio	

		(Amounts in thousands)	
Without net gain on sale of securities, the prepayment penalty, and reversed excess legal fee accrual 	 	$	75,838	 	 	$	155,072	 	 	 	48.91	%	 	$	66,056	 	 	$	138,005	 	 	 	47.86	%	 	$	60,155	 	 	$	125,203	 	 	 	48.05	%	
 	Net gain on sale of securities 	 	 	—	 	 	 	4,210	 	 	 	 	 	 	 	—	 	 	 	4,897	 	 	 	 	 	 	 	—	 	 	 	60	 	 	 	 	 	
 	Prepayment penalty for FHLB advance 	 	 	5,256	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	
 	Reversed excess legal fee accrual 	 	 	(3,300	)	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	—	 	 	 	 	 	
 	 	 		 	 	 		 	 	 	 	 	 	 		 	 	 		 	 	 	 	 	 	 		 	 	 		 	 	 	 	 	
Reported Amount 	 	$	77,794	 	 	$	159,282	 	 	 	48.84	%	 	$	66,056	 	 	$	142,902	 	 	 	46.22	%	 	$	60,155	 	 	$	125,263	 	 	 	48.02	%	
 	 	 		 	 	 		 	 	 	 	 	 	 		 	 	 		 	 	 	 	 	 	 		 	 	 		 	 	 	 	 	
      We have presented the operating efficiency ratio without the realized gains or losses of investment securities, the prepayment penalties, and the reversed excess legal fee accrual to show shareholders the earnings from operations unaffected by the impact of these items. We believe this presentation allows the reader to determine our profitability before the impact of items that may not be considered as normal operating items. We believe that the reader will be able to more easily determine the operational profit of the Company. 
      Salaries and related expenses comprise the greatest portion of other operating expenses. Salaries and related expenses totaled $41.5 million for 2003. This represented an increase of $5.5 million, or 15.35%, over salaries and related expenses of $36.0 million for 2002. Salary and related expenses increased $3.4 million, or 10.25%, over salaries and related expenses of $32.6 million for 2001. At December 31, 2003, we employed 670 persons, 459 on a full-time and 211 on a part-time basis, this compares to 618 persons, 417 on a full-time and 201 on a part-time basis at December 31, 2002, and 575 persons, 355 on a full-time and 220 on a part-time basis at December 31, 2001. The increases in 2003 and 2002 resulted from increased staffing levels associated with the acquisitions of Kaweah National Bank, Western Security Bank and Golden West Enterprises and internal growth. Salaries and related expenses as a percent of average assets decreased to 1.21% for 2003, compared to 1.32% for 2002, and 1.40% for 2001. 
      Occupancy and equipment expenses represent the cost of operating and maintaining branch and administrative facilities, including the purchase and maintenance of furniture, fixtures, office and equipment and data processing equipment. Occupancy expense totaled $6.7 million for 2003. This represented an increase of $399,000, or 6.30%, over occupancy expense of $6.3 million for 2002. Occupancy expense for 2002 increased $681,000, or 12.04%, from an expense level of $5.7 million for 2001. The increase in occupancy expense was primarily due to the acquisition of Kaweah National Bank in 2003 and the acquisitions of Western Security Bank and Golden West Enterprises, Inc. in 2002 as well as the on going remodeling and upkeep of our facilities. Equipment expense totaled $6.9 million for 2003. This represented an increase of $666,000, or 10.72%, over the $6.2 million expense for 2002. For 2002, equipment expense increased $891,000, or 16.75%, from an expense of $5.3 million for 2001. The increase in equipment expense primarily reflects the upgrade to image processing equipment and the on going upgrade of other computer equipment. 
      Stationary and supplies expense totaled $5.0 million for 2003. This represented an increase of $986,000, or 24.80%, over the expense of $4.0 million for 2002. Stationary and supplies expense for 2002 increased $358,000, or 9.88%, over the expense of $3.6 million for 2001. The increase was primarily due to the acquisition of Kaweah National Bank and the internal growth of business. 
31 

      Professional services totaled $4.0 million for 2003. This represented a decrease of $79,000 or 1.93%, over an expense of $4.1 million for 2002. For 2002, professional services increased $112,000, or 2.81%, from an expense of $4.0 million for 2001. 
      Promotion expense totaled $4.5 million for 2003. This represented an increase of $840,000, or 22.81%, from an expense of $3.7 million for 2002. Promotion expense increased for 2002 by $461,000, or 14.29%, over an expense of $3.2 million for 2001. The increase in promotional expenses was primarily associated with the acquisition of Kaweah National Bank, and the opening of the de novo Business Financial Center in Fresno, in California’s central valley in 2003 and the opening of the Business Financial Center in Bakersfield and the acquisitions of Western Security Bank and Golden West Enterprises in 2002. 
      Data processing expense totaled $1.2 million for 2003. This represented a decrease of $107,000, or 8.22%, from an expense of $1.3 million for 2002. Data processing expense increased for 2002 by $42,000, or 3.36%, over an expense of $1.3 million for 2001. 
      The amortization expense of intangibles totaled $815,000 for 2003. This represented an increase of $236,000, or 40.89%, from an expense of $578,000 for 2002. Amortization expense of intangibles decreased for 2002 by $342,000, or 37.18%, from amortization expense of goodwill and intangibles of $920,000 for 2001. The decrease in 2002 is a result of the adoption of the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 142, “Accounting for Goodwill and Other Intangible Assets”. SFAS No. 142 established new accounting standards for goodwill and other intangible assets requiring the continued recognition of goodwill and intangible assets as assets but does not permit amortization of goodwill as previously required by APB Opinion No. 17. 
      Other operating expenses totaled $7.2 million for 2003. This represented an increase of $3.3 million, or 83.55%, from an expense of $3.9 million for 2002. The increase in 2003 was primarily due to prepayment penalties of $5.3 million as a result of prepayment of $75.0 million term borrowings from the Federal Home Loan Bank in order to take advantage of a decline in interest rates, offset by $3.3 million reversal of excess legal fee accrual as a result of the settlement of a lawsuit. Other operating expenses increased for 2002 by $352,000, or 9.87%, over an expense of $3.6 million for 2001. 
Income Taxes 
      Our effective tax rate for 2003 was 35.2%. This compares to effective tax rates of 35.3% for 2002, and 36.8% for 2001. These rates are below the nominal combined Federal and State tax rates as a result of tax preference income from certain investments for each period. The majority of tax preference income is derived from municipal securities. 
Subsequent Event 
      On January 27, 2004, employees of the Bank discovered that a break-in had occurred at one of our Business Financial Centers. During this break-in, some of the customers’ safe deposit boxes were compromised. To date, our customers have been contacted, but the actual amount of the recompense to be made to the customers has not been determined. We are working with our customers and insurance company to make restitution. 
ANALYSIS OF FINANCIAL CONDITION 
      The Company reported total assets of $3.85 billion at December 31, 2003. This represented an increase of $730.9 million, or 23.40%, from total assets of $3.12 billion at December 31, 2002. For 2002, total assets increased $609.3 million, or 24.24%, from total assets of $2.51 billion at December 31, 2001. 
Investment Securities 
      The Company maintains a portfolio of investment securities to provide interest income and to serve as a source of liquidity for its ongoing operations. The tables below set forth information concerning the 
32 

composition of the investment securities portfolio at December 31, 2003, 2002, and 2001, and the maturity distribution of the investment securities portfolio at December 31, 2003. At December 31, 2003, we reported total investment securities of $1.87 billion. This represents an increase of $435.2 million, or 30.42%, over total investment securities of $1.42 billion at December 31, 2002. For 2002, investment securities increased $268.8 million, or 23.13%, greater than total investment securities of $1.16 billion at December 31, 2001. 
      Under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, securities held as “available-for-sale” are reported at current market value for financial reporting purposes. The related unrealized gain or loss, net of income taxes, is recorded in stockholders’ equity. At December 31, 2003, securities held as available-for-sale had a fair market value of $1.87 billion, representing 100.00% of total investment securities with an amortized cost of $1.84 billion. At December 31, 2003, the net unrealized holding gain on securities available-for-sale was $29.8 million and that resulted in, accumulated other comprehensive income of $17.3 million (net of $12.5 million in deferred taxes). 
      The composition of the investment portfolio consists of the following: 

		Maturing	
			
				After one				After five			
				Weighted		year		Weighted		years		Weighted		After		Weighted				Weighted			
		One year		Average		through five		Average		through		Average		ten		Average		Balance as of		Average		% to	
2003		or less		Yield		years		Yield		ten years		Yield		years		Yield		December 31,		Yield		Total	

		(Amounts in thousands)	
U.S. Treasury Securities 	 	$	503	 	 	 	1.95%	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 	 	 	 	$	503	 	 	 	1.95%	 	 	 	0.03%	 	
Mortgage-backed securities 	 	 	43,638	 	 	 	3.03%	 	 	 	1,110,319	 	 	 	4.04%	 	 	 	17,141	 	 	 	4.03%	 	 	 	5,414	 	 	 	7.54%	 	 	 	1,176,512	 	 	 	4.02%	 	 	 	65.21%	 	
CMO/REMIC’s 	 	 	133,279	 	 	 	3.34%	 	 	 	160,492	 	 	 	3.59%	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	293,771	 	 	 	3.47%	 	 	 	16.28%	 	
Government Securities 	 	 	20,316	 	 	 	3.65%	 	 	 	16,625	 	 	 	3.46%	 	 	 	—	 	 	 	 	 	 	 	—	 	 	 	 	 	 	 	36,941	 	 	 	3.56%	 	 	 	2.05%	 	
Municipal Securities 	 	 	5,086	 	 	 	6.13%	 	 	 	67,851	 	 	 	6.76%	 	 	 	200,152	 	 	 	6.71%	 	 	 	23,294	 	 	 	6.57%	 	 	 	296,383	 	 	 	6.70%	 	 	 	16.43%	 	
 	 	 		 	 	 	 	 	 	 		 	 	 	 	 	 	 		 	 	 	 	 	 	 		 	 	 	 	 	 	 		 	 	 	 	 	 	 		 	
TOTAL 	 	$	202,822	 	 	 	3.37%	 	 	$	1,355,287	 	 	 	4.11%	 	 	$	217,293	 	 	 	6.50%	 	 	$	28,708	 	 	 	6.75%	 	 	$	1,804,110	 	 	 	4.36%	 	 	 	100.00%	 	
 	 	 		 	 	 	 	 	 	 		 	 	 	 	 	 	 		 	 	 	 	 	 	 		 	 	 	 	 	 	 		 	 	 	 	 	 	 		 	
      The above table excludes securities without stated maturities. The maturity of each security category is defined as the contractual maturity except for the categories of mortgage-backed securities and CMO/REMIC’s whose maturities are defined as the average life. The final maturity of mortgage-backed securities and CMO/REMIC’s will differ from their contractual maturities because the underlying mortgages have the right to repay such obligations without penalty. The speed at which the underlying mortgages repay is influenced by many factors, one of which is interest rates. Mortgages tend to repay faster as interest rates fall and slower as interest rate rise. This will either shorten or extend the average life. Also, the yield on mortgages-backed securities and CMO/REMIC’s are affected by the speed at which the underlying mortgages repay. This is caused by the change in the amount of amortization of premiums or accretion of discount of each security as repayments increase or decrease. The Company obtains the average life of each security from independent third parties. 
      The weighted-average yield on the investment portfolio at December 31, 2003 was 4.31% with a weighted-average life of 3.2 years. This compares to a yield of 5.91% at December 31, 2002 with a weighted-average life of 2.8 years. The weighted average life is the average number of years that each dollar of unpaid 
33 

principal due remains outstanding. Average life is computed as the weighted-average time to the receipt of all future cash flows, using as the weights the dollar amounts of the principal pay-downs. 

		At December 31,	

		2003		2002		2001	
							
		Amount		Percent		Amount		Percent		Amount		Percent	

		(Amounts in thousands)	
U.S. Treasury Securities 	 	$	503	 	 	 	0.03	%	 	$	503	 	 	 	0.04	%	 	$	1,029	 	 	 	0.09	%	
Mortgage-backed Securities 	 	 	1,176,512	 	 	 	63.05	%	 	 	571,130	 	 	 	39.93	%	 	 	334,876	 	 	 	28.82	%	
CMO/REMIC’s 	 	 	293,771	 	 	 	15.75	%	 	 	341,930	 	 	 	23.90	%	 	 	317,262	 	 	 	27.31	%	
Government Securities 	 	 	36,941	 	 	 	1.98	%	 	 	31,377	 	 	 	2.19	%	 	 	51,232	 	 	 	4.41	%	
Municipal Securities 	 	 	296,383	 	 	 	15.89	%	 	 	269,111	 	 	 	18.81	%	 	 	249,217	 	 	 	21.45	%	
Corporate Securities 	 	 	—	 	 	 	—	 	 	 	139,206	 	 	 	9.73	%	 	 	129,528	 	 	 	11.15	%	
FHLMC Preferred Stock 	 	 	61,100	 	 	 	3.27	%	 	 	56,100	 	 	 	3.92	%	 	 	63,938	 	 	 	5.50	%	
Other Securities 	 	 	572	 	 	 	0.03	%	 	 	21,242	 	 	 	1.48	%	 	 	14,739	 	 	 	1.27	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	TOTAL 	 	$	1,865,782	 	 	 	100.00	%	 	$	1,430,599	 	 	 	100.00	%	 	$	1,161,821	 	 	 	100.00	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
      Approximately 87.67% of the portfolio represents securities issued by the U.S. government or U.S. government agencies, which guarantee payment of principal and interest. 
Composition of the Fair Value and Gross Unrealized Losses of Securities Available-for-Sale: 

		Less than 12 months		12 months or longer		Total	
							
				Gross				Gross				Gross	
				Unrealized				Unrealized				Unrealized	
				Holding				Holding				Holding	
Description of Securities		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses	

		(Amounts in thousands)	
Mortgage-backed securities 	 	$	655,580	 	 	$	8,206	 	 	$	11,604	 	 	$	27	 	 	$	667,184	 	 	$	8,233	 	
CMO/ REMICs 	 	 	87,494	 	 	 	653	 	 	 	—	 	 	 	—	 	 	 	87,494	 	 	 	653	 	
Municipal bonds 	 	 	7,992	 	 	 	208	 	 	 	295	 	 	 	1	 	 	 	8,287	 	 	 	209	 	
FHLMC Preferred Stock 	 	 	21,500	 	 	 	2,250	 	 	 	39,600	 	 	 	400	 	 	 	61,100	 	 	 	2,650	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	TOTAL 	 	$	772,566	 	 	$	11,317	 	 	$	51,499	 	 	$	428	 	 	$	824,065	 	 	$	11,745	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
      The table above shows the Company’s investment securities’ gross unrealized losses and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2003. The Company has reviewed individual securities classified as available-for-sale to determine whether a decline in fair value below the amortized cost basis is other-than-temporary. If it is probable that the Company will be unable to collect all amounts due according to the contractual terms of a debt security not impaired at acquisition, an other-than-temporary impairment shall be considered to have occurred. If an other-than-temporary impairment occurs the cost basis of the security would be written down to its fair value as a new cost basis and the write down accounted for as a realized loss. 
      Despite the unrealized loss position of these securities, the Company has concluded, as of December 31, 2003, that these investments are not other-than-temporarily impaired. This assessment was based on the following factors: i) the length of the time and the extent to which the market value has been less than cost; ii) the financial condition and near-term prospects of the issuer; iii) the intent and ability of the Company to retain its investment in a security for a period of time sufficient to allow for any anticipated recovery in market value; and iv) general market conditions which reflect prospects for the economy as a whole, including interest rates and sector credit spreads. As of December 31, 2003, we have determined that an other-than-temporary impairment does not exist for any of the securities held. 
34 

Loans 
      At December 31, 2003, the Company reported total loans, net of deferred loan fees, of $1.76 billion. This represents an increase of $313.9 million, or 21.71%, over total loans of $1.45 billion at December 31, 2002. For 2002, total loans increased $258.5 million, or 21.77%, over total loans, net of deferred loan fees of $1.19 billion at December 31, 2001. 
      Table 4 presents the distribution of our loan portfolio at the dates indicated. 

		December 31,	
			
		2003		2002		2001		2000		1999	

		(Amounts in thousands)	
Commercial and Industrial(1) 	 	$	884,870	 	 	$	688,509	 	 	$	491,989	 	 	$	425,130	 	 	$	392,094	 	
Real Estate 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Construction 	 	 	156,287	 	 	 	105,486	 	 	 	69,603	 	 	 	58,373	 	 	 	48,078	 	
 	Mortgage(1) 	 	 	388,626	 	 	 	396,707	 	 	 	422,085	 	 	 	401,408	 	 	 	375,387	 	
Consumer, net of unearned discount 	 	 	44,645	 	 	 	26,750	 	 	 	19,968	 	 	 	22,642	 	 	 	24,731	 	
Municipal Lease Finance Receivables 	 	 	37,866	 	 	 	17,852	 	 	 	20,836	 	 	 	23,633	 	 	 	21,268	 	
Agribusiness 	 	 	255,039	 	 	 	214,849	 	 	 	166,441	 	 	 	123,614	 	 	 	94,560	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	Gross Loans 	 	 	1,767,333	 	 	 	1,450,153	 	 	 	1,190,922	 	 	 	1,054,800	 	 	 	956,118	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Less: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Allowance for Credit Losses 	 	 	21,282	 	 	 	21,666	 	 	 	20,469	 	 	 	19,152	 	 	 	16,761	 	
 	Deferred Loan Fees 	 	 	7,392	 	 	 	4,144	 	 	 	3,382	 	 	 	3,307	 	 	 	3,566	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total Net Loans 	 	$	1,738,659	 	 	$	1,424,343	 	 	$	1,167,071	 	 	$	1,032,341	 	 	$	935,791	 	

		
(1) 	Included as Commercial and Industrial and Real Estate Mortgage loans are loans totaling $79.8 million for 2003, $70.9 million for 2002, $63.6 million for 2001, $59.1 million for 2000, $42.9 million for 1999, that represent loans to agricultural concerns for commercial or real estate purposes. 	
      Commercial and industrial loans are loans to commercial entities to finance capital purchases or improvements, or to provide cash flow for operations. Real estate loans are loans secured by conforming first trust deeds on real property, including property under construction, commercial property and single family and multifamily residences. Consumer loans include installment loans to consumers as well as home equity loans and other loans secured by junior liens on real property. Municipal lease finance receivables are leases to municipalities. Agribusiness loans are loans to finance the operating needs of wholesale dairy farm operations, cattle feeders, livestock raisers, and farmers. 
35 

      Table 5 provides the maturity distribution for commercial and industrial loans, real estate construction loans and agribusiness loans as of December 31, 2003. The loan amounts are based on contractual maturities although the borrowers have the ability to prepay the loans. Amounts are also classified according to re-pricing opportunities or rate sensitivity. 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
				After One					
				But					
		Within		Within		After			
		One Year		Five Years		Five Years		Total	

		(Amounts in thousands)	
Types of Loans: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Commercial and industrial(1) 	 	$	141,422	 	 	$	218,555	 	 	$	864,056	 	 	$	1,224,033	 	
 	Construction 	 	 	136,270	 	 	 	10,725	 	 	 	9,292	 	 	 	156,287	 	
 	Agribusiness 	 	 	236,425	 	 	 	6,946	 	 	 	11,668	 	 	 	255,039	 	
 	Other 	 	 	13,463	 	 	 	20,499	 	 	 	98,012	 	 	 	131,974	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	527,580	 	 	$	256,725	 	 	$	983,028	 	 	$	1,767,333	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Amount of Loans based upon: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Fixed Rates 	 	$	11,771	 	 	$	121,765	 	 	$	285,304	 	 	$	418,840	 	
 	Floating or adjustable rates 	 	 	515,809	 	 	 	134,960	 	 	 	697,724	 	 	 	1,348,493	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	527,580	 	 	$	256,725	 	 	$	983,028	 	 	$	1,767,333	 	

		
(1) 	Includes approximately $339.5 million in fixed rate commercial real estate loans. These loans are classified as real estate mortgage loans for the financial statements, but are accounted for as commercial and industrial loans on the Company’s books. 	
      As a normal practice in extending credit for commercial and industrial purposes, we may accept trust deeds on real property as collateral. In some cases, when the primary source of repayment for the loan is anticipated to come from the cash flow from normal operations of the borrower, the requirement of real property as collateral is not the primary source of repayment but an abundance of caution. In these cases, the real property is considered a secondary source of repayment for the loan. Since we lend primarily in Southern California, our real estate loan collateral is concentrated in this region. At December 31, 2003, substantially all of our loans secured by real estate were collateralized by properties located in Southern California. This concentration is considered when determining the adequacy of our allowance for credit losses. 
Non-performing Assets 
      At December 31, 2003, non-performing assets, which included non-performing loans, (nonaccrual loans, loans 90 days or more past due and still accruing interest, and restructured loans) (see Credit Risk) totaled $548,000. This represented a decrease of $276,000, or 33.50%, compared to non-performing assets of $824,000 at December 31, 2002. For 2002, total non-performing assets decreased $754,000, or 47.78%, from total non-performing assets of $1.6 million at December 31, 2001. The decrease in non-performing assets for 2003 compared to 2002 reflects a decrease in loans past due 90 days or more offset by an increase in nonaccrual loans. The decrease in non-performing assets for 2002 compared to 2001 reflects a decrease in nonaccrual loans offset by an increase in loans past due 90 days or more. In addition, we classified loans as impaired totaling $572,000 at December 31, 2003. This represented a decrease of $4.1 million, or 87.91%, compared to loans classified as impaired of $4.7 million at December 31, 2002. A loan is impaired when, based on current information and events, it is probable that a creditor will be unable to collect all amounts (contractual interest and principal) according to the contractual terms of the loan agreement. 
      At December 31, 2003, we had loans on which interest was no longer accruing (nonaccrual) totaling $548,000. This represented an increase of $358,000, or 188.42%, from total nonaccrual loans of $190,000 at December 31, 2002. For 2002, total nonaccrual loans decreased $1.4 million, or 87.93%, over total nonaccrual 
36 

loans of $1.6 million at December 31, 2001. The Bank has allocated specific reserves included in the allowance for credit losses for potential losses on these loans. 
      A restructured loan is a loan on which terms or conditions have been modified due to the deterioration of the borrower’s financial condition. At December 31, 2003, and 2002 we had no loans that were classified as restructured. 
      Although we believe that non-performing loans are generally well secured and that potential losses are provided for in our allowance for credit losses, there can be no assurance that future deterioration in economic conditions or collateral values will not result in future credit losses. Table 6 provides information on non-performing loans and other real estate owned at the dates indicated. 
TABLE 6 — Non-Performing Assets 

		December 31,	
			
		2003		2002		2001		2000		1999	

		(Amounts in thousands)	
Nonaccrual loans 	 	$	548	 	 	$	190	 	 	$	1,574	 	 	$	966	 	 	$	1,191	 	
Loans past due 90 days or more 	 	 	—	 	 	 	634	 	 	 	4	 	 	 	—	 	 	 	3	 	
Restructured loans 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Other real estate owned (OREO) 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	359	 	 	 	703	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total nonperforming assets 	 	$	548	 	 	$	824	 	 	$	1,578	 	 	$	1,325	 	 	$	1,897	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Percentage of nonperforming assets to total loans outstanding & OREO 	 	 	0.03	%	 	 	0.06	%	 	 	0.13	%	 	 	0.13	%	 	 	0.20	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Percentage of nonperforming assets to total assets 	 	 	0.01	%	 	 	0.03	%	 	 	0.06	%	 	 	0.06	%	 	 	0.09	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
      Except for non-performing loans as set forth in Table 6 and loans disclosed as impaired, (see “Risk Management — Credit Risk” herein) we are not aware of any loans as of December 31, 2003 for which known credit problems of the borrower would cause serious doubts as to the ability of such borrowers to comply with their present loan repayment terms, or any known events that would result in the loan being designated as non-performing at some future date. We cannot, however, predict the extent to which the deterioration in general economic conditions, real estate values, increase in general rates of interest, change in the financial conditions or business of a borrower may adversely affect a borrower’s ability to pay. 
      At December 31, 2003, and 2002 the Company held no properties as other real estate owned. 
Deposits 
      The primary source of funds to support earning assets (loans and investments) is the generation of deposits from our customer base. The ability to grow the customer base and subsequently deposits is a crucial element in the performance of the Company. 
      We reported total deposits of $2.66 billion at December 31, 2003. This represented an increase of $350.5 million, or 15.18%, over total deposits of $2.31 billion at December 31, 2002. This increase reflected an addition of $81.7 million in deposits from the acquisition of Kaweah National Bank. During 2002, total deposits increased $433.0 million, or 23.07%, over total deposits of $1.88 billion at December 31, 2001. 
      The amount of non-interest-bearing demand deposits in relation to total deposits is an integral element in achieving a low cost of funds. Non-interest-bearing deposits represented 42.94% of total deposits as of December 31, 2003 and 41.50% of total deposits as of December 31, 2002. Non-interest-bearing demand deposits totaled $1.14 billion at December 31, 2003. This represented an increase of $183.7 million, or 19.16%, over total non-interest-bearing demand deposits of $958.7 million at December 31, 2002. For 2002, total non-interest-bearing demand deposits increased $192.3 million, or 25.10%, over non-interest-bearing demand deposits of $766.3 million at December 31, 2001. 
37 

      Table 7 provides the remaining maturities of large denomination ($100,000 or more) time deposits, including public funds, at December 31, 2003. 
TABLE 7 — Maturity Distribution of Large Denomination Time Deposits 
 	 	 	 	 	 	
		(Amounts in thousands)	
3 months or less 	 	$	214,062	 	
Over 3 months through 6 months 	 	 	146,104	 	
Over 6 months through 12 months 	 	 	25,511	 	
Over 12 months 	 	 	21,553	 	
 	 	 		 	
 	Total 	 	$	407,230	 	
 	 	 		 	
Other Borrowed Funds 
      To achieve the desired growth in earning assets we fund that growth through generating a source of funds. The first source of funds we pursue is non-interest-bearing deposits (the lowest cost of funds to the Company), next we pursue the growth in interest-bearing deposits and finally we supplement the growth in deposits with borrowed funds. Borrowed funds, as a percent of total funding (total deposits plus demand notes plus borrowed funds) was 22.79% at December 31, 2003, as compared to 16.76% at December 31, 2002. 
      During 2003 and 2002, we entered into short-term borrowing agreements with the Federal Home Loan Bank (FHLB). We had outstanding balances of $318.0 million and $166.0 million under these agreements at December 31, 2003 and 2002, respectively. FHLB held certain investment securities of the Bank as collateral for those borrowings. On December 31, 2003, we entered into an overnight agreement with certain financial institutions to borrow an aggregate of $87.5 million at a weighted average annual interest rate of 0.9 percent. We maintained cash deposits with the financial institutions as collateral for these borrowings. 
      During 2003 and 2002, we entered into long-term borrowing agreements with the FHLB. We had outstanding balances of $381.0 million and $272.0 million under these agreements at December 31, 2003 and 2002, respectively. FHLB held certain investment securities of the Bank as collateral for those borrowings. 
      At December 31, 2003, borrowed funds totaled $786.5 million. This represented an increase of $318.5 million, or 68.06%, from total borrowed funds of $468.0 million at December 31, 2002. For 2002, total borrowed funds increased $93.0 million, or 24.80%, from a balance of $375.0 million at December 31, 2001. The maximum outstanding at any month-end was $793.0 million during 2003, $468.0 million during 2002, and $465.0 million during 2001. 
Aggregate Contractual Obligations 
      The following table summarizes the aggregate contractual obligations as of December 31, 2003: 

				Maturity by Period	
					
						One Year		Four Year			
				Less Than		to Three		to Five		After Five	
		Total		One Year		Years		Years		Years	

				(Amounts in thousands)			
2003	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deposits 	 	$	2,660,510	 	 	$	2,102,353	 	 	$	557,580	 	 	$	256	 	 	$	321	 	
FHLB and Other Borrowings 	 	 	790,334	 	 	 	409,334	 	 	 	226,000	 	 	 	55,000	 	 	 	100,000	 	
Junior Subordinated Debentures 	 	 	82,476	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	82,476	 	
Deferred Compensation 	 	 	7,607	 	 	 	919	 	 	 	1,635	 	 	 	1,552	 	 	 	3,501	 	
Operating Leases 	 	 	14,711	 	 	 	3,570	 	 	 	5,353	 	 	 	3,197	 	 	 	2,591	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	Total 	 	$	3,555,638	 	 	$	2,516,176	 	 	$	790,568	 	 	$	60,005	 	 	$	188,889	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
      Deposits represent non-interest bearing, money market, savings, NOW, certificates of deposits, brokered and all other deposits held by the Company. 
38 

      FHLB borrowings represent the amounts that are due to the Federal Home Loan Bank. These borrowings have fixed maturity dates. Other borrowings represent the amounts that are due to overnight Federal funds purchases and TT&L. 
      Junior subordinated debentures represent the amounts that are due from the Company to CVB Statutory Trust I & CVB Statutory Trust II. The debentures have the same maturity as the Trust Preferred Securities, which mature in 2033, but become callable in whole or in part in 2008. 
      Deferred compensation represents the amounts that are due to former employees’ salary continuation agreements as a result of acquisitions. 
      Operating leases represent the total minimum lease payments under noncancelable operating leases. 
Off-Balance Sheet Arrangements 
      At December 31, 2003, we had commitments to extend credit of approximately $607.7 million, obligations under letters of credit of $46.0 million and available lines of credit totaling $308.0 million from certain financial institutions. Commitments to extend credit are agreements to lend to customers, provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments are generally variable rate, and many of these commitments are expected to expire without being drawn upon. As such, the total commitment amounts do not necessarily represent future cash requirements. We use the same credit underwriting policies in granting or accepting such commitments or contingent obligations as it does for on-balance sheet instruments, which consist of evaluating customers’ creditworthiness individually. 
      Standby letters of credit written are conditional commitments issued by the Bank to guarantee the financial performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. When deemed necessary, we hold appropriate collateral supporting those commitments. We do not anticipate any material losses as a result of these transactions. 
      The following table summarized the off-balance sheet items: 

				Maturity by Period	
					
						One Year		Four Year			
				Less Than		to Three		to Five		After Five	
		Total		One Year		Years		Years		Years	

		(Amounts in thousands)	
2003	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Available lines of credit 	 	$	308,000	 	 	$	308,000	 	 	$	—	 	 	$	—	 	 	$	—	 	
Commitment to extend credit 	 	 	607,703	 	 	 	319,386	 	 	 	45,688	 	 	 	51,162	 	 	 	191,467	 	
Obligations under letters of credit 	 	 	45,977	 	 	 	29,168	 	 	 	10,923	 	 	 	5,886	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	Total 	 	$	961,680	 	 	$	656,554	 	 	$	56,611	 	 	$	57,048	 	 	$	191,467	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Liquidity and Cash Flow 
      Since the primary sources and uses of funds for the Bank are loans and deposits, the relationship between gross loans and total deposits provides a useful measure of the Bank’s liquidity. Typically, the closer the ratio of loans to deposits is to 100%, the more reliant the Bank is on its loan portfolio to provide for short-term liquidity needs. Since repayment of loans tends to be less predictable than the maturity of investments and other liquid resources, the higher the loans to deposit ratio the less liquid are the Bank’s assets. For 2003, the Bank’s loan to deposit ratio averaged 62.82%, compared to an average ratio of 60.51% for 2002, and a ratio of 63.29% for 2001. 
      CVB is a company separate and apart from the Bank that must provide for its own liquidity. Substantially all of CVB’s revenues are obtained from dividends declared and paid by the Bank. The remaining cashflow is from rents paid by third parties on office space in our corporate headquarters. There are statutory and 
39 

regulatory provisions that could limit the ability of the Bank to pay dividends to CVB. At December 31, 2003, approximately $72.0 million of the Bank’s equity was unrestricted and available to be paid as dividends to CVB. Management of CVB believes that such restrictions will not have an impact on the ability of CVB to meet its ongoing cash obligations. As of December 31, 2003, neither the Bank nor CVB had any material commitments for capital expenditures. 
      For the Bank, sources of funds normally include principal payments on loans and investments, other borrowed funds, and growth in deposits. Uses of funds include withdrawal of deposits, interest paid on deposits, increased loan balances, purchases, and other operating expenses. 
      Net cash provided by operating activities totaled $71.9 million for 2003, $61.3 million for 2002, and $40.2 million for 2001. The increase for 2003 compared to 2002 was primarily the result of the increase in net interest income as a result of the growth in average earning assets. 
      Cash used for investing activities totaled $768.6 million for 2003, compared to $405.2 million for 2002 and $232.4 million for 2001. The funds used for investing activities primarily represented increases in investments and loans for each year reported. Funds obtained from investing activities for each year were obtained primarily from the sale and maturity of investment securities. 
      Funds provided from financing activities totaled $629.6 million for 2003, compared to $365.2 million for 2002 and $154.5 million for 2001. Cash flows from financing activities resulted from an increase in transaction deposits and borrowings, and to a lesser extent from money market, savings deposits. 
      At December 31, 2003, cash and cash equivalents totaled $112.0 million. This represented a decrease of $53.0, or 32.11%, from a total of $165.0 million at December 31, 2002. 
      Capital Resources 
      CVB Statutory Trust I — CVB Statutory Trust I was created on December 17, 2003 for the exclusive purpose of issuing and selling 6.51% Trust Preferred Securities. The Company invested $1,238,000 to establish the Trust. The $1,238,000 was recorded as “investment in CVB Statutory Trust I” and is presented as part of the “other assets” on the Consolidated Balance Sheets. On December 17, 2003, CVB Statutory Trust I completed a $40,000,000 offering of Trust Preferred Securities and used the gross proceeds from the offering and other cash totaling $41,238,000 to purchase a like amount of a junior subordinated debenture of the Company. 
      The junior subordinated debenture was issued concurrent with the issuance of the Trust Preferred Securities. The interest on the junior subordinated debentures, paid by the Company to CVB Statutory Trust I, represents the sole revenues of CVB Statutory Trust I and the sole source of dividend distribution to the holders of the Trust Preferred Securities. The Company has fully and conditionally guaranteed all of CVB Statutory Trust I’s obligations under the Trust Preferred Securities. The junior subordinated debenture is presented on a separate line on the Consolidated Balance Sheets. For financial reporting purposes, the Company records the interest paid to the Trust as “Interest expense — junior subordinated debentures” on its Consolidated Statements of Income. 
      We have the right, assuming no default has occurred, to defer payments of interest on the junior subordinated debenture at any time for a period not to exceed 20 consecutive quarters. The Trust Preferred Securities will mature on December 17, 2033, but become callable in part or in total on December 17, 2008 by CVB Statutory Trust I. The Trust Preferred Securities have a fixed interest rate of 6.51% during the first five years, after which the interest rate will float and reset quarterly at the three-month Libor rate plus 2.85%. 
      The Company contributed the $40 million net proceeds to the Bank to capitalize the growth of the Bank. 
      CVB Statutory Trust II — CVB Statutory Trust II was created on December 15, 2003 for the exclusive purpose of issuing and selling 6.46% Trust Preferred Securities. The Company invested $1,238,000 to establish the Trust. The $1,238,000 was recorded as “investment in CVB Statutory Trust II” and is presented as part of the “other assets” on the Consolidated Balance Sheets. On December 15, 2003, CVB Statutory Trust II completed a $40,000,000 offering of Trust Preferred Securities and used the gross proceeds from the offering 
40 

and other cash totaling $41,238,000 to purchase a like amount of a junior subordinated debenture of the Company. 
      The junior subordinated debenture was issued concurrent with the issuance of the Trust Preferred Securities. The interest on the junior subordinated debenture, paid by the Company to CVB Statutory Trust II, represents the sole revenues of CVB Statutory Trust II and the sole source of dividend distribution to the holders of the Trust Preferred Securities. The Company has fully and conditionally guaranteed all of CVB Statutory Trust II’s obligations under the Trust Preferred Securities. The junior subordinated debenture is presented on a separate line on the Consolidated Balance Sheets. For financial reporting purposes, the Company records the interest paid to the Trust as “Interest expense — junior subordinated debentures” on its Consolidated Statements of Income. 
      We have the right, assuming no default has occurred, to defer payments of interest on the junior subordinated debenture at any time for a period not to exceed 20 consecutive quarters. The Trust Preferred Securities will mature on December 15, 2033, but become callable in part or in total on December 15, 2008 by CVB Statutory Trust II. The Trust Preferred Securities have a fixed interest rate of 6.46% during the first five years, after which the interest rate will float and reset quarterly at the three-month Libor rate plus 2.85%. 
      The Company contributed the $40 million net proceeds to the Bank to capitalize the growth of the Bank. 
      Historically, the primary source of capital for the Company has been the retention of operating earnings. In order to ensure adequate levels of capital, we conduct an ongoing assessment of projected sources and uses of capital in conjunction with projected increases in assets and the level of risk. 
      Total stockholders’ equity was $286.7 million at December 31, 2003. This represented an increase of $26.9 million, or 10.35%, over total stockholders’ equity of $259.8 million at December 31, 2002. For 2002, total stockholders’ equity increased $39.1 million, or 17.70%, over total stockholders’ equity of $220.7 million at December 31, 2001. 
      On July 2, 2003, the Federal Reserve Bank issued Supervisory Letter SR 03-13 clarifying that bank holding companies should continue to report trust preferred securities in accordance with current Federal Reserve Bank instructions which allows trust preferred securities to be counted in Tier I capital subject to certain limitations. The Federal Reserve has indicated it will review the implications of any accounting treatment changes and, if necessary or warranted, will provide appropriate guidance. 
      The following table presents the amounts of regulatory capital and the capital ratios for the Company, compared to its minimum regulatory capital requirements as of December 31, 2003. We have included two calculations, one including the Trust Preferred Securities in capital and one excluding the Trust Preferred Securities from capital. We did this to indicate the impact on our capital ratios should the FRB exclude Trust Preferred Securities from Tier I capital. 

		As of December 31, 2003	

		Actual				Excess	

		Without Trust		With Trust				Without Trust		With Trust	
		Preferred		Preferred		Required		Preferred		Preferred	
											
		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio	

		(Amounts in thousands)	
Leverage ratio 	 	$	240,568	 	 	 	6.6	%	 	$	316,209	 	 	 	8.6	%	 	$	146,563	 	 	 	4.0	%	 	$	94,005	 	 	 	2.6	%	 	$	169,646	 	 	 	4.6	%	
Tier 1 risk-based ratio 	 	 	240,568	 	 	 	10.1	%	 	 	316,209	 	 	 	13.2	%	 	 	95,604	 	 	 	4.0	%	 	 	144,964	 	 	 	6.1	%	 	 	220,605	 	 	 	9.2	%	
Total risk-based ratio 	 	 	263,584	 	 	 	11.0	%	 	 	346,297	 	 	 	14.5	%	 	 	191,191	 	 	 	8.0	%	 	 	72,393	 	 	 	3.0	%	 	 	155,106	 	 	 	6.5	%	
      The following table presents the amounts of regulatory capital and the capital ratios for the Bank, compared to its minimum regulatory capital requirements as of December 31, 2003. The capital ratio for the Bank will not be impacted by any decision on Trust Preferred Securities by the FRB since these securities are at the CVB level and not at the Bank level. 
41 

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
			
		As of December 31, 2003	

		Actual		Required		Excess	
							
		Amount		Ratio		Amount		Ratio		Amount		Ratio	

		(Amounts in thousands)	
Leverage ratio 	 	$	314,405	 	 	 	8.6%	 	 	$	146,747	 	 	 	4.0%	 	 	$	167,658	 	 	 	4.6%	 	
Tier I risk-based ratio 	 	 	314,405	 	 	 	13.2%	 	 	 	95,346	 	 	 	4.0%	 	 	 	219,059	 	 	 	9.2%	 	
Total risk-based ratio 	 	 	337,420	 	 	 	14.2%	 	 	 	190,766	 	 	 	8.0%	 	 	 	146,654	 	 	 	6.2%	 	
      For purposes of calculating capital ratios, bank regulators have excluded adjustments to stockholders’ equity that result from mark-to-market adjustments of available-for-sale investment securities. At December 31, 2003, we had an unrealized gain on investment securities net of taxes of $17.3 million, compared to an unrealized gain net of taxes of $25.7 million at December 31, 2002. 
      Bank regulators have established minimum capital adequacy guidelines requiring that qualifying capital be at least 8.0% of risk-based assets, of which at least 4.0% must be Tier I capital (primarily stockholders’ equity). These ratios represent minimum capital standards. Under Prompt Corrective Action rules, certain levels of capital adequacy have been established for financial institutions. Depending on an institution’s capital ratios, the established levels can result in restrictions or limits on permissible activities. In addition to the aforementioned requirements, the Company and Bank must also meet minimum leverage ratio standards. The leverage ratio is calculated as Tier I capital divided by the most recent quarter’s average total assets. 
      The highest level for capital adequacy under Prompt Corrective Action is “Well Capitalized”. To qualify for this level of capital adequacy an institution must maintain a total risk-based capital ratio of at least 10.00% and a Tier I risk-based capital ratio of at least 6.00%. 
      During 2003, the Board of Directors of the Company declared quarterly cash dividends that totaled $0.48 per share for the full year after retroactive adjustment of a 10% stock dividend declared on December 17, 2003. We do not believe that the continued payment of cash dividends will impact the ability of the Company to continue to exceed the current minimum capital standards. 
      In October 2001, the Company’s Board of Directors authorized the repurchase of up to 2.0 million shares (all share amounts will not be adjusted to reflect stock dividends and splits) of our common stock. During 2003 and 2002, we repurchased 349,300 and 100,000 shares of common stock, for the total price of $7.1 million and $2.1 million, respectively. As of December 31, 2003, 1,550,700 shares remain available to be repurchased in the future. 
RISK MANAGEMENT 
      We have adopted a Risk Management Plan to ensure the proper control and management of all risk factors inherent in the operation of the Company and the Bank. Specifically, credit risk, interest rate risk, liquidity risk, transaction risk, compliance risk, strategic risk, reputation risk, price risk and foreign exchange risk, can all affect the market risk exposure of the Company. These specific risk factors are not mutually exclusive. It is recognized that any product or service offered by the Company may expose the Bank to one or more of these risks. 
Credit Risk 
      Credit risk is defined as the risk to earnings or capital arising from an obligor’s failure to meet the terms of any contract or otherwise fail to perform as agreed. Credit risk is found in all activities where success depends on counter party, issuer, or borrower performance. Credit risk arises through the extension of loans and leases, certain securities, and letters of credit. 
      Credit risk in the investment portfolio and correspondent bank accounts is addressed through defined limits in our policy statements. In addition, certain securities carry insurance to enhance credit quality of the bond. Limitations on industry concentration, aggregate customer borrowings, geographic boundaries and standards on loan quality also are designed to reduce loan credit risk. Senior Management, Directors’ 
42 

Committees, and the Board of Directors are provided with information to appropriately identify, measure, control and monitor the credit risk of the Bank. 
      Implicit in lending activities is the risk that losses will occur and that the amount of such losses will vary over time. Consequently, we maintain an allowance for credit losses by charging a provision for credit losses to earnings. Loans determined to be losses are charged against the allowance for credit losses. Our allowance for credit losses is maintained at a level considered by us to be adequate to provide for estimated probable losses inherent in the existing portfolio, and unused commitments to provide financing, including commitments under commercial and standby letters of credit. 
      The allowance for credit losses is based upon estimates of probable losses inherent in the loan and lease portfolio. The nature of the process by which we determine the appropriate allowance for credit losses requires the exercise of considerable judgment. The amount actually observed in respect of these losses can vary significantly from the estimated amounts. We employ a systemic methodology that is intended to reduce the differences between estimated and actual losses. 
      Our methodology for assessing the appropriateness of the allowance is conducted on a regular basis and considers all loans. The systemic methodology consists of two major elements. 
      The first major element includes a detailed analysis of the loan portfolio in two phases. The first phase is conducted in accordance with SFAS No. 114, “Accounting by Creditors for the Impairment of a Loan”, as amended by SFAS No. 118, “Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosures.” Individual loans are reviewed to identify loans for impairment. A loan is impaired when principal and interest are deemed uncollectable in accordance with the original contractual terms of the loan. Impairment is measured as either the expected future cash flows discounted at each loan’s effective interest rate, the fair value of the loan’s collateral if the loan is collateral dependent, or an observable market price of the loan (if one exists). Upon measuring the impairment, we will ensure an appropriate level of allowance is present or established. 
      Central to the first phase is our loan risk rating system. The originating credit officer assigns borrowers an initial risk rating, which is based primarily on a thorough analysis of each borrower’s financial capacity in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit administration personnel. Credits are monitored by line and credit administration personnel for deterioration in a borrower’s financial condition, which would impact the ability of the borrower to perform under the contract. Risk ratings are adjusted as necessary. 
      Based on the risk rating system specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that we believe indicates the probability that a loss has been incurred. We perform a detailed analysis of these loans, including, but not limited to, cash flows, appraisals of the collateral, conditions of the marketplace for liquidating the collateral and assessment of the guarantors. We then determine the inherent loss potential and allocate a portion of the allowance for losses as a specific allowance for each of these credits. 
      The second phase is conducted by evaluating or segmenting the remainder of the loan portfolio into groups or pools of loans with similar characteristics in accordance with SFAS No. 5, “Accounting for Contingencies.” In this second phase, groups or pools of homogeneous loans are reviewed to determine a portfolio formula allowance. In the case of the portfolio formula allowance, homogeneous portfolios, such as small business lending, consumer loans, agricultural loans, and real estate loans, are aggregated or pooled in determining the appropriate allowance. The risk assessment process in this case emphasizes trends in the different portfolios for delinquency, loss, and other-behavioral characteristics of the subject portfolios. 
      The second major element in our methodology for assessing the appropriateness of the allowance consists of our consideration of all known relevant internal and external factors that may affect a loan’s collectibility. This includes our estimates of the amounts necessary for concentrations, economic uncertainties, the volatility of the market value of collateral, and other relevant factors. The relationship of the two major elements of the allowance to the total allowance may fluctuate from period to period. 
43 

      In the second major element of the analysis which considers all known relevant internal and external factors that may affect a loan’s collectibility is based upon our evaluation of various conditions, the effects of which are not directly measured in the determination of the formula and specific allowances. The evaluation of the inherent loss with respect to these conditions is subject to a higher degree of uncertainty because they are not identified with specific problem credits or portfolio segments. The conditions evaluated in connection with the second element of the analysis of the allowance include, but are not limited to the following conditions that existed as of the balance sheet date: 
			
 	• 	then-existing general economic and business conditions affecting the key lending areas of the Company, 	
 		
 	• 	then-existing economic and business conditions of areas outside the lending areas, such as other sections of the United States, Asia and Latin America, 	
 		
 	• 	credit quality trends (including trends in non-performing loans expected to result from existing conditions), 	
 		
 	• 	collateral values, 	
 		
 	• 	loan volumes and concentrations, 	
 		
 	• 	seasoning of the loan portfolio, 	
 		
 	• 	specific industry conditions within portfolio segments, 	
 		
 	• 	recent loss experience in particular segments of the portfolio, 	
 		
 	• 	duration of the current business cycle, 	
 		
 	• 	bank regulatory examination results and 	
 		
 	• 	findings of our internal credit examiners. 	
      We review these conditions in discussion with our senior credit officers. To the extent that any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, our estimate of the effect of such condition may be reflected as a specific allowance applicable to such credit or portfolio segment. Where any of these conditions is not evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, our evaluation of the inherent loss related to such condition is reflected in the second major element allowance. Although we have allocated a portion of the allowance to specific loan categories, the adequacy of the allowance must be considered in its entirety. 
      We maintain an allowance for inherent credit losses that is increased by a provision for credit losses charged against operating results. The allowance for credit losses is also increased by recoveries on loans previously charged off and reduced by actual loan losses charged to the allowance. We did not have provision for credit losses for 2003 and 2002. For 2001, the provision for credit losses was $1.8 million. 
      At December 31, 2003, we reported an allowance for credit losses of $21.3 million. This represents a decrease of $383,000, or 1.77%, from the allowance for credit losses of $21.7 million at December 31, 2002. During the year 2003, we did not make a provision for credit losses. The decrease of $383,000 was due to a one-time reclassification of $1.8 million from the allowance for credit losses for unused committed lines of credit to other liabilities in December 2003 and the net charge offs of $1.4 million, offset by the $2.8 million allowance of credit losses from Kaweah National Bank as a result of the acquisition. At December 31, 2002, we reported an allowance for credit losses of $21.7 million. This represented an increase of $1.2 million, or 5.85%, from the allowance for credit losses of $20.5 million at December 31, 2001. During the year 2002, we did not make a provision for credit losses. The increase of $1.2 million was due to the net charge offs of $1.1 million, offset by the $2.3 million allowance of credit losses from Western Security Bank as a result of the acquisition in June 2002. (See Table 8 — Summary of Credit Loss Experience.) 
      At December 31, 2003, we had loans classified as impaired totaling $572,000. This represents a decrease of $4.2 million, or 87.91% compared to loans classified impaired of $4.7 million at December 31, 2002. For 
44 

2002, impaired loans decreased $10 million, or 67.90%, from impaired loans of $14.7 million at December 2001. Impaired loans, measured as a percent of gross loans, equaled 0.03%, 0.33%, and 1.24%, at December 31, 2003, 2002, and 2001 respectively. 
      Non-performing loans totaled $548,000 at December 31, 2003. This represented a decrease of $276,000 or 33.50%, from non-performing loans of $824,000 at December 31, 2002. For 2002, non-performing loans decreased $754,000, or 47.78%, from non-performing loans of $1.6 million at December 31, 2001. Non-performing loans, measured as a percent of gross loans, equaled 0.03%, 0.06%, and 0.13%, at December 31, 2003, 2002, and 2001, respectively. Non-accrual loans increased $358,000, or 188.42% to $548,000 at December 31, 2003. 
      For 2003, we charged-off $1.4 million of loans net of recoveries to the allowance for credit losses. This represented an increase of $290,000, or 25.71%, from 2002, in which we charged-off $1.1 million of loans, net of recoveries to the allowance for credit losses. For 2002, charged-off loans increased $695,000, or 160.51%, from 2001, in which we charged-off $433,000 of loans, net of recoveries to the allowance for credit losses. 
      Table 8 presents a comparison of net credit losses, the provision for credit losses (including adjustments incidental to mergers), and the resulting allowance for credit losses for each of the years indicated. 
45 

TABLE 8 — Summary of Credit Loss Experience 

		As of and For Years Ended December 31,	
			
		2003		2002		2001		2000		1999	

		(Amounts in thousands)	
Amount of Total Loans at End of Period(1) 	 	$	1,759,941	 	 	$	1,446,009	 	 	$	1,187,540	 	 	$	1,051,493	 	 	$	952,552	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Average Total Loans Outstanding(1) 	 	$	1,529,944	 	 	$	1,247,384	 	 	$	1,067,621	 	 	$	981,045	 	 	$	866,917	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Allowance for Credit Losses at Beginning of Period 	 	$	21,666	 	 	$	20,469	 	 	$	19,152	 	 	$	16,761	 	 	$	14,888	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Loans Charged-Off: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Real Estate 	 	 	982	 	 	 	41	 	 	 	113	 	 	 	559	 	 	 	483	 	
 	Commercial, Financial and Industrial 	 	 	1,507	 	 	 	2,048	 	 	 	854	 	 	 	193	 	 	 	522	 	
 	Agribusiness 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Lease Finance Receivables 	 	 	396	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Consumer Loans 	 	 	132	 	 	 	320	 	 	 	81	 	 	 	22	 	 	 	18	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total Loans Charged-Off 	 	 	3,017	 	 	 	2,409	 	 	 	1,048	 	 	 	774	 	 	 	1,023	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Recoveries: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Real Estate Loans 	 	 	336	 	 	 	1,062	 	 	 	—	 	 	 	139	 	 	 	6	 	
 	Commercial, Financial and Industrial 	 	 	889	 	 	 	176	 	 	 	455	 	 	 	221	 	 	 	184	 	
 	Agribusiness 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Lease Finance Receivables 	 	 	262	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Consumer Loans 	 	 	112	 	 	 	43	 	 	 	160	 	 	 	5	 	 	 	6	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total Loans Recovered 	 	 	1,599	 	 	 	1,281	 	 	 	615	 	 	 	365	 	 	 	196	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net Loans Charged-Off 	 	 	1,418	 	 	 	1,128	 	 	 	433	 	 	 	409	 	 	 	827	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Provision Charged to Operating Expense 	 	 	—	 	 	 	—	 	 	 	1,750	 	 	 	2,800	 	 	 	2,700	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Adjustments Incident to Mergers and reclassifications 	 	 	1,034	 	 	 	2,325	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Allowance for Credit Losses at End of period 	 	$	21,282	 	 	$	21,666	 	 	$	20,469	 	 	$	19,152	 	 	$	16,761	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Net Loans Charged-Off to Average Total Loans 	 	 	0.09	%	 	 	0.09	%	 	 	0.04	%	 	 	0.04	%	 	 	0.10	%	
Net Loans Charged-Off to Total Loans at End of Period 	 	 	0.08	%	 	 	0.08	%	 	 	0.04	%	 	 	0.04	%	 	 	0.09	%	
Allowance for Credit Losses to Average Total Loans 	 	 	1.39	%	 	 	1.74	%	 	 	1.92	%	 	 	1.95	%	 	 	1.93	%	
Allowance for Credit Losses to Total Loans at End of Period 	 	 	1.21	%	 	 	1.50	%	 	 	1.72	%	 	 	1.82	%	 	 	1.76	%	
Net Loans Charged-Off to Allowance for Credit Losses 	 	 	6.66	%	 	 	5.21	%	 	 	2.12	%	 	 	2.14	%	 	 	4.93	%	
Net Loans Charged-Off to Provision for Credit Losses 	 	 	—	 	 	 	—	 	 	 	24.74	%	 	 	14.61	%	 	 	30.63	%	

(1) 	Net of deferred loan origination fees. 	
46 

      While we believe that the allowance at December 31, 2003, was adequate to absorb losses from any known or inherent risks in the portfolio, no assurance can be given that economic conditions which adversely affect our service areas or other circumstances will not be reflected in increased provisions or credit losses in the future. 
      Table 9 provides a summary of the allocation of the allowance for credit losses for specific loan categories at the dates indicated. The allocations presented should not be interpreted as an indication that loans charged to the allowance for credit losses will occur in these amounts or proportions, or that the portion of the allowance allocated to each loan category represents the total amount available for future losses that may occur within these categories. 
TABLE 9 — Allocation of Allowance for Credit Losses 

		December 31,	

		2003		2002		2001		2000		1999	
											
		Allowance		% of		Allowance		% of		Allowance		% of		Allowance		% of		Allowance		% of	
		for Credit		Total		for Credit		Total		for Credit		Total		for Credit		Total		for Credit		Total	
		Losses		Allowance		Losses		Allowance		Losses		Allowance		Losses		Allowance		Losses		Allowance	

		(Amounts in thousands)	
Real Estate 	 	$	3,892	 	 	 	18.3%	 	 	$	4,158	 	 	 	19.2%	 	 	$	7,399	 	 	 	36.1%	 	 	$	10,037	 	 	 	52.4%	 	 	$	466	 	 	 	2.8%	 	
Commercial and Industrial 	 	 	15,508	 	 	 	72.9%	 	 	 	16,020	 	 	 	74.0%	 	 	 	7,243	 	 	 	35.4%	 	 	 	4,021	 	 	 	21.0%	 	 	 	9,794	 	 	 	58.4%	 	
Consumer 	 	 	149	 	 	 	0.7%	 	 	 	202	 	 	 	0.9%	 	 	 	127	 	 	 	0.7%	 	 	 	67	 	 	 	0.4%	 	 	 	130	 	 	 	0.8%	 	
Unallocated 	 	 	1,733	 	 	 	8.1%	 	 	 	1,286	 	 	 	5.9%	 	 	 	5,700	 	 	 	27.8%	 	 	 	5,027	 	 	 	26.2%	 	 	 	6,371	 	 	 	38.0%	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total 	 	$	21,282	 	 	 	100.0%	 	 	$	21,666	 	 	 	100.0%	 	 	$	20,469	 	 	 	100.0%	 	 	$	19,152	 	 	 	100.0%	 	 	$	16,761	 	 	 	100.0%	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Market Risk 
      In the normal course of its business activities, we are exposed to market risks, including price and liquidity risk. Market risk is the potential of loss from adverse changes in market rates and prices, such as interest rates (interest rate risk). Liquidity risk arises from the possibility that we may not be able to satisfy current or future commitments or that we may be more reliant on alternative funding sources such as long-term debt. Financial products that expose us to market risk includes securities, loans, deposits, debt, and derivative financial instruments. 
      The table below provides the actual balances as of December 31, 2003 of interest-earning assets (net of deferred loan fees and allowance for credit losses) and interest-bearing liabilities, including the average rate earned or paid for 2003, the projected contractual maturities over the next five years, and the estimated fair 
47 

value of each category determined using available market information and appropriate valuation methodologies. 

						Maturing	
							
		Balance		Average				Five years		Estimated	
		December 31,		Rate		One year		Two years		Three years		Four years		and beyond		Fair Value	

						(Amounts in thousands)	
2003	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest-Earning Assets Federal Funds Sold 	 	$	—	 	 	 	1.40	%	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	
Investment securities available for sale(1) 	 	 	1,804,111	 	 	 	4.36	%	 	 	202,822	 	 	 	317,657	 	 	 	388,261	 	 	 	505,478	 	 	 	389,893	 	 	 	1,804,111	 	
Loans and lease finance receivables, net 	 	 	1,738,659	 	 	 	6.47	%	 	 	527,580	 	 	 	78,154	 	 	 	48,122	 	 	 	61,754	 	 	 	1,023,049	 	 	 	1,754,949	 	
 	 	 		 	 	 	 	 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total interest earning assets 	 	$	3,542,770	 	 	 	 	 	 	$	730,402	 	 	$	395,811	 	 	$	436,383	 	 	$	567,232	 	 	$	1,412,942	 	 	$	3,559,060	 	
 	 	 		 	 	 	 	 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Interest-Bearing Liabilities Interest-bearing deposits 	 	$	1,518,180	 	 	 	1.12	%	 	$	960,023	 	 	$	494,157	 	 	$	45,801	 	 	$	17,622	 	 	$	577	 	 	$	1,528,305	 	
Demand note to U.S. Treasury 	 	 	3,834	 	 	 	0.79	%	 	 	3,834	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	3,834	 	
Borrowings 	 	 	786,500	 	 	 	3.08	%	 	 	405,500	 	 	 	51,000	 	 	 	175,000	 	 	 	55,000	 	 	 	100,000	 	 	 	798,268	 	
 	 	 		 	 	 	 	 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Total interest-bearing liabilities 	 	$	2,308,514	 	 	 	 	 	 	$	1,369,357	 	 	$	545,157	 	 	$	220,801	 	 	$	72,622	 	 	$	100,577	 	 	$	2,330,407	 	

		
(1) 	Excludes securities with no maturity dates. 	
Interest Rate Risk 
      During periods of changing interest rates, the ability to re-price interest-earning assets and interest-bearing liabilities can influence net interest income, the net interest margin, and consequently, our earnings. Interest rate risk is managed by attempting to control the spread between rates earned on interest-earning assets and the rates paid on interest-bearing liabilities within the constraints imposed by market competition in our service area. Short-term re-pricing risk is minimized by controlling the level of floating rate loans and maintaining a downward sloping ladder of bond payments and maturities. Basis risk is managed by the timing and magnitude of changes to interest-bearing deposit rates. Yield curve risk is reduced by keeping the duration of the loan and bond portfolios relatively short. Options risk in the bond portfolio is monitored monthly and actions are recommended when appropriate. 
      We monitor the interest rate “sensitivity” risk to earnings from potential changes in interest rates using various methods, including a maturity/re-pricing gap analysis. This analysis measures, at specific time intervals, the differences between earning assets and interest-bearing liabilities for which re-pricing opportunities will occur. A positive difference, or gap, indicates that earning assets will re-price faster than interest-bearing liabilities. This will generally produce a greater net interest margin during periods of rising interest rates, and a lower net interest margin during periods of declining interest rates. Conversely, a negative gap will generally produce a lower net interest margin during periods of rising interest rates and a greater net interest margin during periods of decreasing interest rates. 
48 

TABLE 10 — Asset and Liability Maturity/ Repricing Gap 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
				Over		Over			
		90 days or		90 days to		180 days to		Over	
		less		180 days		365 days		365 days	

		(Amounts in thousands)	
2003	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earning Assets: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Federal Funds Sold 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	
 	Investment Securities at carrying value 	 	 	182,986	 	 	 	135,979	 	 	 	253,597	 	 	 	1,403,416	 	
 	Total Loans 	 	 	606,676	 	 	 	113,964	 	 	 	211,726	 	 	 	806,918	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total 	 	$	789,662	 	 	$	249,943	 	 	$	465,323	 	 	$	2,210,334	 	
Interest Bearing Liabilities 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Savings Deposits 	 	$	632,056	 	 	$	—	 	 	$	—	 	 	$	327,967	 	
 	Time Deposits 	 	 	269,242	 	 	 	183,183	 	 	 	45,611	 	 	 	1,199,650	 	
 	Demand Note to U.S. Treasury 	 	 	3,834	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Other Borrowings 	 	 	492,082	 	 	 	26,000	 	 	 	1,000	 	 	 	381,000	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total 	 	 	1,397,214	 	 	 	209,183	 	 	 	46,611	 	 	 	1,908,617	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Period GAP 	 	$	(607,552	)	 	$	40,760	 	 	$	418,712	 	 	$	301,717	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Cumulative GAP 	 	$	(607,552	)	 	$	(566,792	)	 	$	(148,080	)	 	$	153,637	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
2002	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Earning Assets: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Federal Funds Sold 	 	$	40,000	 	 	$	—	 	 	$	—	 	 	$	—	 	
 	Investment Securities at carrying value 	 	 	236,229	 	 	 	130,593	 	 	 	196,626	 	 	 	889,051	 	
 	Total Loans 	 	 	655,997	 	 	 	66,491	 	 	 	145,331	 	 	 	556,524	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total 	 	$	932,226	 	 	$	197,084	 	 	$	341,957	 	 	$	1,445,575	 	
Interest Bearing Liabilities 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Savings Deposits 	 	$	509,160	 	 	$	—	 	 	$	—	 	 	$	275,539	 	
 	Time Deposits 	 	 	271,819	 	 	 	160,154	 	 	 	65,639	 	 	 	68,982	 	
 	Demand Note to U.S. Treasury 	 	 	14,888	 	 	 	—	 	 	 	—	 	 	 	—	 	
 	Other Borrowings 	 	 	150,000	 	 	 	26,000	 	 	 	20,000	 	 	 	272,000	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	Total 	 	 	945,867	 	 	 	186,154	 	 	 	85,639	 	 	 	616,521	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Period GAP 	 	$	(13,641	)	 	$	10,930	 	 	$	256,318	 	 	$	829,054	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
Cumulative GAP 	 	$	(13,641	)	 	$	(2,711	)	 	$	253,607	 	 	$	1,082,661	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
      Table 10 provides the Bank’s maturity/re-pricing gap analysis at December 31, 2003, and 2002. We had a negative cumulative 180-day gap of $566.8 million and a negative cumulative 365-days gap of $148.1 million at December 31, 2003. This represented an increase of $564.1 million, or 208.1 times, over the 180-day cumulative negative gap of $2.7 million at December 31, 2002. In theory, this would indicate that at December 31, 2003, $566.8 million more in liabilities than assets would re-price if there were a change in interest rates over the next 180 days. If interest rates increase, the negative gap would tend to result in a lower net interest margin. If interest rates decrease, the negative gap would tend to result in an increase in the net interest margin. However, we do have the ability to anticipate the increase in deposit rates, and the ability to extend interest-bearing liabilities, offsetting, in part, the negative gap. 
      The interest rates paid on deposit accounts do not always move in unison with the rates charged on loans. In addition, the magnitude of changes in the rates charged on loans is not always proportionate to the 
49 

magnitude of changes in the rate paid on deposits. Consequently, changes in interest rates do not necessarily result in an increase or decrease in the net interest margin solely as a result of the differences between re-pricing opportunities of earning assets or interest-bearing liabilities. The fact that the Bank reported a negative gap at December 31, 2003 for changes within the following 365 days does not necessarily indicate that, if interest rates decreased, net interest income would increase, or if interest rates increased, net interest income would decrease. 
      Approximately $1.47 billion, or 78.80%, of the total investment portfolio at December 31, 2003 consisted of securities backed by mortgages. The final maturity of these securities can be affected by the speed at which the underlying mortgages repay. Mortgages tend to repay faster as interest rates fall, and slower as interest rates rise. As a result, we may be subject to a “prepayment risk” resulting from greater funds available for reinvestment at a time when available yields are lower. Conversely, we may be subject to “extension risk” resulting, as lesser amounts would be available for reinvestment at a time when available yields are higher. Prepayment risk includes the risk associated with the payment of an investment’s principal faster than originally intended. Extension risk is the risk associated with the payment of an investment’s principal over a longer time period than originally anticipated. In addition, there can be greater risk of price volatility for mortgage-backed securities as a result of anticipated prepayment or extension risk. 
      We also utilize the results of a dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. The sensitivity of our net interest income is measured over a rolling two-year horizon. 
      The simulation model estimates the impact of changing interest rates on interest income from all interest-earning assets and interest expense paid on all interest-bearing liabilities reflected on our balance sheet. This sensitivity analysis is compared to policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon assuming no balance sheet growth, given a 200 basis point upward and a 200 basis point downward shift in interest rates. A parallel and pro rata shift in rates over a 12-month period is assumed. 
      The following reflects our net interest income sensitivity analysis as of December 31, 2003: 
 	 	 	
Simulated		Estimated Net Interest	
Rate Changes		Income Sensitivity	
			
+200 basis points 	 	(4.04%) 	
-200 basis points 	 	(1.24%) 	
      The estimated sensitivity does not necessarily represent a forecast and the results may not be indicative of actual changes to our net interest income. These estimates are based upon a number of assumptions including: the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, pricing strategies on loans and deposits, and replacement of asset and liability cash-flows. While the assumptions used are based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions including how customer preferences or competitor influences might change. See NOTE 19 — of the Notes to the Consolidated Financial Statements. 
Liquidity Risk 
      Liquidity risk is the risk to earnings or capital resulting from our inability to meet obligations when they come due without incurring unacceptable losses. It includes the ability to manage unplanned decreases or changes in funding sources and to recognize or address changes in market conditions that affect our ability to liquidate assets quickly and with minimum loss of value. Factors considered in liquidity risk management are stability of the deposit base; marketability, maturity, and pledging of investments; and the demand for credit. 
      In general, liquidity risk is managed daily by controlling the level of fed funds and the use of funds provided by the cash flow from the investment portfolio. To meet unexpected demands, lines of credit are maintained with correspondent banks, the Federal Home Loan Bank and the FRB. The sale of bonds maturing in the near future can also serve as a contingent source of funds. Increases in deposit rates are considered a last resort as a means of raising funds to increase liquidity. 
50 

Transaction Risk 
      Transaction risk is the risk to earnings or capital arising from problems in service or product delivery. This risk is significant within any bank and is interconnected with other risk categories in most activities throughout the Bank. Transaction risk is a function of internal controls, information systems, associate integrity, and operating processes. It arises daily throughout the Bank as transactions are processed. It pervades all divisions, departments and branches and is inherent in all products and services the Bank offers. 
      In general, transaction risk is defined as high, medium or low by the internal auditors during the audit process. The audit plan ensures that high risk areas are reviewed at least annually. 
      The key to monitoring transaction risk is in the design, documentation and implementation of well-defined procedures. All transaction related procedures include steps to report events that might increase transaction risk. Dual controls are also a form of monitoring. 
Compliance Risk 
      Compliance risk is the risk to earnings or capital arising from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, or ethical standards. Compliance risk also arises in situations where the laws or rules governing certain Bank products or activities of the Bank’s customers may be ambiguous or untested. Compliance risk exposes the Bank to fines, civil money penalties, payment of damages, and the voiding of contracts. Compliance risk can also lead to a diminished reputation, reduced business value, limited business opportunities, lessened expansion potential, and lack of contract enforceability. 
      There is no single or primary source of compliance risk. It is inherent in every Bank activity. Frequently, it blends into operational risk and transaction processing. A portion of this risk is sometimes referred to as legal risk. This is not limited solely to risk from failure to comply with consumer protection laws; it encompasses all laws, as well as prudent ethical standards and contractual obligations. It also includes the exposure to litigation from all aspects of banking, traditional and non-traditional. 
      Our Compliance Management Policy and Program and the Code of Ethical Conduct are the cornerstone for controlling compliance risk. An integral part of controlling this risk is the proper training of associates. The Compliance Officer is responsible for developing and executing a comprehensive compliance training program. The Compliance Officer will ensure that each associate receives adequate training with regard to their position to ensure that laws and regulations are not violated. All associates who deal in compliance high risk areas are trained to be knowledgeable about the level and severity of exposure in those areas and the policies and procedures in place to control such exposure. 
      Our Compliance Management Policy and Program includes an audit program aimed at identifying problems and ensuring that problems are corrected. The audit program includes two levels of review. One is in-depth audits performed by an external firm and the other is periodic monitoring performed by the Compliance Officer. 
      The Bank utilizes an external firm to conduct compliance audits as a means of identifying weaknesses in the compliance program itself. The external firm’s audit plan includes a periodic review of each branch and department of the Bank. 
      The branch or department that is the subject of an audit is required to respond to the audit and correct any violations noted. The Compliance Officer will review audit findings and the response provided by the branch or department to identify areas which pose a significant compliance risk to the Bank. 
      The Compliance Officer conducts periodic monitoring of the Bank’s compliance efforts with a special focus on those areas that expose the Bank to compliance risk. The purpose of the periodic monitoring is to ensure that Bank associates are adhering to established policies and procedures adopted by the Bank. The Compliance Officer will notify the appropriate department head and the Compliance Committee of any violations noted. The branch or department that is the subject of the review will be required to respond to the findings and correct any noted violations. 
51 

      The Bank recognizes that customer complaints can often identify weaknesses in the Bank’s compliance program which could expose the Bank to risk. Therefore, all complaints are given prompt attention. The Bank’s Compliance Management Policy and Program includes provisions on how customer complaints are to be addressed. The Compliance Officer reviews all complaints to determine if a significant compliance risk exists and communicates those findings to Senior Management. 
Strategic Risk 
      Strategic risk is the risk to earnings or capital arising from adverse decisions or improper implementation of strategic decisions. This risk is a function of the compatibility between an organization’s goals, the resources deployed against those goals and the quality of implementation. 
      Strategic risks are identified as part of the strategic planning process. Offsite strategic planning sessions are held annually. The strategic review consists of an economic assessment, competitive analysis, industry outlook and legislative and regulatory review. 
      A primary measurement of strategic risk is peer group analysis. Key performance ratios are compared to three separate peer groups to identify any sign of weakness and potential opportunities. The peer group consists of: 
		
 	      1. All banks of comparable size 	
 		
 	      2. High performing banks 	
 		
 	      3. A list of specific banks 	
      Another measure is the comparison of the actual results of previous strategic initiatives against the expected results established prior to implementation of each strategy. 
      The corporate strategic plan is formally presented to all branch managers and department managers at an annual leadership conference. 
Reputation Risk 
      Reputation risk is the risk to capital and earnings arising from negative public opinion. This affects the Bank’s ability to establish new relationships or services, or continue servicing existing relationships. It can expose the Bank to litigation and, in some instances, financial loss. 
Price and Foreign Exchange Risk 
      Price risk arises from changes in market factors that affect the value of traded instruments. Foreign exchange risk is the risk to earnings or capital arising from movements in foreign exchange rates. 
      The Bank’s current exposure to price risk is nominal. The Bank does not have trading accounts. Consequently, the level of price risk within the investment portfolio is limited to the need to sell securities for reasons other than trading. The section of this policy pertaining to liquidity risk addresses this risk. 
      The Bank does maintain deposit accounts with various foreign banks. The Bank’s Interbank Liability Policy limits the balance in any of these accounts to an amount that does not present a significant risk to the Bank’s earnings from changes in the value of foreign currencies. 
      The Bank’s asset liability model calculates the market value of the Bank’s equity. In addition, management prepares on a monthly basis a Capital Volatility report that compares changes in the market value of the investment portfolio. Given the Bank’s nominal exposure to price risk, no targets have been established to limit the level of price risk. 
      The Balance Sheet Management Policy requires the submission of a Fair Value Matrix Report to the Balance Sheet Management Committee on an annual basis. The report calculates the economic value of equity under different interest rate scenarios, revealing the level or price risk of the Bank’s interest sensitive asset and liability portfolios. 
52 

Recent Accounting Pronouncements 
      FASB issued FIN No. 46R, “Consolidation of Variable Interest Entities,” an interpretation of Accounting Research Bulletin No. 51. FIN No. 46R requires that variable interest entities be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. FIN No. 46R also requires disclosures about variable interest entities that companies are not required to consolidate but in which a company has a significant variable interest. The consolidation requirements must be adopted no later than the beginning of the first fiscal year or interim period beginning after March 15, 2004. The Company does not believe the adoption of such interpretation will have a material impact on our results of operations, financial position or cash flows. 
      In April 2003, FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” which clarifies and amends financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. In general, SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this statement did not have a material effect on the Company’s results of operations, financial position or cash flows. 
      In May 2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity that have been presented either entirely as equity or between the liabilities section and the equity section of the statement of financial position. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for public companies at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have a material effect on the Company’s results of operations, financial position or cash flows. 
      In December 2003, the Accounting Standards Executive Committee of the AICPA issued Statement of Position No. 03-3 (“SOP 03-3”), “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”. SOP 03-3 addresses the accounting for differences between the contractual cash flows and the cash flows expected to be collected from purchased loans or debt securities if those differences are attributable, in part, to credit quality. SOP 03-3 requires purchased loans and debt securities to be recorded initially at fair value based on the present value of the cash flows expected to be collected with no carryover of any valuation allowance previously recognized by the seller. Interest income should be recognized based on the effective yield from the cash flows expected to be collected. To the extent that the purchased loans or debt securities experience subsequent deterioration in credit quality, a valuation allowance would be established for any additional cash flows that are not expected to be received. However, if more cash flows subsequently are expected to be received than originally estimated, the effective yield would be adjusted on a prospective basis. SOP 03-3 will be effective for loans and debt securities acquired after December 31, 2004. Although the Company anticipates that the implementation of SOP 03-3 will require loan system and operational changes to track credit related losses on loans purchased starting in 2005, it is not expected to have a significant effect on the Company’s results of operations, financial position and cash flows. 

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	
      Market risk is the risk of loss from adverse changes in the market prices and interest rates. Our market risk arises primarily from interest rate risk inherent in our lending and deposit taking activities. We currently do not enter into futures, forwards, or option contracts. For greater discussion on the risk management of the Company, see Item 7. Management’s Discussion and Analysis of Financial Condition and the Results of Operations — Risk Management. 
53 

 
		
Item 8.	Financial Statements and Supplementary Data	
CVB FINANCIAL CORP. 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS 
AND FINANCIAL STATEMENT SCHEDULES 
 	 	 	 	 	
		Page	
			
Consolidated Financial Statements 	 	 	 	 	
Consolidated Balance Sheets — December 31, 2003 and 2002 	 	 	59	 	
Consolidated Statements of Earnings Years Ended December 31, 2003, 2002 and 2001 	 	 	60	 	
Consolidated Statements of Stockholders’ Equity Years Ended December 31, 2003, 2002 and 2001 	 	 	61	 	
Consolidated Statements of Cash Flows Years Ended December 31, 2003, 2002 and 2001 	 	 	62	 	
Notes to Consolidated Financial Statements 	 	 	64	 	
Independent Auditors’ Report 	 	 	90	 	
      All schedules are omitted because they are not applicable, not material or because the information is included in the financial statements or the notes thereto. 

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	
      None 

Item 9A.	Controls and Procedures	
      We maintain controls and procedures designed to ensure that information is recorded and reported in all filings of financial reports. Such information is reported to our management, including our Chief Executive Officer and Chief Financial Officer to allow timely and accurate disclosure based on the definition of “disclosure controls and procedures” in SEC Rule 13a-15(e) and 15d-15(c). 
      As of the end of the period covered by this report, we carried out an evaluation of the effectiveness of our controls and disclosure procedures under the supervision and with the participation of the Chief Executive Officer, the Chief Financial Officer and other senior management of the Company. Based on the foregoing, our Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective. 
      During our most recent fiscal quarter, there have been no changes in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. 
54 

PART III 

Item 10.	Directors and Executive Officers of the Registrant	
      Except as hereinafter noted, the information concerning directors and executive officers of the Company and our audit committee financial expert is incorporated by reference from the section entitled “Discussion of Proposals recommended by the Board — Proposal 1: Election of Directors” and “Beneficial Ownership Reporting Compliance” and “Audit Committee” of our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the end of the last fiscal year. For information concerning executive officers of the Company, see “Item 4(A). EXECUTIVE OFFICERS OF THE REGISTRANT” above. 
      The Company has adopted a Code of Ethics that applies to all of the Company’s employees, including the Company’s principal executive officers, the principal financial and accounting officer, and all employees who perform these functions. A copy of the Code of Ethics is available to any person without charge, by submitting a request to the Company’s Chief Financial Officer at 701 N. Haven Avenue, Suite 350, Ontario, CA 91764. 

Item 11.	Executive Compensation	
      Information concerning management remuneration and transactions is incorporated by reference from the section entitled “Executive Compensation” of our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the end of the last fiscal year. 

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	
      The following table summarizes information as of December 31, 2003 relating to our equity compensation plans pursuant to which grants of options, restricted stock, or other rights to acquire shares may be granted from time to time. 
Equity Compensation Plan Information 
 	 	 	 	 	 	 	 	 	 	 	 	 	
						Number of Securities	
		Number of Securities to				Remaining Available for	
		be Issued Upon Exercise		Weighted-average		Future Issuance Under	
		of Outstanding Options,		Exercise Price of		Equity Compensation Plans	
		Warrants and		Outstanding Options,		(excluding securities	
Plan Category		Rights (a)		Warrants and Rights (b)		reflected in column (a)) (c)	
							
Equity compensation plans approved by security holders 	 	 	1,485,975	 	 	$	8.39	 	 	 	3,357,416	 	
Equity compensation plans not approved by security holders(1) 	 	 	70,564	 	 	$	5.77	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
Total 	 	 	1,556,539	 	 	$	8.27	 	 	 	3,357,416	 	

		
(1) 	The sole equity compensation plan not previously submitted to Company shareholders for approval is the CVB Financial Corp. 1999 Orange National Bancorp 1997 Continuation Stock Option Plan, which the Company adopted in connection with its acquisition of Orange National Bancorp and Orange National Bank. Pursuant to this plan, options were originally granted to original Orange National Bancorp employees and directors at no less than the fair market value of the stock subject to the option at the date of grant. At the time of adoption, the number of shares available for grant pursuant to this plan was reduced to the number of outstanding options being assumed in connection with this plan. As of December 31, 2003, 70,564 shares of CVB were issuable upon exercise of options pursuant to this plan and all of such options are immediately exercisable. No additional shares are available for future grant under this plan. 	
55 

      Information concerning security ownership of certain beneficial owners and management is incorporated by reference from the sections entitled “Stock Ownership” of our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the end of the last fiscal year. 

Item 13.	Certain Relationships and Related Transactions	
      Information concerning certain relationships and related transactions with management and others is incorporated by reference from the section entitled “Executive Compensation — Certain Relationships and Related Transactions” of our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the end of the last fiscal year. 

Item 14.	Principal Accountant Fees and Services	
      Information concerning principal accounting fees and services is incorporated by reference from the section entitled “Independent Auditors” of our definitive Proxy Statement to be filed pursuant to Regulation 14A within 120 days after the end of the last fiscal year. 
56 

PART IV 

Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	
Financial Statements 
      Reference is made to the Index to Financial Statements at page 54 for a list of financial statements filed as part of this Report. 
Exhibits 
      See Index to Exhibits at Page 91 of this Form 10-K. 
Executive Compensation Plans and Arrangements 
      The following compensation plans and arrangements were filed as exhibits to this Form 10-K as management contracts or compensatory plans: Agreement by and among D. Linn Wiley, CVB Financial Corp. and Chino Valley Bank dated August 8, 1991, Exhibit 10.2; Chino Valley Bank Profit Sharing Plan, Exhibit 10.3; 1991 Stock Option Plan, Exhibit 10.5; 2000 Stock Option Plan, Exhibit 10.6; Severance Compensation Agreement dated September 19, 2001 with Edwin J. Pomplun, Exhibit 10.8; Severance Compensation Agreement dated September 19, 2001 with Frank Basirico, Exhibit 10.9; Severance Compensation Agreement dated September 19, 2001 with Jay Coleman, Exhibit 10.10, and Severance Compensation Agreement dated September 19, 2001 with Edward Biebrich, Exhibit 10.11. 
Reports on Form 8-K 
      On October 21, 2003, the Company filed a report on Form 8-K under item 12 reporting its results of operations for the quarter ended September 30, 2003. 
      On December 22, 2003, the Company filed a report on Form 8-K under item 5 reporting cash and stock dividends. 
57 

SIGNATURES 
      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 11th day of March 2004. 
		
 	CVB FINANCIAL CORP. 	
			
 	By: 	/s/ D. LINN WILEY 	

 	D. Linn Wiley 	
 	President and Chief Executive Officer	
      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. 

Signature		Title		Date	

/s/ GEORGE A. BORBA

George A. Borba 	 	Chairman of the Board 	 	March 11, 2004 	
 	
/s/ JOHN A. BORBA

John A. Borba 	 	Director 	 	March 11, 2004 	
 	
/s/ RONALD O. KRUSE

Ronald O. Kruse 	 	Director 	 	March 11, 2004 	
 	
/s/ JOHN J. LOPORTO

John J. LoPorto 	 	Director 	 	March 11, 2004 	
 	
/s/ JAMES C. SELEY

James C. Seley 	 	Director 	 	March 11, 2004 	
 	
/s/ SAN E. VACCARO

San E. Vaccaro 	 	Director 	 	March 11, 2004 	
 	
/s/ EDWARD J. BIEBRICH, JR.

Edward J. Biebrich, Jr. 	 	Chief Financial Officer
(Principal Financial and Accounting Officer) 	 	March 11, 2004 	
 	
/s/ D. LINN WILEY

D. Linn Wiley 	 	Director, President and Chief Executive Officer
(Principal Executive Officer) 	 	March 11, 2004 	
58 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
CONSOLIDATED BALANCE SHEETS 
 	 	 	 	 	 	 	 	 	 	 	 	
		December 31,		December 31,	
		2003		2002	

		(Amounts in thousands)	
ASSETS	
 	Federal funds sold 	 	$	—	 	 	$	40,000	 	
 	Investment securities available-for-sale (Note 2) 	 	 	1,865,782	 	 	 	1,430,599	 	
 	Investment in stock of Federal Home Loan Bank (FHLB) 	 	 	37,966	 	 	 	21,900	 	
 	Loan and lease finance receivables, net of allowance for loan and lease losses of $21,282 in 2003 and $21,666 in 2002 (Note 3, 4, and 5) 	 	 	1,738,659	 	 	 	1,424,343	 	
 	 	 		 	 	 		 	
 	 	 	Total earning assets 	 	 	3,642,407	 	 	 	2,916,842	 	
 	Cash and due from banks 	 	 	112,008	 	 	 	124,973	 	
 	Premises and equipment, net (Note 6) 	 	 	31,069	 	 	 	29,413	 	
 	Goodwill and other intangible: 	 	 	 	 	 	 	 	 	
 	 	Amortizable 	 	 	7,321	 	 	 	5,012	 	
 	 	Non-amortizable 	 	 	19,580	 	 	 	10,708	 	
 	Cash value of life insurance 	 	 	15,800	 	 	 	12,845	 	
 	Accrued interest receivable 	 	 	15,724	 	 	 	15,841	 	
 	Other assets 	 	 	10,440	 	 	 	7,777	 	
 	 	 		 	 	 		 	
TOTAL 	 	$	3,854,349	 	 	$	3,123,411	 	

LIABILITIES AND STOCKHOLDERS’ EQUITY	
 	
LIABILITIES: 	 	 	 	 	 	 	 	 	
 	Deposits (Note 8): 	 	 	 	 	 	 	 	 	
 	 	Noninterest-bearing 	 	$	1,142,330	 	 	$	958,671	 	
 	 	Interest-bearing 	 	 	1,518,180	 	 	 	1,351,293	 	
 	 	 		 	 	 		 	
 	 	 	Total deposits 	 	 	2,660,510	 	 	 	2,309,964	 	
 	Demand note to U.S. Treasury (Note 9) 	 	 	3,834	 	 	 	14,888	 	
 	Short-term borrowings (Note 9) 	 	 	405,500	 	 	 	196,000	 	
 	Long-term borrowings (Note 9) 	 	 	381,000	 	 	 	272,000	 	
 	Deferred taxes (Note 7) 	 	 	5,203	 	 	 	5,332	 	
 	Accrued interest payable 	 	 	5,259	 	 	 	6,497	 	
 	Deferred compensation (Note 12) 	 	 	6,955	 	 	 	6,988	 	
 	Funds due on securities purchased 	 	 	—	 	 	 	25,970	 	
 	Junior subordinated debentures(10) 	 	 	82,476	 	 	 	—	 	
 	Other liabilities (Note 7) 	 	 	16,891	 	 	 	25,951	 	
 	 	 		 	 	 		 	
 	 	 	Total liabilities 	 	 	3,567,628	 	 	 	2,863,590	 	
COMMITMENTS AND CONTINGENCIES (Note 11) 	 	 	 	 	 	 	 	 	
STOCKHOLDERS’ EQUITY (Notes 15 and 16) 	 	 	 	 	 	 	 	 	
 	Preferred stock — authorized, 20,000,000 shares without par value; no shares issued or outstanding 	 	 	—	 	 	 	—	 	
 	Common stock — authorized, 78,125,000 shares without par value; issued and outstanding, 48,289,347 (2003) and 43,533,129 (2002) 	 	 	232,959	 	 	 	146,449	 	
 	Retained earnings 	 	 	36,482	 	 	 	87,716	 	
 	Accumulated other comprehensive income, net of tax (Note 2) 	 	 	17,280	 	 	 	25,656	 	
 	 	 		 	 	 		 	
 	 	 	Total stockholders’ equity 	 	 	286,721	 	 	 	259,821	 	
 	 	 		 	 	 		 	
TOTAL 	 	$	3,854,349	 	 	$	3,123,411	 	
 	 	 		 	 	 		 	
See accompanying notes to consolidated financial statements. 
59 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
 
CONSOLIDATED STATEMENTS OF EARNINGS 
Three Years Ended December 31, 2003 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
		2003		2002		2001	

		(Amounts in thousands,	
		except earnings per share)	
INTEREST INCOME: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Loans, including fees (Note 3) 	 	$	99,042	 	 	$	90,351	 	 	$	90,002	 	
 	 	 		 	 	 		 	 	 		 	
 	Investment securities: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Taxable 	 	 	51,205	 	 	 	47,097	 	 	 	49,295	 	
 	 	Tax-advantaged 	 	 	16,065	 	 	 	16,273	 	 	 	16,114	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	67,270	 	 	 	63,370	 	 	 	65,409	 	
 	 	 		 	 	 		 	 	 		 	
 	Federal funds sold 	 	 	34	 	 	 	602	 	 	 	466	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Total interest income 	 	 	166,346	 	 	 	154,323	 	 	 	155,877	 	
 	 	 		 	 	 		 	 	 		 	
INTEREST EXPENSE: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Deposits (Note 8) 	 	 	16,323	 	 	 	21,470	 	 	 	31,843	 	
 	Other borrowings (Note 9) 	 	 	20,492	 	 	 	18,969	 	 	 	20,963	 	
 	Junior subordinated debentures (Note 10) 	 	 	238	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Total interest expense 	 	 	37,053	 	 	 	40,439	 	 	 	52,806	 	
 	 	 		 	 	 		 	 	 		 	
NET INTEREST INCOME BEFORE PROVISION FOR CREDIT LOSSES 	 	 	129,293	 	 	 	113,884	 	 	 	103,071	 	
PROVISION FOR CREDIT LOSSES (Note 5) 	 	 	—	 	 	 	—	 	 	 	1,750	 	
 	 	 		 	 	 		 	 	 		 	
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 	 	 	129,293	 	 	 	113,884	 	 	 	101,321	 	
 	 	 		 	 	 		 	 	 		 	
OTHER OPERATING INCOME: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Service charges on deposit accounts 	 	 	15,039	 	 	 	14,154	 	 	 	12,954	 	
 	Wealth Management services 	 	 	3,904	 	 	 	3,764	 	 	 	3,841	 	
 	Investment services 	 	 	1,471	 	 	 	1,476	 	 	 	1,395	 	
 	Bankcard services 	 	 	1,417	 	 	 	1,174	 	 	 	1,013	 	
 	Other 	 	 	3,948	 	 	 	3,553	 	 	 	2,803	 	
 	Gain on sale of real estate owned 	 	 	—	 	 	 	—	 	 	 	126	 	
 	Gain on sale of securities, net 	 	 	4,210	 	 	 	4,897	 	 	 	60	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Total other operating income 	 	 	29,989	 	 	 	29,018	 	 	 	22,192	 	
 	 	 		 	 	 		 	 	 		 	
OTHER OPERATING EXPENSES: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Salaries, wages, and employee benefits (Notes 12, 13, and 15) 	 	 	41,493	 	 	 	35,970	 	 	 	32,625	 	
 	Occupancy (Note 11) 	 	 	6,738	 	 	 	6,339	 	 	 	5,658	 	
 	Equipment 	 	 	6,878	 	 	 	6,212	 	 	 	5,321	 	
 	Stationery and supplies 	 	 	4,960	 	 	 	3,975	 	 	 	3,617	 	
 	Professional services 	 	 	4,005	 	 	 	4,084	 	 	 	3,972	 	
 	Promotion 	 	 	4,524	 	 	 	3,684	 	 	 	3,223	 	
 	Data processing 	 	 	1,190	 	 	 	1,297	 	 	 	1,254	 	
 	Goodwill and other intangibles 	 	 	815	 	 	 	578	 	 	 	920	 	
 	Other 	 	 	7,191	 	 	 	3,917	 	 	 	3,565	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Total other operating expenses 	 	 	77,794	 	 	 	66,056	 	 	 	60,155	 	
 	 	 		 	 	 		 	 	 		 	
EARNINGS BEFORE INCOME TAXES 	 	 	81,488	 	 	 	76,846	 	 	 	63,358	 	
INCOME TAXES (Note 7) 	 	 	28,656	 	 	 	27,101	 	 	 	23,300	 	
 	 	 		 	 	 		 	 	 		 	
NET EARNINGS 	 	$	52,832	 	 	$	49,745	 	 	$	40,058	 	
 	 	 		 	 	 		 	 	 		 	
BASIC EARNINGS PER COMMON SHARE (Note 14) 	 	$	1.10	 	 	$	1.04	 	 	$	0.84	 	
 	 	 		 	 	 		 	 	 		 	
DILUTED EARNINGS PER COMMON SHARE (Note 14) 	 	$	1.08	 	 	$	1.01	 	 	$	0.82	 	
 	 	 		 	 	 		 	 	 		 	
See accompanying notes to consolidated financial statements 
60 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY 
Three Years Ended December 31, 2003 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
								Accumulated			
								Other			
		Common						Comprehensive			
		Shares		Common		Retained		Income,		Comprehensive	
		Outstanding		Stock		Earnings		Net of Tax		Income	

		(Amounts and shares in thousands)	
Balance January 1, 2001	 	 	27,659	 	 	$	145,648	 	 	$	36,179	 	 	$	6,803	 	 	 	 	 	
Issuance of common stock 	 	 	167	 	 	 	460	 	 	 	 	 	 	 	 	 	 	 	 	 	
5-for-4 stock split 	 	 	6,956	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from exercise of stock options 	 	 	 	 	 	 	19	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends 	 	 	 	 	 	 	 	 	 	 	(15,585	)	 	 	 	 	 	 	 	 	
Comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings 	 	 	 	 	 	 	 	 	 	 	40,058	 	 	 	 	 	 	$	40,058	 	
 	Other comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Unrealized gains on securities available-for-sale, net 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	7,166	 	 	 	7,166	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
 	 	Comprehensive income 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	47,224	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance December 31, 2001	 	 	34,782	 	 	 	146,127	 	 	 	60,652	 	 	 	13,969	 	 	 	 	 	
Issuance of common stock 	 	 	148	 	 	 	479	 	 	 	 	 	 	 	 	 	 	 	 	 	
5-for-4 stock split 	 	 	8,728	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Repurchase of common stock 	 	 	(125	)	 	 	(219	)	 	 	(1,881	)	 	 	 	 	 	 	 	 	
Tax benefit from exercise of stock options 	 	 	 	 	 	 	62	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends 	 	 	 	 	 	 	 	 	 	 	(20,800	)	 	 	 	 	 	 	 	 	
Comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings 	 	 	 	 	 	 	 	 	 	 	49,745	 	 	 	 	 	 	$	49,745	 	
 	Other comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Unrealized gains on securities available-for-sale, net 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11,687	 	 	 	11,687	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
 	 	Comprehensive income 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	61,432	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance December 31, 2002	 	 	43,533	 	 	 	146,449	 	 	 	87,716	 	 	 	25,656	 	 	 	 	 	
Issuance of common stock 	 	 	317	 	 	 	989	 	 	 	 	 	 	 	 	 	 	 	 	 	
10% stock dividend 	 	 	4,387	 	 	 	75,990	 	 	 	(75,990	)	 	 	 	 	 	 	 	 	
Repurchase of common stock 	 	 	(349	)	 	 	(615	)	 	 	(6,438	)	 	 	 	 	 	 	 	 	
Shares issued for acquisition of Kaweah National Bank 	 	 	401	 	 	 	7,904	 	 	 	 	 	 	 	 	 	 	 	 	 	
Tax benefit from exercise of stock options 	 	 	 	 	 	 	2,242	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends 	 	 	 	 	 	 	 	 	 	 	(21,638	)	 	 	 	 	 	 	 	 	
Comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings 	 	 	 	 	 	 	 	 	 	 	52,832	 	 	 	 	 	 	$	52,832	 	
 	Other comprehensive income: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Unrealized losses on securities available-for-sale, net 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(8,376	)	 	 	(8,376	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 		 	
 	 	Comprehensive income 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	44,456	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
Balance December 31, 2003	 	 	48,289	 	 	$	232,959	 	 	$	36,482	 	 	$	17,280	 	 	 	 	 	

			
		At December 31,	
			
Disclosure of reclassification amount		2002		2001		2000	

		(Amounts and shares in thousands)	
Unrealized holding (losses) gains on securities arising during the period 	 	$	(10,232	)	 	$	25,048	 	 	$	12,415	 	
Tax benefit (expense) 	 	 	4,298	 	 	 	(10,521	)	 	 	(5,214	)	
Less: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Reclassification adjustment for gain on securities included in net income 	 	 	(4,210	)	 	 	(4,897	)	 	 	(60	)	
Add: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Tax expense on reclassification adjustments 	 	 	1,768	 	 	 	2,057	 	 	 	25	 	
 	 	 		 	 	 		 	 	 		 	
Net unrealized (loss) gain on securities 	 	$	(8,376	)	 	$	11,687	 	 	$	7,166	 	
 	 	 		 	 	 		 	 	 		 	
See accompanying notes to consolidated financial statements. 
61 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 

		For the Year Ended December 31,	
			
		2003		2002		2001	

		(Amounts in thousands)	
CASH FLOWS FROM OPERATING ACTIVITIES: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Interest received 	 	$	175,871	 	 	$	160,343	 	 	$	140,057	 	
 	Service charges and other fees received 	 	 	25,752	 	 	 	24,113	 	 	 	22,132	 	
 	Interest paid 	 	 	(39,140	)	 	 	(42,992	)	 	 	(52,169	)	
 	Cash paid to suppliers and employees 	 	 	(64,739	)	 	 	(54,767	)	 	 	(49,959	)	
 	Income taxes paid 	 	 	(25,800	)	 	 	(25,384	)	 	 	(19,825	)	
 	 	 		 	 	 		 	 	 		 	
 	 	Net cash provided by operating activities 	 	 	71,944	 	 	 	61,313	 	 	 	40,236	 	
 	 	 		 	 	 		 	 	 		 	
CASH FLOWS FROM INVESTING ACTIVITIES: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Proceeds from sales of investment securities available-for-sale 	 	 	212,641	 	 	 	119,807	 	 	 	32,941	 	
 	Proceeds from sales of MBS 	 	 	20,538	 	 	 	142,627	 	 	 	256,234	 	
 	Proceeds from repayment of MBS 	 	 	660,357	 	 	 	267,652	 	 	 	108,553	 	
 	Proceeds from repayment of investment securities available-for-sale 	 	 	2,428	 	 	 	2,468	 	 	 	2,894	 	
 	Proceeds from maturity of investment securities available-for-sale 	 	 	6,985	 	 	 	—	 	 	 	—	 	
 	Purchases of investment securities available-for-sale 	 	 	(88,480	)	 	 	(138,924	)	 	 	(220,139	)	
 	Purchases of MBS 	 	 	(1,304,603	)	 	 	(619,899	)	 	 	(266,475	)	
 	Purchases of FHLB stock 	 	 	(15,543	)	 	 	(4,686	)	 	 	(1,053	)	
 	Net increase in loans 	 	 	(247,865	)	 	 	(161,727	)	 	 	(136,555	)	
 	Proceeds from sales of premises and equipment 	 	 	3,032	 	 	 	7	 	 	 	57	 	
 	Proceeds from sales of other real estate owned 	 	 	—	 	 	 	—	 	 	 	536	 	
 	Purchase of premises and equipment 	 	 	(6,923	)	 	 	(4,390	)	 	 	(7,657	)	
 	Purchase of Kaweah National Bank 	 	 	(7,596	)	 	 	—	 	 	 	—	 	
 	Purchase of Western Security Bank & Golden West Enterprises 	 	 	—	 	 	 	(8,125	)	 	 	—	 	
 	Investment in common stock of CVB Statutory Trust I & II 	 	 	(2,476	)	 	 	—	 	 	 	—	 	
 	Other investing activities 	 	 	(1,061	)	 	 	(2	)	 	 	(1,770	)	
 	 	 		 	 	 		 	 	 		 	
 	 	Net cash used in investing activities 	 	 	(768,566	)	 	 	(405,192	)	 	 	(232,434	)	
 	 	 		 	 	 		 	 	 		 	
CASH FLOWS FROM FINANCING ACTIVITIES: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net increase in transaction deposits 	 	 	307,411	 	 	 	221,689	 	 	 	255,307	 	
 	Net (decrease) increase in time deposits 	 	 	(37,970	)	 	 	72,008	 	 	 	26,622	 	
 	Advances from Federal Home Loan Bank 	 	 	250,000	 	 	 	15,000	 	 	 	325,000	 	
 	Repayment of advances from Federal Home Loan Bank 	 	 	(141,000	)	 	 	(68,000	)	 	 	—	 	
 	Net increase (decrease) in short-term borrowings 	 	 	196,428	 	 	 	146,889	 	 	 	(437,270	)	
 	Cash dividends on common stock 	 	 	(21,638	)	 	 	(20,800	)	 	 	(15,585	)	
 	Repurchase of common stock 	 	 	(7,053	)	 	 	(2,100	)	 	 	—	 	
 	Issuance of junior subordinated debentures 	 	 	82,476	 	 	 	—	 	 	 	—	 	
 	Proceeds from exercise of stock options 	 	 	989	 	 	 	479	 	 	 	460	 	
 	 	 		 	 	 		 	 	 		 	
 	 	Net cash provided by financing activities 	 	 	629,643	 	 	 	365,165	 	 	 	154,534	 	
 	 	 		 	 	 		 	 	 		 	
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS 	 	 	(66,979	)	 	 	21,286	 	 	 	(37,664	)	
CASH AND CASH EQUIVALENTS, beginning of period 	 	 	164,973	 	 	 	102,651	 	 	 	140,315	 	
 	 	 		 	 	 		 	 	 		 	
CASH AND CASH EQUIVALENTS BEFORE ACQUISITIONS 	 	 	97,994	 	 	 	123,937	 	 	 	102,651	 	
CASH AND CASH EQUIVALENTS RECEIVED IN THE PURCHASE OF KAWEAH NATIONAL BANK 	 	 	14,014	 	 	 	—	 	 	 	—	 	
CASH AND CASH EQUIVALENTS RECEIVED IN THE PURCHASE OF WESTERN SECURITY BANK, N.A. 	 	 	—	 	 	 	41,304	 	 	 	—	 	
CASH AND CASH EQUIVALENTS PAID IN THE PURCHASE OF GOLDEN WEST ENTERPRISES, INC. 	 	 	—	 	 	 	(268	)	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
CASH AND CASH EQUIVALENTS, end of period 	 	$	112,008	 	 	$	164,973	 	 	$	102,651	 	
 	 	 		 	 	 		 	 	 		 	
See accompanying notes to the consolidated financial statements. 
62 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
CONSOLIDATED STATEMENTS OF CASH FLOWS 

		For the Year Ended December 31,	
			
		2003		2002		2001	

		(Amounts in thousands)	
RECONCILIATION OF NET EARNINGS TO NET CASH PROVIDED BY OPERATING ACTIVITIES: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings 	 	$	52,832	 	 	$	49,745	 	 	$	40,058	 	
 	Adjustments to reconcile net earnings to net cash provided by operating activities: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Gain on sale of investment securities 	 	 	(5,154	)	 	 	(5,039	)	 	 	(1,680	)	
 	Loss on sale of investment securities 	 	 	944	 	 	 	142	 	 	 	1,620	 	
 	(Gain) loss on sale of premises and equipment 	 	 	112	 	 	 	6	 	 	 	(62	)	
 	Gain on sale of other real estate owned 	 	 	—	 	 	 	—	 	 	 	(126	)	
 	Increase in cash value of life insurance 	 	 	(981	)	 	 	(846	)	 	 	(144	)	
 	Net amortization (accretion) of premiums (discounts) on investment securities 	 	 	18,618	 	 	 	12,356	 	 	 	(11,969	)	
 	Provisions for credit losses 	 	 	—	 	 	 	—	 	 	 	1,750	 	
 	Provisions for losses on other real estate owned 	 	 	—	 	 	 	—	 	 	 	(51	)	
 	Depreciation and amortization 	 	 	3,406	 	 	 	5,923	 	 	 	5,743	 	
 	Change in accrued interest receivable 	 	 	396	 	 	 	(1,726	)	 	 	(85	)	
 	Change in accrued interest payable 	 	 	(1,303	)	 	 	(1,979	)	 	 	660	 	
 	Deferred tax benefits (provision) 	 	 	5,937	 	 	 	1,532	 	 	 	(527	)	
 	Change in other assets and liabilities 	 	 	(2,863	)	 	 	1,199	 	 	 	5,049	 	
 	 	 		 	 	 		 	 	 		 	
 	 	Total adjustments 	 	 	19,112	 	 	 	11,568	 	 	 	178	 	
 	 	 		 	 	 		 	 	 		 	
NET CASH PROVIDED BY OPERATING ACTIVITIES 	 	$	71,944	 	 	$	61,313	 	 	$	40,236	 	
 	 	 		 	 	 		 	 	 		 	
Supplemental Schedule of Noncash Investing and Financing Activities 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Purchase of Kaweah National Bank: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Cash and cash equivalents acquired 	 	$	14,014	 	 	 	 	 	 	 	 	 	
 	 	Fair value of assets acquired 	 	 	85,444	 	 	 	 	 	 	 	 	 	
 	 	Purchase price of acquisition 	 	 	(15,500	)	 	 	 	 	 	 	 	 	
 	 	 		 	 	 	 	 	 	 	 	 	
 	 	Liabilities assumed 	 	$	83,958	 	 	 	 	 	 	 	 	 	
 	 	 		 	 	 	 	 	 	 	 	 	
 	Purchase of Western Security Bank: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Cash and cash equivalents acquired 	 	 	 	 	 	$	41,304	 	 	 	 	 	
 	 	Fair value of assets acquired 	 	 	 	 	 	 	110,318	 	 	 	 	 	
 	 	Purchase price of acquisition 	 	 	 	 	 	 	(6,225	)	 	 	 	 	
 	 	 	 	 	 	 		 	 	 	 	 	
 	 	Liabilities assumed 	 	 	 	 	 	$	145,397	 	 	 	 	 	
 	 	 	 	 	 	 		 	 	 	 	 	
 	Purchase of Golden West Enterprises, Inc.: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Cash and cash equivalents acquired 	 	 	 	 	 	$	(268	)	 	 	 	 	
 	 	Fair value of assets acquired 	 	 	 	 	 	 	24,137	 	 	 	 	 	
 	 	Purchase price of acquisition 	 	 	 	 	 	 	(2,900	)	 	 	 	 	
 	 	 	 	 	 	 		 	 	 	 	 	
 	 	Liabilities assumed 	 	 	 	 	 	$	20,969	 	 	 	 	 	
 	 	 	 	 	 	 		 	 	 	 	 	
 	Securities purchased and not settled 	 	$	—	 	 	$	25,970	 	 	$	—	 	
See accompanying notes to the consolidated financial statements. 
63 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
Three Years Ended December 31, 2003 

	1.     Summary of Significant Accounting Policies	
      The accounting and reporting policies of CVB Financial Corp. and subsidiaries are in accordance with accounting principles generally accepted in the United States of America and conform to practices within the banking industry. A summary of the significant accounting policies consistently applied in the preparation of the accompanying consolidated financial statements follows. 
      Principles of Consolidation — The consolidated financial statements include the accounts of CVB Financial Corp. (the “Company”) and its wholly owned subsidiaries, Citizens Business Bank (the “Bank”) and its wholly owned subsidiary, Community Trust Deed Services, Chino Valley Bancorp, and ONB Bancorp, after elimination of all intercompany transactions and balances. 
      Nature of Operations — The Company’s primary operations are related to traditional banking activities, including the acceptance of deposits and the lending and investing of money through the operations of the Bank. The Bank also provides trust services to customers through its Wealth Management Division and branch offices. The Bank’s customers consist primarily of small to mid-sized businesses and individuals located in the Inland Empire, San Gabriel Valley, Orange County, Fresno County, Tulare County, and Kern County areas of Southern California. The Bank operates 37 branches with the headquarters located in the city of Ontario. 
      Investment Securities — The Company classifies as held-to-maturity those debt securities that it has the positive intent and ability to hold to maturity. All other debt and equity securities are classified as available-for-sale. Securities held-to-maturity are accounted for at cost and adjusted for amortization of premiums and accretion of discounts. Securities available-for-sale are accounted for at fair value, with the net unrealized gains and losses, net of income tax effects, presented as a separate component of stockholders’ equity. At each reporting date, available-for-sale securities are assessed to determine where there is an other-than-temporary impairment. Such impairment, if any, is required to be recognized in current earnings rather than as a separate component of stockholders’ equity. Realized gains and losses on sales of securities are recognized in earnings at the time of sale and are determined on a specific-identification basis. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. The Company’s investment in Federal Home Loan Bank (“FHLB”) stock is carried at cost. 
      Loans and Lease Finance Receivables — Loans and lease finance receivables are reported at the principal amount outstanding, less deferred net loan origination fees and the allowance for credit losses. Interest on loans and lease finance receivables is credited to income based on the principal amount outstanding. Interest income is not recognized on loans and lease finance receivables when collection of interest is deemed by management to be doubtful. 
      The Bank receives collateral to support loans, lease finance receivables, and commitments to extend credit for which collateral is deemed necessary. The most significant categories of collateral are real estate, principally commercial and industrial income-producing properties, real estate mortgages, and assets utilized in agribusiness. 
      Nonrefundable fees and direct costs associated with the origination or purchase of loans are deferred and netted against outstanding loan balances. The deferred net loan fees and costs are recognized in interest income over the loan term in a manner that approximates the level-yield method. 
      Provision and Allowance for Credit Losses — The determination of the balance in the allowance for credit losses is based on an analysis of the loan and lease finance receivables portfolio using a systematic methodology and reflects an amount that, in management’s judgment, is adequate to provide for probable credit losses inherent in the portfolio, after giving consideration to the character of the loan portfolio, current 
64 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
economic conditions, past credit loss experience, and such other factors as deserve current recognition in estimating inherent credit losses. The provision for credit losses is charged to expense. 
      A loan for which collection of principal and interest according to its original terms is not probable is considered to be impaired. The Company’s policy is to record a specific valuation allowance, which is included in the allowance for credit losses, or charge off that portion of an impaired loan that exceeds its fair value. Fair value is usually based on the value of underlying collateral. 
      Premises and Equipment — Premises and equipment are stated at cost, less accumulated depreciation, which is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives using the straight-line method. Properties under capital lease and leasehold improvements are amortized over the shorter of estimated economic lives of 15 years or the initial terms of the leases. Estimated lives are 3 to 5 years for computer and equipment and 5 to 7 years for furniture, fixtures and equipment, and 15 years for buildings and improvements. 
      Other Real Estate Owned — Other real estate owned represents real estate acquired through foreclosure in satisfaction of commercial and real estate loans and is stated at fair value, minus estimated costs to sell (fair value at time of foreclosure). Loan balances in excess of fair value of the real estate acquired at the date of acquisition are charged against the allowance for credit losses. Any subsequent operating expenses or income, reduction in estimated values, and gains or losses on disposition of such properties are charged to current operations. 
      Business Combinations, Goodwill and Intangible Assets — The Company has engaged in the acquisition of financial institutions and the assumption of deposits and purchase of assets from other financial institutions in its market area. The Company has paid premiums on certain transactions, and such premiums are recorded as intangible assets, in the form of goodwill or other intangible assets. In accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets”, goodwill is not being amortized whereas identifiable intangible assets with finite lives are amortized over their useful lives. On an annual basis, the Company tests goodwill and intangible assets for impairment. The Company completed its annual impairment test as of June 30, 2003 and did not record any impairment of goodwill. 
      On September 19, 2003, the Company acquired 100% of the stock of KNB. The purchase price, including the cancellation of Kaweah stock options, was $15.5 million. The transaction was accounted for under the purchase method of accounting. The Company issued 400,796 common shares or $7.9 million of its common stock to shareholders of Kaweah National Bank and the Bank paid the remainder of the acquisition price in cash. 
      KNB was established in 1991 with its headquarters located in Visalia, California, with branches in Tulare, Porterville and McFarland. All of its offices are located in the Central Valley region of California. Kaweah National Bank had total assets of $86.7 million, total deposits of $81.7 million and total loans of $72.7 million as of September 19, 2003, the date of acquisition. 
      Income Taxes — Deferred income taxes are recognized for the tax consequences in future years of the Company’s differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end, based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. 
      Earnings per Common Share — Basic earnings per share are computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding during each year. The computation of diluted earnings per share considers the number of shares issuable upon the assumed exercise of outstanding common stock options. Earnings per common share and stock option amounts have been 
65 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
retroactively restated to give effect to all stock splits and dividends. A reconciliation of the numerator and the denominator used in the computation of basic and diluted earnings per common share is included in Note 14. 
      Statement of Cash Flows — Cash and cash equivalents as reported in the statements of cash flows include cash and due from banks and federal funds sold. 
      Stock Compensation Plans — The Company has several stock option plans that are more fully described in Note 15 of the Notes to the Consolidated Financial Statements. The Company applies the intrinsic value method as described in Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations in accounting for its plans. Accordingly, compensation expense is not recognized when the exercise price of a stock option equals or exceeds the fair market value on the date the option is granted. 
      The following table presents the proforma effects on net income and related earnings per share if compensation costs related to the stock option plans were measured using the fair value method as prescribed under SFAS No. 123, “Accounting for Stock-Based Compensation”: 

		For the Year Ended December 31,	
			
		2003		2002		2001	

		(Amounts in thousands,	
		except earnings per share)	
Net income, as reported 	 	$	52,832	 	 	$	49,745	 	 	$	40,058	 	
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects 	 	 	558	 	 	 	554	 	 	 	514	 	
 	 	 		 	 	 		 	 	 		 	
Pro forma net income 	 	$	52,274	 	 	$	49,191	 	 	$	39,544	 	
 	 	 		 	 	 		 	 	 		 	
Earnings per share: 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic — as reported 	 	$	1.10	 	 	$	1.04	 	 	$	0.84	 	
Basic — pro forma 	 	$	1.08	 	 	$	1.03	 	 	$	0.83	 	
Diluted — as reported 	 	$	1.08	 	 	$	1.01	 	 	$	0.82	 	
Diluted — pro forma 	 	$	1.06	 	 	$	1.00	 	 	$	0.81	 	
      The estimated fair value of each option granted during 2003, 2002, and 2001 was $6.01, $5.33, and $5.98, respectively. The fair value of the options granted was estimated using the Black-Scholes option-pricing model with the following assumptions: 
 	 	 	 	 	 	 	 	 	 	 	 	 	
		2003		2002		2001	
							
Dividend Yield 	 	 	2.4%	 	 	 	1.9%	 	 	 	2.3%	 	
Volatility 	 	 	37.2%	 	 	 	38.8%	 	 	 	35.1%	 	
Risk-free interest rate 	 	 	3.3%	 	 	 	2.8%	 	 	 	4.3%	 	
Expected life 	 	 	7.0 years	 	 	 	7.1 years	 	 	 	6.8 years	 	
      Trust Services — The Company maintains funds in trust for customers. The amount of these funds and the related liability have not been recorded in the accompanying consolidated balance sheets because they are not assets or liabilities of the Bank or Company, with the exception of any funds held on deposit with the Bank. Trust fees are recorded on a cash basis. 
      Use of Estimates in the Preparation of Financial Statements — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 
66 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      Recent Accounting Pronouncements — FASB issued FIN No. 46R, “Consolidation of Variable Interest Entities,” an interpretation of Accounting Research Bulletin No. 51. FIN No. 46R requires that variable interest entities be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or is entitled to receive a majority of the entity’s residual returns or both. FIN No. 46R also requires disclosures about variable interest entities that companies are not required to consolidate but in which a company has a significant variable interest. The consolidation requirements must be adopted no later than the beginning of the first fiscal year or interim period beginning after March 15, 2004. The Company does not believe the adoption of such interpretation will have a material impact on its results of operations, financial position or cash flows. 
      In April 2003, FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” which clarifies and amends financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. In general, SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. The adoption of this statement did not have a material effect on the Company’s results of operations, financial position or cash flows. 
      In May 2003, FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity that have been presented either entirely as equity or between the liabilities section and the equity section of the statement of financial position. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for public companies at the beginning of the first interim period beginning after June 15, 2003. The adoption of this statement did not have a material effect on the Company’s results of operations, financial position or cash flows. 
      In December 2003, the Accounting Standards Executive Committee of the AICPA issued Statement of Position No. 03-3 (“SOP 03-3”), “Accounting for Certain Loans or Debt Securities Acquired in a Transfer”. SOP 03-3 addresses the accounting for differences between the contractual cash flows and the cash flows expected to be collected from purchased loans or debt securities if those differences are attributable, in part, to credit quality. SOP 03-3 requires purchased loans and debt securities to be recorded initially at fair value based on the present value of the cash flows expected to be collected with no carryover of any valuation allowance previously recognized by the seller. Interest income should be recognized based on the effective yield from the cash flows expected to be collected. To the extent that the purchased loans or debt securities experience subsequent deterioration in credit quality, a valuation allowance would be established for any additional cash flows that are not expected to be received. However, if more cash flows subsequently are expected to be received than originally estimated, the effective yield would be adjusted on a prospective basis. SOP 03-3 will be effective for loans and debt securities acquired after December 31, 2004. Although the Company anticipates that the implementation of SOP 03-3 will require loan system and operational changes to track credit related losses on loans purchased starting in 2005, it is not expected to have a significant effect on the Company’s results of operations, financial position and cash flows. 
      Reclassifications — Certain amounts in the prior years’ financial statements and related footnote disclosures have been reclassified to conform to the current-year presentation. 
67 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 

2.	Investment Securities	
      The amortized cost and estimated fair value of investment securities are shown below. The majority of securities held are publicly traded, and the estimated fair values were obtained from an independent pricing service. 

		2003	
			
				Gross		Gross			
				Unrealized		Unrealized			
		Amortized		Holding		Holding			
		Cost		Gains		Losses		Fair Value	

		(Amounts in thousands)	
Investment securities available-for-sale: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	U.S. Treasury securities 	 	$	500	 	 	$	3	 	 	$	—	 	 	$	503	 	
 	Mortgage-backed securities 	 	 	1,175,461	 	 	 	9,284	 	 	 	(8,233	)	 	 	1,176,512	 	
 	CMO/REMICs 	 	 	291,474	 	 	 	2,950	 	 	 	(653	)	 	 	293,771	 	
 	Government agency 	 	 	36,565	 	 	 	376	 	 	 	—	 	 	 	36,941	 	
 	Municipal bonds 	 	 	267,667	 	 	 	28,925	 	 	 	(209	)	 	 	296,383	 	
 	FHLMC preferred stock 	 	 	63,750	 	 	 	—	 	 	 	(2,650	)	 	 	61,100	 	
 	Other securities 	 	 	572	 	 	 	—	 	 	 	—	 	 	 	572	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	1,835,989	 	 	$	41,538	 	 	$	(11,745	)	 	$	1,865,782	 	

			
		2002	
			
				Gross		Gross			
				Unrealized		Unrealized			
		Amortized		Holding		Holding			
		Cost		Gains		Losses		Fair Value	

		(Amounts in thousands)	
Investment securities available-for-sale: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	U.S. Treasury securities 	 	$	499	 	 	$	4	 	 	$	—	 	 	$	503	 	
 	Mortgage-backed securities 	 	 	553,148	 	 	 	17,982	 	 	 	—	 	 	 	571,130	 	
 	CMO/REMICs 	 	 	336,228	 	 	 	5,762	 	 	 	(60	)	 	 	341,930	 	
 	Government agency 	 	 	30,554	 	 	 	823	 	 	 	—	 	 	 	31,377	 	
 	Municipal bonds 	 	 	247,573	 	 	 	21,597	 	 	 	(59	)	 	 	269,111	 	
 	Corporate bonds 	 	 	136,533	 	 	 	3,247	 	 	 	(574	)	 	 	139,206	 	
 	FHLMC preferred stock 	 	 	63,750	 	 	 	11,850	 	 	 	(19,500	)	 	 	56,100	 	
 	Other securities 	 	 	18,080	 	 	 	3,162	 	 	 	—	 	 	 	21,242	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	1,386,365	 	 	$	64,427	 	 	$	(20,193	)	 	$	1,430,599	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	
      Approximately 91% of the mortgage-backed securities and CMO/REMIC (which represent collateralized mortgage obligations and real estate mortgage investment conduits) securities are issued by U.S. government agencies that guarantee payment of principal and interest of the underlying mortgages. 
      The remaining CMO/REMICs are backed by agency-pooled collateral or whole loan collateral. All non-agency CMO/REMIC issues held are rated “A” or better by either Standard & Poor’s or Moody’s, as of December 31, 2003. 
68 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
     Composition of the Fair Value and Gross Unrealized Losses of Securities Available-for-Sale: 

		Less Than 12 Months		12 Months or Longer		Total	
							
				Gross				Gross				Gross	
				Unrealized				Unrealized				Unrealized	
				Holding				Holding				Holding	
Description of Securities		Fair Value		Losses		Fair Value		Losses		Fair Value		Losses	

		(Amounts in thousands)	
Mortgage-backed securities 	 	$	655,580	 	 	$	8,206	 	 	$	11,604	 	 	$	27	 	 	$	667,184	 	 	$	8,233	 	
CMO/REMICs 	 	 	87,494	 	 	 	653	 	 	 	—	 	 	 	—	 	 	 	87,494	 	 	 	653	 	
Municipal bonds 	 	 	7,992	 	 	 	208	 	 	 	295	 	 	 	1	 	 	 	8,287	 	 	 	209	 	
FHLMC Preferred Stock 	 	 	21,500	 	 	 	2,250	 	 	 	39,600	 	 	 	400	 	 	 	61,100	 	 	 	2,650	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	772,566	 	 	$	11,317	 	 	$	51,499	 	 	$	428	 	 	$	824,065	 	 	$	11,745	 	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
      The table above shows the Company’s investment securities’ gross unrealized losses and fair value by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2003. The Company has reviewed individual securities classified as available-for-sale to determine whether a decline in fair value below the amortized cost basis is other-than-temporary. If it is probable that the Company will be unable to collect all amounts due according to the contractual terms of a debt security not impaired at acquisition, an other-than-temporary impairment shall be considered to have occurred. If an other-than-temporary impairment occurs the cost basis of the security would be written down to its fair value as a new cost basis and the write down accounted for as a realized loss. 
      Despite the unrealized loss position of these securities, the Company has concluded, as of December 31, 2003, that these investments are not other-than-temporarily impaired. This assessment was based on the following factors: i) the length of the time and the extent to which the market value has been less than cost; ii) the financial condition and near-term prospects of the issuer; iii) the intent and ability of the Company to retain its investment in a security for a period of time sufficient to allow for any anticipated recovery in market value; and iv) general market conditions which reflect prospects for the economy as a whole, including interest rates and sector credit spreads. 
      At December 31, 2003 and 2002, investment securities having an amortized cost of approximately $1.23 billion and $872.7 million, respectively, were pledged to secure public deposits, short and long-term borrowings, and for other purposes as required or permitted by law. 
      The amortized cost and fair value of debt securities at December 31, 2003, by contractual maturity, are shown below. Although mortgage-backed securities and CMO/REMICs have contractual maturities through 2033, expected maturities will differ from contractual maturities because borrowers may have the right to prepay such obligations without penalty. 

		Available-for-Sale	
			
				Weighted-	
		Amortized				Average	
		Cost		Fair Value		Yield	

		(Amounts in thousands)	
Due in one year or less 	 	$	200,825	 	 	$	202,822	 	 	 	3.37	%	
Due after one year through five years 	 	 	1,347,784	 	 	 	1,355,287	 	 	 	4.11	%	
Due after five years through ten years 	 	 	196,382	 	 	 	217,293	 	 	 	6.50	%	
Due after ten years 	 	 	26,676	 	 	 	28,708	 	 	 	6.75	%	
 	 	 		 	 	 		 	 	 	 	 	
 	 	$	1,771,667	 	 	$	1,804,110	 	 	 	4.36	%	
 	 	 		 	 	 		 	 	 	 	 	
      The above table excludes securities without stated maturities. 
69 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 

3.	Loan and Lease Finance Receivables	
      The following is a summary of the components of loan and lease finance receivables at December 31: 
 	 	 	 	 	 	 	 	 	 	
		2003		2002	

		(Amounts in thousands)	
Commercial and Industrial 	 	$	884,870	 	 	$	688,509	 	
Real Estate: 	 	 	 	 	 	 	 	 	
 	Construction 	 	 	156,287	 	 	 	105,486	 	
 	Mortgage 	 	 	388,626	 	 	 	396,707	 	
Consumer 	 	 	44,645	 	 	 	26,750	 	
Municipal lease finance receivables 	 	 	37,866	 	 	 	17,852	 	
Agribusiness 	 	 	255,039	 	 	 	214,849	 	
 	 	 		 	 	 		 	
 	Gross Loans 	 	 	1,767,333	 	 	 	1,450,153	 	
Less: 	 	 	 	 	 	 	 	 	
 	Allowance for credit losses 	 	 	(21,282	)	 	 	(21,666	)	
 	Deferred net loan fees 	 	 	(7,392	)	 	 	(4,144	)	
 	 	 		 	 	 		 	
Net Loans 	 	$	1,738,659	 	 	$	1,424,343	 	
 	 	 		 	 	 		 	
      At December 31, 2003, the Company held approximately $418,840,000 of fixed rate loans. These fixed rate loans bear interest at rates ranging from 3 to 14 percent and have contractual maturities between 1 and 29 years. 

4.	Transactions Involving Directors and Shareholders	
      In the ordinary course of business, the Bank has granted loans to certain directors, executive officers, and the businesses with which they are associated. All such loans and commitments to lend were made under terms that are consistent with the Bank’s normal lending policies. 
      The following is an analysis of the activity of all such loans: 

		As of December 31,	
			
		2003		2002	

		(Amounts in	
		thousands)	
Outstanding balance, beginning of year 	 	$	5,624	 	 	$	5,713	 	
Credit granted, including renewals 	 	 	1,312	 	 	 	838	 	
Repayments 	 	 	(1,146	)	 	 	(927	)	
 	 	 		 	 	 		 	
Outstanding balance, end of year 	 	$	5,790	 	 	$	5,624	 	
 	 	 		 	 	 		 	
70 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 

5.	Allowance for Credit Losses and Other Real Estate Owned	
      Activity in the allowance for credit losses was as follows: 
 	 	 	 	 	 	 	 	 	 	 	 	 	
		2003		2002		2001	

		(Amounts in thousands)	
Balance, beginning of year 	 	$	21,666	 	 	$	20,469	 	 	$	19,152	 	
Provision charged to operations 	 	 	—	 	 	 	—	 	 	 	1,750	 	
Acquisition of Western Security Bank 	 	 	—	 	 	 	2,325	 	 	 	—	 	
Acquisition of Kaweah National Bank 	 	 	2,767	 	 	 	—	 	 	 	—	 	
Allowance for off-balance sheet credit exposure 	 	 	(1,733	)	 	 	—	 	 	 	—	 	
Loans charged off 	 	 	(3,017	)	 	 	(2,409	)	 	 	(1,048	)	
Recoveries on loans previously charged off 	 	 	1,599	 	 	 	1,281	 	 	 	615	 	
 	 	 		 	 	 		 	 	 		 	
Balance, end of year 	 	$	21,282	 	 	$	21,666	 	 	$	20,469	 	
 	 	 		 	 	 		 	 	 		 	
      The allowance for off-balance sheet credit exposure relates to commitments to extend credit, letters of credit and undisbursed funds on lines of credit. The Company evaluates credit risk associated with the loan and lease portfolio at the same time it evaluates credit risk associated with the off-balance sheet commitments. At December 31, 2003, the allowance necessary for the off-balance sheet commitments was reclassified and is reported separately in other liabilities in the accompanying consolidated statements of financial condition and therefore is no longer part of the allowance for loan and lease losses, as presented above. 
      The Bank measures an impaired loan by using the present value of the expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent. If the calculated measurement of an impaired loan is less than the recorded investment in the loan, a portion of the Bank’s general reserve is allocated as an impairment reserve. 
      At December 31, 2003 and 2002, the Bank had classified as impaired, loan amounts totaling $572,000 and $4,730,000, respectively. All of these loans require specific reserves, and accordingly, the Bank has recorded specific reserves of $289,400 and $3,520,000 on such loans, respectively. The average recorded investment in impaired loans during the years ended December 31, 2003, 2002, and 2001 was approximately $1,937,000, $7,117,000, and $15,138,000, respectively. Interest income of $82,000, $1,035,000, and $1,232,000 was recognized, based on cash receipts, on impaired loans during the years ended December 31, 2003, 2002, and 2001, respectively. 
      The accrual of interest on impaired loans is discontinued when the loan becomes 90 days past due, or when the full collection of principal and interest is in doubt. When an asset is placed on nonaccrual status, previously accrued but unpaid interest is reversed against income. Subsequent collections of cash may be applied as reductions to the principal balance, or recorded as income, depending on management’s assessment of the ultimate collectibility of the asset. Nonaccrual assets may be restored to accrual status when principal and interest become current and full payment of principal and interest is expected. Had non-performing loans for which interest was no longer accruing complied with the original terms and conditions of their notes, interest income would have been $134,000 greater for 2003, $116,000 greater for 2002, and $124,000 greater for 2001. 
      At December 31, 2003 and 2002, loans on nonaccrual status totaled $548,000 and $190,000, all of which are included in the impaired loans discussed above. 
      The Company has no other real estate owned or allowance for other real estate owned losses at December 31, 2003 or 2002. 
71 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      The Company incurred expenses related to other real estate owned of $38,000 (2001) related to the holding and disposition of other real estate owned. There were no expenses incurred in 2003 and 2002 related to holding and disposition of OREO. 

6.	Premises and Equipment	
      Premises and equipment consist of: 

		As of December 31,	
			
		2003		2002	

		(Amount in thousands)	
Land 	 	$	5,876	 	 	$	5,856	 	
Bank premises 	 	 	26,535	 	 	 	24,718	 	
Furniture and equipment 	 	 	38,001	 	 	 	35,528	 	
Lease property under capital lease 	 	 	649	 	 	 	649	 	
 	 	 		 	 	 		 	
 	 	 	71,061	 	 	 	66,751	 	
Accumulated depreciation and amortization 	 	 	(39,992	)	 	 	(37,338	)	
 	 	 		 	 	 		 	
 	 	$	31,069	 	 	$	29,413	 	
 	 	 		 	 	 		 	
72 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 

7.	Income Taxes	
      Income tax expense comprised the following: 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
		2003		2002		2001	

		(Amounts in thousands)	
Current provision: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Federal 	 	$	14,622	 	 	$	17,820	 	 	$	19,776	 	
 	State 	 	 	8,097	 	 	 	7,749	 	 	 	4,051	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	22,719	 	 	 	25,569	 	 	 	23,827	 	
 	 	 		 	 	 		 	 	 		 	
Deferred provision (benefit): 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Federal 	 	 	5,267	 	 	 	1,128	 	 	 	(562	)	
 	State 	 	 	670	 	 	 	404	 	 	 	35	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	5,937	 	 	 	1,532	 	 	 	(527	)	
 	 	 		 	 	 		 	 	 		 	
 	 	$	28,656	 	 	$	27,101	 	 	$	23,300	 	
 	 	 		 	 	 		 	 	 		 	
      Income tax liability (asset) comprised the following: 
 	 	 	 	 	 	 	 	 	 	
		2003		2002	

		(Amounts in	
		thousands)	
Current: 	 	 	 	 	 	 	 	 	
 	Federal 	 	$	(1,924	)	 	$	1,455	 	
 	State 	 	 	545	 	 	 	261	 	
 	 	 		 	 	 		 	
 	 	 	(1,379	)	 	 	1,716	 	
 	 	 		 	 	 		 	
Deferred: 	 	 	 	 	 	 	 	 	
 	Federal 	 	 	5,222	 	 	 	4,989	 	
 	State 	 	 	(19	)	 	 	343	 	
 	 	 		 	 	 		 	
 	 	 	5,203	 	 	 	5,332	 	
 	 	 		 	 	 		 	
 	 	$	3,824	 	 	$	7,048	 	
 	 	 		 	 	 		 	
73 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      The components of the net deferred tax (liability) asset are as follows: 
 	 	 	 	 	 	 	 	 	 	
		2003		2002	

		(Amounts in	
		thousands)	
Federal	 	 	 	 	 	 	 	 	
Deferred tax liabilities: 	 	 	 	 	 	 	 	 	
 	Depreciation 	 	$	3,433	 	 	$	1,773	 	
 	Other Intangibles 	 	 	294	 	 	 	366	 	
 	Acquisition — Western Security Bank 	 	 	1,440	 	 	 	1,416	 	
 	Acquisition — Kaweah National Bank 	 	 	1,752	 	 	 	—	 	
 	Leases 	 	 	60	 	 	 	68	 	
 	Deferred income 	 	 	3,228	 	 	 	2,610	 	
 	Unrealized gain on investment securities, net 	 	 	10,386	 	 	 	15,420	 	
 	 	 		 	 	 		 	
Gross deferred tax liability 	 	 	20,593	 	 	 	21,653	 	
 	 	 		 	 	 		 	
Deferred tax assets: 	 	 	 	 	 	 	 	 	
 	California franchise tax 	 	 	1,802	 	 	 	1,775	 	
 	Bad debt and credit loss deduction 	 	 	7,976	 	 	 	7,498	 	
 	Net operating loss carryforward 	 	 	1,942	 	 	 	2,100	 	
 	Deferred compensation 	 	 	3,577	 	 	 	3,341	 	
 	Other, net 	 	 	74	 	 	 	1,950	 	
 	 	 		 	 	 		 	
Gross deferred tax asset 	 	 	15,371	 	 	 	16,664	 	
 	 	 		 	 	 		 	
Net deferred tax (liability) asset — federal 	 	$	(5,222	)	 	$	(4,989	)	
 	 	 		 	 	 		 	
State	 	 	 	 	 	 	 	 	
Deferred tax liabilities: 	 	 	 	 	 	 	 	 	
 	Depreciation 	 	$	336	 	 	$	597	 	
 	Other Intangibles 	 	 	91	 	 	 	113	 	
 	Acquisition — Western Security Bank 	 	 	446	 	 	 	439	 	
 	Acquisition — Kaweah National Bank 	 	 	543	 	 	 	—	 	
 	Leases 	 	 	3	 	 	 	—	 	
 	Deferred income 	 	 	1,000	 	 	 	471	 	
 	Unrealized gain on investment securities, net 	 	 	2,127	 	 	 	3,159	 	
 	 	 		 	 	 		 	
Gross deferred tax liability 	 	 	4,546	 	 	 	4,779	 	
 	 	 		 	 	 		 	
Deferred tax assets: 	 	 	 	 	 	 	 	 	
 	Bad debt and credit loss deduction 	 	 	2,499	 	 	 	2,348	 	
 	Net operating loss carryforward 	 	 	793	 	 	 	387	 	
 	Deferred compensation 	 	 	1,178	 	 	 	1,035	 	
 	Other accrued expense 	 	 	—	 	 	 	575	 	
 	Other, net 	 	 	95	 	 	 	91	 	
 	 	 		 	 	 		 	
 	Gross deferred tax asset 	 	 	4,565	 	 	 	4,436	 	
 	 	 		 	 	 		 	
Net deferred tax (liability) asset — state 	 	$	19	 	 	$	(343	)	
 	 	 		 	 	 		 	
74 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      A reconciliation of the statutory income tax rate to the consolidated effective income tax rate follows: 

		2003		2002		2001	
							
		Amount		Percent		Amount		Percent		Amount		Percent	

		(Amounts in thousands)	
Federal income tax at statutory rate 	 	$	28,521	 	 	 	35.0	%	 	$	26,896	 	 	 	35.0	%	 	$	22,175	 	 	 	35.0	%	
State franchise taxes, net of federal benefit 	 	 	5,786	 	 	 	7.1	%	 	 	5,456	 	 	 	7.1	%	 	 	4,498	 	 	 	7.1	%	
Tax-exempt interest 	 	 	(5,124	)	 	 	(6.3	)%	 	 	(5,194	)	 	 	(6.7	)%	 	 	(4,913	)	 	 	(7.8	)%	
Other, net 	 	 	(527	)	 	 	(0.6	)%	 	 	(57	)	 	 	(0.1	)%	 	 	1,540	 	 	 	2.5	%	
 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	$	28,656	 	 	 	35.2	%	 	$	27,101	 	 	 	35.3	%	 	$	23,300	 	 	 	36.8	%	

		
8.	Deposits	
      Time certificates of deposit with balances of $100,000 or more amounted to approximately $407,230,000 and $403,285,000 at December 31, 2003 and 2002, respectively. Interest expense on such deposits amounted to approximately $5,670,000 (2003), $7,995,000 (2002), and $15,652,000 (2001). 
      At December 31, 2003, the scheduled maturities of time certificates of deposit are as follows (000’s omitted): 
 	 	 	 	 	
2004 	 	$	494,157	 	
2005 	 	 	45,801	 	
2006 	 	 	17,622	 	
2007 	 	 	256	 	
2008 and thereafter 	 	 	321	 	
 	 	 		 	
 	 	$	558,157	 	
 	 	 		 	
      At December 31, 2003, the Company had a single depositor with balances of approximately $140,000,000. 

9.	Borrowings	
      During 2003 and 2002, the Bank entered into short-term borrowing agreements with the FHLB. The Bank had outstanding balances of $318.0 million and $166.0 million under these agreements at December 31, 2003 and 2002, respectively, with weighted-average interest rates of 2.0 percent and 3.0 percent, respectively. FHLB held certain investment securities of the Bank as collateral for those borrowings. The average outstanding balance of short-term borrowings for 2003, 2002 and 2001 was $234.3 million, $113.8 million and $125.0 million, respectively. The maximum outstanding at any month-end was $318.0 million during 2003, $175.0 million during 2002 and $395.0 million during 2001. On December 31, 2003 and 2002, the Bank entered into an overnight agreement with certain financial institutions to borrow an aggregate of $87.5 million and $30.0 million, respectively, at a weighted average annual interest rate of 0.9 percent and 1.3 percent, respectively. The Bank maintained cash deposits with the financial institutions as collateral for these borrowings. 
      The Bank entered into an agreement, known as the Treasury Tax & Loan (“TT&L”) Note Option Program, in 1996 with the Federal Reserve Bank and the U.S. Department of the Treasury in which federal tax deposits made by depositors can be held by the Bank until called (withdrawn) by the U.S. Department of the Treasury. The maximum amount of accumulated federal tax deposits allowable to be held by the Bank, as set forth in the agreement, is $15.0 million. On December 31, 2003 and 2002, the amounts held by the Bank in the TT&L Note Option Program were $3.8 million and $14.9 million respectively, collateralized by securities. 
75 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
Amounts are payable on demand. The Bank borrows at a variable rate of 24 and 28 basis points less than the average weekly federal funds rate, which was 1.03% and 1.65% at December 31, 2003 and 2002, respectively. The average amounts held in 2003 and 2002 were $4.2 million and $6.3 million, respectively. 
      During 2003 and 2002, the Bank entered into long-term borrowing agreements with the FHLB. The Bank had outstanding balances of $381.0 million and $272.0 million under these agreements at December 31, 2003 and 2002, respectively, with weighted-average interest rates of 3.4 percent and 5.1 percent in 2003 and 2002 respectively. FHLB held certain investment securities of the Bank as collateral for those borrowings. The maturity dates of the outstanding balances at December 31, 2003 are as follows: $51.0 million in 2005, $175.0 million in 2006, $55.0 million in 2007, and $100.0 million in 2011. 

10.	Junior Subordinated Debentures	
      On December 17, 2003, CVB Statutory Trust I completed a $40,000,000 offering of Trust Preferred Securities and used the gross proceeds from the offering and other cash totaling $41,238,000 to purchase a like amount of junior subordinated debenture of the Company. The junior subordinated debenture was issued concurrent with the issuance of the Trust Preferred Securities. The interest on junior subordinated debenture, paid by the Company to CVB Statutory Trust I, represent the sole revenues of CVB Statutory Trust I and the sole source of dividend distribution to the holders of the Trust Preferred Securities. The Company has fully and conditionally guaranteed all of CVB Statutory Trust I’s obligations under the Trust Preferred Securities. The Company has the right, assuming no default has occurred, to defer payments of interest on the junior subordinated debenture at any time for a period not to exceed 20 consecutive quarters. The Trust Preferred Securities will mature on December 17, 2033, but become callable in part or in total on December 17, 2008 by CVB Statutory Trust I. The Trust Preferred Securities have a fixed interest rate of 6.51% during the first five years, after which the interest rate will float and reset quarterly at the three-month Libor rate plus 2.85%. 
      On December 15, 2003, CVB Statutory Trust II completed a $40,000,000 offering of Trust Preferred Securities and used the gross proceeds from the offering and other cash totaling $41,238,000 to purchase a like amount of junior subordinated debenture of the Company. The junior subordinated debenture was issued concurrent with the issuance of the Trust Preferred Securities. The interest on junior subordinated debenture, paid by the Company to CVB Statutory Trust II, represent the sole revenues of CVB Statutory Trust II and the sole source of dividend distribution to the holders of the Trust Preferred Securities. The Company has fully and conditionally guaranteed all of CVB Statutory Trust II’s obligations under the Trust Preferred Securities. The Company has the right, assuming no default has occurred, to defer payments of interest on the junior subordinated debenture at any time for a period not to exceed 20 consecutive quarters. The Trust Preferred Securities will mature on December 15, 2033, but become callable in part or in total on December 15, 2008 by CVB Statutory Trust II. The Trust Preferred Securities have a fixed interest rate of 6.46% during the first five years, after which the interest rate will float and reset quarterly at the three-month Libor rate plus 2.85%. 

11.	Commitments and Contingencies	

	Leases	
      The Company leases land and buildings under operating leases for varying periods extending to 2014, at which time the Company can exercise options that could extend certain leases through 2027. The future minimum annual rental payments required for leases that have initial or remaining noncancelable lease terms 
76 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
in excess of one year as of December 31, 2003, excluding property taxes and insurance, are approximately as follows (000’s omitted): 
 	 	 	 	 	
2004 	 	$	3,570	 	
2005 	 	 	3,164	 	
2006 	 	 	2,189	 	
2007 	 	 	1,947	 	
2008 	 	 	1,250	 	
Succeeding years 	 	 	2,591	 	
 	 	 		 	
Total minimum payments required 	 	$	14,711	 	
 	 	 		 	
      Total rental expense for the Company was approximately $3.2 million (2003), $3.1 million (2002), and $2.7 million (2001). 

	Commitments	
      At December 31, 2003, the Company had commitments to extend credit of approximately $607.7 million and obligations under letters of credit of $46.0 million. Commitments to extend credit are agreements to lend to customers, provided there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Commitments are generally variable rate, and many of these commitments are expected to expire without being drawn upon. As such, the total commitment amounts do not necessarily represent future cash requirements. The Bank uses the same credit underwriting policies in granting or accepting such commitments or contingent obligations as it does for on-balance-sheet instruments, which consist of evaluating customers’ creditworthiness individually. 
      Standby letters of credit written are conditional commitments issued by the Bank to guarantee the financial performance of a customer to a third party. Those guarantees are primarily issued to support private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. When deemed necessary, The Bank holds appropriate collateral supporting those commitments. Management does not anticipate any material losses as a result of these transactions. 
      The Bank has available lines of credit totaling $308.0 million from certain financial institutions. 

	Shareholder Rights Plan	
      In 2000, the Company adopted a shareholder rights plan designed to maximize long-term value and to protect shareholders from improper takeover tactics and takeover bids which are not fair to all shareholders. In accordance with the plan, preferred share purchase rights were distributed as a dividend at the rate of one right to purchase one one-thousandth of a share of our Series A Participating Preferred Stock at an exercise price of $50.00 (subject to adjustment) upon the occurrence of certain triggering events. 
      The rights become exercisable, and will begin to trade separately from the Common Stock of the Company, upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated persons has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Stock or (ii) ten business days (or such later day as determined by the Board) after a person or group announces a tender offer or exchange offer, the consummation of which would result in ownership by a person or group of 20% or more of our Common Stock. Each right will entitle the holder to purchase Common Stock of the Company having a current market value of twice the exercise price of the right. If the company is acquired through a merger or other business combination transaction, or if there is a sale of more than 50% of 
77 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
our assets or earning power, each right will entitle the holder (other than rights held by the acquiring person) to purchase, at the exercise price, common stock of the acquiring entity having a value of twice the exercise price at the time. 
      The Company’s Board of Directors has the option, at any time after a person becomes a 20% holder of our outstanding common stock to exchange all or part of the rights (other than rights held by the acquiring person) for shares of common stock of the Company provided the Company may not make such an exchange after the person becomes the beneficial owner of 50% or more of our outstanding stock. 
      The Company may redeem the rights for $.01 each at any time on, or prior to, public announcement that a person has become the beneficial owner of 20% or more of our common stock. The rights will expire on June 21, 2010, unless earlier redeemed or exchanged. 

	Other Contingencies	
      In the ordinary course of business, the Company becomes involved in litigation. Based upon the Company’s internal records and discussions with legal counsel, the Company records reserves for estimates of the probable outcome of all cases brought against them. 
      In May 1998, the Bank received an unfavorable jury judgment as a result of the lawsuit filed against them by MRI Grand Terrace, Inc. (“MRI”). The award to MRI and its joint venture partner, Tri-National Development Corp. was approximately $4.9 million, which included approximately $2.1 million in compensatory damages, $1.6 million in punitive damages, and $1.2 million in prejudgment interest. The lawsuit alleges that the Bank misled MRI in its purchase of a commercial real estate property from the Bank. The Bank subsequently made a motion to the trial judge to vacate the jury verdict, and on August 14, 1998, the motion was denied. The Bank filed an appeal on August 19, 1998. The Court of Appeals vacated the judgment and remanded the case for retrial. In addition, the Court of Appeals has awarded the Bank the costs of appeal. MRI petitioned the Supreme Court of the State of California, which refused to hear the case. 
      On March 14, 2003, the Bank reached a settlement in the MRI litigation. Pursuant to this settlement, the Bank agreed to pay $2.0 million to the plaintiffs and the plaintiffs agreed to dismiss this case in its entirety with prejudice. On July 17, 2003, the settlement was finalized by the bankruptcy court administering the bankruptcy proceedings of the Tri-National Development Corp. as successor to MRI and the Bank paid the $2.0 million to the plaintiffs. The amount of this settlement is less than half of the original jury judgment against the Bank, which the Bank had accrued for under accounting principles generally accepted in the United States of America. As a result of the outcome, we reversed the excess legal accrual of $3.4 million to other operating expenses in June 2003. 
      On January 27, 2004, employees of the Bank discovered that a break-in had occurred at one of its Business Financial Centers. During this break-in, some of the customers’ safe deposit boxes were compromised. The amount of the recompense to be made to the customers has not been determined. The Bank is working with its customers and insurance company to make restitution. 

12.	Deferred Compensation Plans	
      As a result of the acquisition of Citizens Commercial Trust and Savings Bank of Pasadena (“CCT&SB”) in 1996, the Bank assumed deferred compensation and salary continuation agreements with several former employees of CCT&SB. These agreements call for periodic payments at the retirement of such employees who have normal retirement dates through 2021. In connection with these agreements, the Bank assumed life insurance policies, which it intends to use to fund the related liability. Benefits paid to retirees amounted to approximately $178,000 (2003), $181,000 (2002), and $169,000 (2001). 
78 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      The Bank also assumed a death benefit program for certain former employees of CCT&SB, under which the Bank will provide benefits to the former employees’ beneficiaries: 1) in the event of death while employed by the Bank; 2) after termination of employment for total and permanent disability; 3) after retirement, if retirement occurs after age 65. Amounts are to be paid to the former employees’ beneficiaries over a 10-year period in equal installments. Further, the Bank assumed life insurance policies to fund any future liability related to this program. Amounts paid for the benefit of retirees totaled approximately $170,000 (2003), $170,000 (2002) and $197,000 (2001). 
      The Company assumed certain deferred compensation and salary continuation agreements as a result of the merger with Orange National Bancorp (“ONB”). These agreements called for periodic payments over 179 months in the event that ONB experienced a merger, acquisition, or other act wherein the employees were not retained in similar positions with the surviving company. Amounts paid under these agreements totaled approximately $60,000 (2003), $60,000 (2002), and $189,000 (2001). 
      The Company assumed certain deferred compensation and salary continuation agreements as a result of the merger with Western Security Bank (“WSB”). These agreements called for periodic payments over 179 months in the event that WSB experienced a merger, acquisition, or other act wherein the employees were not retained in similar positions with the surviving company. Amounts paid under these agreements totaled approximately $498,000 (2003) and $207,500 (2002). 
      KNB had severance arrangements with several of its officers should they not retain a similar position upon a change of control. These monies totaling $879,000 were paid into a Rabbi Trust by KNB prior to the closing of the acquisition. The Bank and the Company have no further commitments under these arrangements. 

13.	401(k) and Profit-Sharing Plan	
      The Bank sponsors a 401(k) and profit-sharing plan for the benefit of its employees. Employees are eligible to participate in the plan after 12 months of consecutive service, provided they have completed 1,000 service hours in the plan year. Employees may make contributions to the plan under the plan’s 401(k) component. The Bank contributes 3%, non-matching, to the plan to comply with ERISA’s safe harbor provisions. The Bank may make additional contributions under the plan’s profit-sharing component, subject to certain limitations. The Bank’s total contributions are determined by the Board of Directors and amounted to approximately $2,162,000 (2003), $1,735,000 (2002), and $1,585,000 (2001). 
79 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 

14.	Earnings Per Share Reconciliation	

		December 31, 2003	
			
				Weighted			
		Income		Average Shares		Per Share	
		(Numerator)		(Denominator)		Amount	

		(Amount and share in thousands,	
		except per share amount)	
Basic EPS 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income available to common stockholders 	 	$	52,832	 	 	 	48,182	 	 	$	1.10	 	
Effect of Dilutive Securities 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Incremental shares from assumed exercise of outstanding options 	 	 	 	 	 	 	928	 	 	 	(0.02	)	
 	 	 		 	 	 		 	 	 		 	
Diluted EPS 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income available to common stockholders 	 	$	52,832	 	 	 	49,110	 	 	$	1.08	 	

			
		December 31, 2002	
			
Basic EPS 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income available to common stockholders 	 	$	49,745	 	 	 	47,986	 	 	$	1.04	 	
Effect of Dilutive Securities 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Incremental shares from assumed exercise of outstanding options 	 	 	 	 	 	 	1,049	 	 	 	(0.03	)	
 	 	 		 	 	 		 	 	 		 	
Diluted EPS 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income available to common stockholders 	 	$	49,745	 	 	 	49,035	 	 	$	1.01	 	

			
		December 31, 2001	
			
Basic EPS 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income available to common stockholders 	 	$	40,058	 	 	 	47,765	 	 	$	0.84	 	
Effect of Dilutive Securities 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Incremental shares from assumed exercise of outstanding options 	 	 	 	 	 	 	931	 	 	 	(0.02	)	
 	 	 		 	 	 		 	 	 		 	
Diluted EPS 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Income available to common stockholders 	 	$	40,058	 	 	 	48,696	 	 	$	0.82	 	

		
15.	Stock Option Plans	
      In May 2000, the Company approved a new stock option plan that authorizes the issuance of up to 3,781,250 shares (all share amounts have been adjusted to reflect stock dividends and splits) of our stock, and expires in March 2010. The Company also has a stock option plan approved in 1991 that authorized the issuance of up to 4,852,761 shares and expired in February 2001. Under both plans option prices are determined at the fair market value of such shares on the date of grant, and options are exercisable in such installments as determined by the Board of Directors. 
      As a result of the merger with Orange National Bank (“ONB”), the Company maintains two compensatory incentive stock option plans in which options to purchase shares of Company common stock were granted. At December 31, 2003, options for the purchase of 70,564 shares were outstanding and exercisable. There are no further shares available for granting under these plans. 
80 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      At December 31, 2003, options for the purchase of 1,556,539 shares of Company common stock were outstanding under the above plans, of which options to purchase 1,126,705 shares were exercisable at prices ranging from $1.89 to $15.36; 3,031,718 shares of common stock were available for the granting of future options under the May 2000 plan. At December 31, 2003, 1,126,705 options are exercisable at a weighted average exercise price of $6.78. The remaining weighted-average contractual life of the 1,556,539 options outstanding at December 31, 2003 is 5.1 years. 
      The following table presents the status of all optioned shares and per share amounts: 
 	 	 	 	 	 	 	 	 	 	
		Shares		Price Range	
					
Outstanding at January 1, 2001 	 	 	2,157,392	 	 	$	1.31 - $11.25	 	
Granted 	 	 	29,217	 	 	$	10.67 - $13.61	 	
Exercised 	 	 	(183,910	)	 	$	1.31 - $ 9.04	 	
 	Effect of stock splits and dividends 	 	 	(127,761	)	 	 	 	 	
Canceled 	 	 	(3,696	)	 	$	6.05 - $10.67	 	
 	 	 		 	 	 	 	 	
Outstanding at December 31, 2001 	 	 	1,871,242	 	 	$	1.31 - $13.61	 	
Granted 	 	 	251,291	 	 	$	14.51 - $15.36	 	
Exercised 	 	 	(162,474	)	 	$	1.31 - $10.67	 	
 	Effect of stock splits and dividends 	 	 	(41,977	)	 	 	 	 	
Canceled 	 	 	(3,025	)	 	$	8.78 - $ 8.78	 	
 	 	 		 	 	 	 	 	
Outstanding at December 31, 2002 	 	 	1,915,057	 	 	$	1.89 - $15.36	 	
Granted 	 	 	39,600	 	 	$	17.41 - $19.36	 	
Exercised 	 	 	(318,887	)	 	$	1.89 - $14.51	 	
 	Effect of stock splits and dividends 	 	 	(64,526	)	 	 	 	 	
Canceled 	 	 	(14,705	)	 	$	8.25 - $14.51	 	
 	 	 		 	 	 	 	 	
Outstanding at December 31, 2003 	 	 	1,556,539	 	 	$	1.89 - $15.36	 	
 	 	 		 	 	 	 	 	
81 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      At December 31, 2003, 1,126,705 options are exercisable at a weighted average exercise price of $6.78. The remaining weighted-average contractual life of the 1,556,539 options outstanding at December 31, 2003 is 5.1 years. 

OPTIONS OUTSTANDING		OPTIONS EXERCISABLE	
			
		Outstanding		Weighted-Average				Exercisable			
Range of		as of		Remaining		Weighted-Average		as of		Weighted-Average	
Exercise Prices		12/31/03		Contractual Life		Exercise Price		12/31/03		Exercise Price	
											
$	 — — $ 1.94	 	 	 	1	 	 	 	0.0	 	 	$	1.89	 	 	 	1	 	 	$	1.89	 	
$	 1.94 — $ 3.87	 	 	 	346,703	 	 	 	0.9	 	 	$	2.75	 	 	 	346,703	 	 	$	2.75	 	
$	 3.87 — $ 5.81	 	 	 	82,495	 	 	 	3.5	 	 	$	5.15	 	 	 	82,495	 	 	$	5.15	 	
$	 5.81 — $ 7.74	 	 	 	96,511	 	 	 	4.0	 	 	$	6.28	 	 	 	90,079	 	 	$	6.19	 	
$	 7.74 — $ 9.68	 	 	 	615,373	 	 	 	6.1	 	 	$	8.58	 	 	 	439,809	 	 	$	8.62	 	
$	 9.68 — $11.62	 	 	 	124,496	 	 	 	4.8	 	 	$	10.12	 	 	 	115,726	 	 	$	10.08	 	
$	11.62 — $13.55	 	 	 	10,313	 	 	 	7.7	 	 	$	12.39	 	 	 	4,124	 	 	$	12.39	 	
$	13.55 — $15.49	 	 	 	241,047	 	 	 	8.5	 	 	$	14.56	 	 	 	47,768	 	 	$	14.56	 	
$	15.49 — $17.42	 	 	 	22,000	 	 	 	9.6	 	 	$	17.41	 	 	 	—	 	 	$	—	 	
$	17.42 — $19.36	 	 	 	17,600	 	 	 	9.5	 	 	$	18.62	 	 	 	—	 	 	$	—	 	
 	 	 	 	 		 	 	 		 	 	 		 	 	 		 	 	 		 	
 	 	 	 	 	1,556,539	 	 	 	5.1	 	 	$	8.27	 	 	 	1,126,705	 	 	$	6.78	 	

		
16.	Regulatory Matters	
      The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct, material effect on the Company and the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgment by the regulators about components, risk-weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies. 
      Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (primarily common stock and retained earnings, less goodwill) to risk-weighted assets, and of Tier I capital to average assets. Management believes that, as of December 31, 2003 and 2002, the Company and the Bank meet all capital adequacy requirements to which they are subject. 
      As of December 31, 2003 and 2002, the most recent notifications from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the minimum total risk-based, Tier I risk-based, and Tier I leverage (tangible Tier I capital divided by average total assets) ratios as set forth in the table below must be maintained. There are no conditions or events since said notification that management believes have changed the Bank’s category. 
82 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      The actual amount and capital ratios of the Company and the Bank at December 31 are as follows: 

										To Be Well	
								Capitalized under	
				For Capital Adequacy		Prompt Corrective	
		Actual		Purposes:		Action Provisions:	
							
		Amount				Amount				Amount			
		(000s)		Ratio		(000s)		Ratio		(000s)		Ratio	
													
As of December 31, 2003: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total Capital (to Risk-Weighted Assets) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Company 	 	$	346,297	 	 	 	14.5%	 	 	$	191,191	 	 	 	³8.0%	 	 	 	 	 	 	 	N/A	 	
 	 	Bank 	 	 	337,420	 	 	 	14.2%	 	 	 	190,766	 	 	 	³8.0%	 	 	$	238,459	 	 	 	³10.0	%	
 	Tier I Capital (to Risk-Weighted Assets) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Company 	 	$	316,209	 	 	 	13.2%	 	 	$	95,604	 	 	 	³4.0%	 	 	 	 	 	 	 	N/A	 	
 	 	Bank 	 	 	314,405	 	 	 	13.2%	 	 	 	95,346	 	 	 	³4.0%	 	 	$	143,020	 	 	 	³6.0	%	
 	Tier I Capital (to Average-Assets) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Company 	 	$	316,209	 	 	 	8.6%	 	 	$	146,563	 	 	 	³4.0%	 	 	 	 	 	 	 	N/A	 	
 	 	Bank 	 	 	314,405	 	 	 	8.6%	 	 	 	146,747	 	 	 	³4.0%	 	 	$	183,433	 	 	 	³5.0	%	
As of December 31, 2002: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Total Capital (to Risk-Weighted Assets) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Company 	 	$	235,096	 	 	 	11.2%	 	 	$	167,775	 	 	 	³8.0%	 	 	 	 	 	 	 	N/A	 	
 	 	Bank 	 	 	235,744	 	 	 	11.3%	 	 	 	167,639	 	 	 	³8.0%	 	 	$	209,549	 	 	 	³10.0	%	
 	Tier I Capital (to Risk-Weighted Assets) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Company 	 	$	213,430	 	 	 	10.2%	 	 	$	83,862	 	 	 	³4.0%	 	 	 	 	 	 	 	N/A	 	
 	 	Bank 	 	 	214,078	 	 	 	10.2%	 	 	 	83,788	 	 	 	³4.0%	 	 	$	125,682	 	 	 	³6.0	%	
 	Tier I Capital (to Average-Assets) 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Company 	 	$	213,430	 	 	 	7.6%	 	 	$	112,926	 	 	 	³4.0%	 	 	 	 	 	 	 	N/A	 	
 	 	Bank 	 	 	214,078	 	 	 	7.6%	 	 	 	112,821	 	 	 	³4.0%	 	 	$	141,026	 	 	 	³5.0	%	
      In addition, California Banking Law limits the amount of dividends a bank can pay without obtaining prior approval from bank regulators. Under this law, the Bank could, as of December 31, 2003, declare and pay additional dividends of approximately $71,966,000. 
      Banking regulations require that all banks maintain a percentage of their deposits as reserves at the Federal Reserve Board (“FRB”). On December 31, 2003, this reserve requirement was approximately $400,000. 
      On July 2, 2003, the Federal Reserve Bank issued Supervisory Letter SR 03-13 clarifying that bank holding companies should continue to report trust preferred securities in accordance with current Federal Reserve Bank instructions which allows trust preferred securities to be counted in Tier I capital subject to certain limitations. The Federal Reserve has indicated it will review the implications of any accounting treatment changes and, if necessary or warranted, will provide appropriate guidance. 
83 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 

17.	Condensed Financial Information of Parent Company	
 	 	 	 	 	 	 	 	 	 	
		2003		2002	

		(Amounts in thousands)	
Assets: 	 	 	 	 	 	 	 	 	
 	Investment in subsidiaries 	 	$	360,646	 	 	$	260,556	 	
 	Other assets, net 	 	 	16,475	 	 	 	9,099	 	
 	 	 		 	 	 		 	
Total assets 	 	$	377,121	 	 	$	269,655	 	
 	 	 		 	 	 		 	
Liabilities 	 	$	90,400	 	 	$	9,834	 	
Stockholders’ equity 	 	 	286,721	 	 	 	259,821	 	
 	 	 		 	 	 		 	
Total liabilities and stockholders’ equity 	 	$	377,121	 	 	$	269,655	 	
 	 	 		 	 	 		 	
STATEMENTS OF EARNINGS 
 	 	 	 	 	 	 	 	 	 	 	 	 	
		2003		2002		2001	

		(Amounts in thousands)	
Equity in net earnings of subsidiaries 	 	$	53,204	 	 	$	49,916	 	 	$	40,455	 	
Other expense, net 	 	 	(372	)	 	 	(171	)	 	 	(397	)	
 	 	 		 	 	 		 	 	 		 	
Net earnings 	 	$	52,832	 	 	$	49,745	 	 	$	40,058	 	
 	 	 		 	 	 		 	 	 		 	
84 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
STATEMENTS OF CASH FLOWS 
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
		2003		2002		2001	

		(Amounts in thousands )	
CASH FLOWS FROM OPERATING ACTIVITIES: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Net earnings 	 	$	52,832	 	 	$	49,745	 	 	$	40,058	 	
 	 	 		 	 	 		 	 	 		 	
 	Adjustments to reconcile net earnings to cash (used in) provided by operating activities: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Earnings of subsidiaries 	 	 	(53,204	)	 	 	(49,916	)	 	 	(40,455	)	
 	 	Other operating activities, net 	 	 	(1,202	)	 	 	1,286	 	 	 	634	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Total adjustments 	 	 	(54,406	)	 	 	(48,630	)	 	 	(39,821	)	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Net cash (used in) provided by operating activities 	 	 	(1,574	)	 	 	1,115	 	 	 	237	 	
 	 	 		 	 	 		 	 	 		 	
CASH FLOWS FROM INVESTING ACTIVITIES: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Investment in CVB Statutory Trust I & II 	 	 	(2,476	)	 	 	—	 	 	 	—	 	
 	Capital Contribution to the Bank 	 	 	(80,000	)	 	 	—	 	 	 	—	 	
 	Dividends received from the Bank 	 	 	32,642	 	 	 	21,700	 	 	 	16,100	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Net cash (used in) provided by investing activities 	 	 	(49,834	)	 	 	21,700	 	 	 	16,100	 	
 	 	 		 	 	 		 	 	 		 	
CASH FLOWS FROM FINANCING ACTIVITIES: 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Cash dividends on common stock 	 	 	(21,638	)	 	 	(20,800	)	 	 	(15,585	)	
 	Proceeds from exercise of stock options 	 	 	989	 	 	 	479	 	 	 	460	 	
 	Repurchase of common stock 	 	 	(7,053	)	 	 	(2,100	)	 	 	—	 	
 	Issuance of junior subordinated debentures 	 	 	82,476	 	 	 	—	 	 	 	—	 	
 	 	 		 	 	 		 	 	 		 	
 	 	 	Net cash provided by (used in) financing activities 	 	 	54,774	 	 	 	(22,421	)	 	 	(15,125	)	
 	 	 		 	 	 		 	 	 		 	
NET INCREASE IN CASH AND CASH EQUIVALENTS 	 	 	3,366	 	 	 	394	 	 	 	1,212	 	
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 	 	 	5,300	 	 	 	4,906	 	 	 	3,694	 	
 	 	 		 	 	 		 	 	 		 	
CASH AND CASH EQUIVALENTS, END OF YEAR 	 	$	8,666	 	 	$	5,300	 	 	$	4,906	 	
 	 	 		 	 	 		 	 	 		 	
85 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 

18.	Quarterly Financial Data (Unaudited)	
      Summarized quarterly financial data follows: 

		Three Months Ended	
			
		March 31		June 30		September 30		December 31	

		(Amounts in thousands, except per share amounts)	
2003	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net interest income 	 	$	31,239	 	 	$	30,547	 	 	$	31,434	 	 	$	36,073	 	
Provision for credit losses 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Net earnings 	 	 	12,704	 	 	 	12,520	 	 	 	13,502	 	 	 	14,106	 	
Basic earnings per common share 	 	 	0.26	 	 	 	0.26	 	 	 	0.29	 	 	 	0.29	 	
Diluted earning per common share 	 	 	0.26	 	 	 	0.25	 	 	 	0.28	 	 	 	0.29	 	
2002	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net interest income 	 	$	26,638	 	 	$	27,447	 	 	$	29,371	 	 	$	30,428	 	
Provision for credit losses 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	
Net earnings 	 	 	12,317	 	 	 	11,639	 	 	 	13,196	 	 	 	12,593	 	
Basic earnings per common share 	 	 	0.26	 	 	 	0.24	 	 	 	0.28	 	 	 	0.26	 	
Diluted earning per common share 	 	 	0.25	 	 	 	0.23	 	 	 	0.27	 	 	 	0.26	 	

19.	Fair Value Information	
      The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of SFAS No. 107, “Disclosures about Fair Value of Financial Instruments.” The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to develop the estimates of fair value. Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company could 
86 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
have realized in a current market exchange as of December 31, 2003 and 2002. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. 

		2003		2002	
					
		Carrying		Estimated		Carrying		Estimated	
		Amount		Fair Value		Amount		Fair Value	

		(Amounts in thousands)	
Assets	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents 	 	$	112,008	 	 	$	112,008	 	 	$	164,973	 	 	$	164,973	 	
FHLB Stock 	 	 	37,966	 	 	 	37,966	 	 	 	21,900	 	 	 	21,900	 	
Investment securities available for sale 	 	 	1,865,782	 	 	 	1,865,782	 	 	 	1,430,599	 	 	 	1,430,599	 	
Loans and lease finance receivables, net 	 	 	1,738,659	 	 	 	1,754,949	 	 	 	1,424,343	 	 	 	1,420,129	 	
Accrued interest receivable 	 	 	15,724	 	 	 	15,724	 	 	 	15,841	 	 	 	15,841	 	
Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Deposits: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Noninterest-bearing 	 	$	1,142,330	 	 	$	1,142,330	 	 	$	958,671	 	 	$	958,671	 	
 	Interest-bearing 	 	 	1,518,180	 	 	 	1,520,543	 	 	 	1,351,293	 	 	 	1,358,743	 	
Demand note to U.S. Treasury 	 	 	3,834	 	 	 	3,834	 	 	 	14,888	 	 	 	14,888	 	
Short-term borrowings 	 	 	405,500	 	 	 	405,500	 	 	 	196,000	 	 	 	196,000	 	
Long-term borrowings 	 	 	381,000	 	 	 	392,768	 	 	 	272,000	 	 	 	298,216	 	
Junior subordinated debentures 	 	 	82,476	 	 	 	82,476	 	 	 	—	 	 	 	—	 	
Accrued interest payable 	 	 	5,259	 	 	 	5,259	 	 	 	6,497	 	 	 	6,497	 	
Funds due on security purchase 	 	 	—	 	 	 	—	 	 	 	25,970	 	 	 	25,970	 	
      The methods and assumptions used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value are explained below: 
      The carrying amount of cash and cash equivalents is considered to be a reasonable estimate of fair value. For investment securities, fair values are based on quoted market prices, dealer quotes, and prices obtained from an independent pricing service. 
      The carrying amount of loans and lease finance receivables is their contractual amounts outstanding, reduced by deferred net loan origination fees and the allocable portion of the allowance for credit losses. Variable rate loans are composed primarily of loans whose interest rates float with changes in the prime interest rate. The carrying amount of variable rate loans, other than such loans on nonaccrual status, is considered to be their estimated fair value. 
      The fair value of fixed rate loans, other than such loans on nonaccrual status, was estimated by discounting the remaining contractual cash flows using the estimated current rate at which similar loans would be made to borrowers with similar credit risk characteristics and for the same remaining maturities, reduced by deferred net loan origination fees and the allocable portion of the allowance for credit losses. Accordingly, in determining the estimated current rate for discounting purposes, no adjustment has been made for any change in borrowers’ credit risks since the origination of such loans. Rather, the allocable portion of the allowance for credit losses is considered to provide for such changes in estimating fair value. 
      The fair value of loans on nonaccrual status has not been specifically estimated because it is not practicable to reasonably assess the credit risk adjustment that would be applied in the marketplace for such loans. As such, the estimated fair value of total loans at December 31, 2003 and 2002 includes the carrying amount of nonaccrual loans at each respective date. 
87 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      The fair value of commitments to extend credit and standby letters of credit were not significant at either December 31, 2003 or 2002, as these instruments predominantly have adjustable terms and are of a short-term nature. 
      The amounts of accrued interest receivable on loans and lease finance receivables and investments are considered to be stated at fair value. 
      The amounts payable to depositors for demand, savings, money market accounts, the demand note to the U.S. Treasury, short-term borrowings, and the related accrued interest payable are considered to be stated at fair value. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value of long-term borrowings and junior subordinated debentures is estimated using the rates currently offered for borrowings of similar remaining maturities. 
      The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2003 and 2002. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and therefore, current estimates of fair value may differ significantly from the amounts presented above. 

20.	Goodwill and Intangible Assets	
      During 2003, the Company acquired KNB and recorded an intangible asset classified as core deposit intangible in the amount of $3.1 million. The weighted average amortization period is 8 years. 
      The following is a summary of amortizable intangible assets, which consist of core deposit intangibles, at December 31: 

		2003		2002	
					
		Gross				Gross			
		Carrying		Accumulated		Carrying		Accumulated	
		Amount		Amortization		Amount		Amortization	

		(Amounts in thousands)	
Amortized intangible assets	 	$	11,237	 	 	$	(3,917	)	 	$	8,113	 	 	$	(3,102	)	
Aggregate Amortization Expense:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	For year ended 	 	$	815	 	 	 	 	 	 	$	578	 	 	 	 	 	
Estimated Amortization Expense:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	For the year ended December 31: 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	For the year ended 2003 	 	$	—	 	 	 	 	 	 	$	817	 	 	 	 	 	
 	 	For the year ended 2004 	 	$	1,185	 	 	 	 	 	 	$	817	 	 	 	 	 	
 	 	For the year ended 2005 	 	$	1,161	 	 	 	 	 	 	$	787	 	 	 	 	 	
 	 	For the year ended 2006 	 	$	1,153	 	 	 	 	 	 	$	787	 	 	 	 	 	
 	 	For the year ended 2007 	 	$	1,153	 	 	 	 	 	 	$	787	 	 	 	 	 	
 	 	For the year ended 2008 	 	$	1,153	 	 	 	 	 	 	 	 	 	 	 	 	 	
      At December 31, 2003 the weighted average remaining life of intangible assets is approximately 5.2 years. 
88 

CVB FINANCIAL CORP. AND SUBSIDIARIES 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued) 
      The change in the carrying amount of goodwill for the years ended December 31, 2003 and 2002, are as follows: 
 	 	 	 	 	 	 	 	 	 	
		2003		2002	

		(Amounts in	
		thousands)	
Balance as of January 1 	 	$	10,708	 	 	$	5,209	 	
 	Goodwill acquired during the year 	 	 	8,872	 	 	 	5,499	 	
 	 	 		 	 	 		 	
Balance as of December 31 	 	$	19,580	 	 	$	10,708	 	
 	 	 		 	 	 		 	
      The impact of adopting SFAS No. 142 on net earnings and earnings per share (basic and diluted) in the prior periods presented is not material. 
89 

INDEPENDENT AUDITORS’ REPORT 
Board of Directors and Stockholders 
CVB Financial Corp. 
Ontario, California 
      We have audited the accompanying consolidated balance sheets of CVB Financial Corp. and subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of earnings, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. 
      We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. 
      In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of CVB Financial Corp. and subsidiaries as of December 31, 2003 and 2002 and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. 
		
 	/s/ DELOITTE & TOUCHE LLP 	
 		
 	Deloitte & Touche LLP 	
Los Angeles, California 
March 10, 2004 
90 

INDEX TO EXHIBITS 
 	 	 	 	 	 	 	 	 	
Exhibit					
No.				Page	
					
 	3.1	 	 	Articles of Incorporation of the Company, as amended.(1) 	 	 	*	 	
 	3.2	 	 	Bylaws of Company, as amended.(2) 	 	 	*	 	
 	3.3	 	 	Reserved. 	 	 	*	 	
 	4.1	 	 	Form of Registrant’s Common Stock certificate.(2) 	 	 	*	 	
 	4.2	 	 	Preferred Shares Rights Agreement, dated as of June 21, 2000, between CVB Financial Corp. and U.S. Stock Transfer Corp., including the Certificate of Determination, the form of Rights Certificate and the Summary of Rights (2) 	 	 	*	 	
 	4.3	 	 	Certificate of Determination of Participating Preferred Stock of Registrant (2) 	 	 	*	 	
 	4.4	 	 	Form of Rights Certificate (2) 	 	 	*	 	
 	4.5	 	 	Summary of Rights (2) 	 	 	*	 	
 	4.6	 	 	CVB Statutory Trust I Junior Subordinated Indenture dated December 17, 2003 entered into between CVB Financial Corp. and U.S. Bank National Association, as Trustee 	 	 	 	 	
 	4.7	 	 	CVB Statutory Trust I Form of Junior Subordinated Deferrable Interest Debenture (included as an exhibit to Exhibit 4.6) 	 	 	 	 	
 	4.8	 	 	Amended and Restated Declaration of CVB Statutory Trust I 	 	 	 	 	
 	4.9	 	 	CVB Statutory Trust I Form of Capital Security Certificate (included as an exhibit to Exhibit 4.8) 	 	 	 	 	
 	4.10	 	 	CVB Statutory Trust I Form of Common Security Certificate (included as an exhibit to Exhibit 4.8) 	 	 	 	 	
 	4.11	 	 	CVB Statutory Trust I Guarantee Agreement between CVB Financial Corp. and U.S. Bank National Association 	 	 	 	 	
 	4.12	 	 	CVB Statutory Trust II Junior Subordinated Indenture dated December 15, 2003 entered into between CVB Financial Corp. and Wells Fargo Bank, National Association, as Trustee 	 	 	 	 	
 	4.13	 	 	CVB Statutory Trust II Form of Junior Subordinated Deferrable Interest Debenture (included as an exhibit to Exhibit 4.12) 	 	 	 	 	
 	4.14	 	 	Amended and Restated Declaration of CVB Statutory Trust II 	 	 	 	 	
 	4.15	 	 	CVB Statutory Trust II Form of Capital Security Certificate (included as an exhibit to Exhibit 4.14) 	 	 	 	 	
 	4.16	 	 	CVB Statutory Trust II Form of Common Security Certificate (included as an exhibit to Exhibit 4.14) 	 	 	 	 	
 	4.17	 	 	CVB Statutory Trust II Guarantee Agreement between CVB Financial Corp. and Wells Fargo Bank, National Association 	 	 	 	 	
 	10.1	 	 	Reserved. 	 	 	*	 	
 	10.2	 	 	Agreement by and among D. Linn Wiley, CVB Financial Corp. and Chino Valley Bank dated August 8, 1991.(2) 	 	 	*	 	
 	10.3	 	 	Chino Valley Bank Profit Sharing Plan, as amended.(3) 	 	 	*	 	
 	10.4	 	 	Form of Indemnification Agreement.(4) 	 	 	*	 	
 	10.5	 	 	1991 Stock Option Plan, as amended.(5) 	 	 	*	 	
 	10.6	 	 	2000 Stock Option Plan.(6) 	 	 	*	 	
 	10.7	 	 	Form of Option Agreement under 2000 Stock Option (6) 	 	 	*	 	
 	10.8	 	 	Severance Compensation Agreement dated September 19, 2001 with Edwin J. Pomplun 	 	 	*	 	
 	10.9	 	 	Severance Compensation Agreement dated September 19, 2001 with Frank Basirico 	 	 	*	 	
 	10.10	 	 	Severance Compensation Agreement dated September 19, 2001 with Jay Coleman 	 	 	*	 	
 	10.11	 	 	Severance Compensation Agreement dated September 19, 2001 with Edward J. Biebrich 	 	 	*	 	
91 

 	 	 	 	 	 	 	 	 	
Exhibit					
No.				Page	
					
 	10.12	 	 	CVB Financial Corp. 1999 Orange National Bancorp 1993 Continuation Stock Option Plan (7) 	 	 	*	 	
 	10.13	 	 	CVB Financial Corp. 1999 Orange National Bancorp 1997 Continuation Stock Option Plan (7) 	 	 	*	 	
 	12	 	 	Statement regarding computation of ratios (included in Form 10-K) 	 	 	*	 	
 	21	 	 	Subsidiaries of Company. 	 	 	 	 	
 	23	 	 	Consent of Independent Certified Public Accountants. 	 	 	 	 	
 	31.1	 	 	Certification of D. Linn Wiley pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 	 	 	 	 	
 	31.2	 	 	Certification of Edward J. Biebrich, Jr. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 	 	 	 	 	
 	32.1	 	 	Certification of D. Linn Wiley pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 	 	 	 	 	
 	32.2	 	 	Certification of Edward J. Biebrich, Jr. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 	 	 	 	 	

 	*	Not applicable. 	
		
(1) 	Filed as Exhibits 3.1 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, Commission file number 0-10140, which are incorporated herein by this reference. 	
 		
(2) 	Filed as Exhibits 3.2, 4.1, 4.2, 4.3, 4.4, 4.5 and 10.2 to Registrant’s Statement on Form 8-A12G on June 11, 2001, Commission file number 0-10140, which are incorporated herein by this reference. 	
 		
(3) 	Filed as Exhibits 10.3 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1990, Commission file number 1-10394, which are incorporated herein by this reference. 	
 		
(4) 	Filed as Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1988, Commission file number 1-10394, which is incorporated herein by this reference. 	
 		
(5) 	Filed as Exhibit 10.17 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, Commission file number 1-10394, which is incorporated herein by this reference. 	
 		
(6) 	Filed as Exhibit 10.18 and 10.19 respectively to Registrant’s Statement on Form S-8 on July 12, 2000, Commission file number 333-41198, which is incorporated herein by this reference. 	
 		
(7) 	Filed as Exhibit 99.1 and 99.2 to Registrant’s Registration Statement on Form S-8 on October 6, 1999, Registration No. 333-88519, which is incorporated herein by this reference. 	
92 

                                                                     EXHIBIT 4.6

================================================================================

                              CVB FINANCIAL CORP.,
                                    AS ISSUER

                                    INDENTURE

                          DATED AS OF DECEMBER 17, 2003

                         U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE

           FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
                                   DEBENTURES

                                    DUE 2033

================================================================================

                                TABLE OF CONTENTS

                                                                                                                Page
                                                                                                                ----
                                                                                                          
ARTICLE I. DEFINITIONS.......................................................................................     1

         Section 1.1.      Definitions.......................................................................     1

ARTICLE II. DEBENTURES.......................................................................................     8

         Section 2.1.      Authentication and Dating.........................................................     8
         Section 2.2.      Form of Trustee's Certificate of Authentication...................................     9
         Section 2.3.      Form and Denomination of Debentures...............................................     9
         Section 2.4.      Execution of Debentures...........................................................     9
         Section 2.5.      Exchange and Registration of Transfer of Debentures...............................     9
         Section 2.6.      Mutilated, Destroyed, Lost or Stolen Debentures...................................    11
         Section 2.7.      Temporary Debentures..............................................................    12
         Section 2.8.      Payment of Interest and Additional Interest.......................................    12
         Section 2.9.      Cancellation of Debentures Paid, etc..............................................    14
         Section 2.10.     Computation of Interest...........................................................    14
         Section 2.11.     Extension of Interest Payment Period..............................................    15
         Section 2.12.     CUSIP Numbers.....................................................................    16

ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY.............................................................    17

         Section 3.1.      Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures....    17
         Section 3.2.      Offices for Notices and Payments, etc.............................................    17
         Section 3.3.      Appointments to Fill Vacancies in Trustee's Office................................    18
         Section 3.4.      Provision as to Paying Agent......................................................    18
         Section 3.5.      Certificate to Trustee............................................................    19
         Section 3.6.      Additional Sums...................................................................    19
         Section 3.7.      Compliance with Consolidation Provisions..........................................    19
         Section 3.8.      Limitation on Dividends...........................................................    19
         Section 3.9.      Covenants as to the Trust.........................................................    20
         Section 3.10.     Additional Junior Indebtedness....................................................    20

ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE................................    20

         Section 4.1.      Securityholders' Lists............................................................    20
         Section 4.2.      Preservation and Disclosure of Lists..............................................    20

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT..............................    21

         Section 5.1.      Events of Default.................................................................    21
         Section 5.2.      Payment of Debentures on Default; Suit Therefor...................................    23
         Section 5.3.      Application of Moneys Collected by Trustee........................................    24
         Section 5.4.      Proceedings by Securityholders....................................................    25
         Section 5.5.      Proceedings by Trustee............................................................    25
         Section 5.6.      Remedies Cumulative and Continuing; Delay or Omission Not a Waiver................    25

                                       i

                                                                                                          
         Section 5.7.      Direction of Proceedings and Waiver of Defaults by Majority of Securityholders....    26
         Section 5.8.      Notice of Defaults................................................................    26
         Section 5.9.      Undertaking to Pay Costs..........................................................    26

ARTICLE VI. CONCERNING THE TRUSTEE...........................................................................    27

         Section 6.1.      Duties and Responsibilities of Trustee............................................    27
         Section 6.2.      Reliance on Documents, Opinions, etc..............................................    28
         Section 6.3.      No Responsibility for Recitals, etc...............................................    28
         Section 6.4.      Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                           Registrar May Own Debentures......................................................    29
         Section 6.5.      Moneys to be Held in Trust........................................................    29
         Section 6.6.      Compensation and Expenses of Trustee..............................................    29
         Section 6.7.      Officers' Certificate as Evidence.................................................    30
         Section 6.8.      Eligibility of Trustee............................................................    30
         Section 6.9.      Resignation or Removal of Trustee.................................................    30
         Section 6.10.     Acceptance by Successor Trustee...................................................    31
         Section 6.11.     Succession by Merger, etc.........................................................    32
         Section 6.12.     Authenticating Agents.............................................................    32

ARTICLE VII. CONCERNING THE SECURITYHOLDERS..................................................................    33

         Section 7.1.      Action by Securityholders.........................................................    33
         Section 7.2.      Proof of Execution by Securityholders.............................................    34
         Section 7.3.      Who Are Deemed Absolute Owners....................................................    34
         Section 7.4.      Debentures Owned by Company Deemed Not Outstanding................................    34
         Section 7.5.      Revocation of Consents; Future Holders Bound......................................    34

ARTICLE VIII. SECURITYHOLDERS' MEETINGS......................................................................    35

         Section 8.1.      Purposes of Meetings..............................................................    35
         Section 8.2.      Call of Meetings by Trustee.......................................................    35
         Section 8.3.      Call of Meetings by Company or Securityholders....................................    35
         Section 8.4.      Qualifications for Voting.........................................................    35
         Section 8.5.      Regulations.......................................................................    36
         Section 8.6.      Voting............................................................................    36
         Section 8.7.      Quorum; Actions...................................................................    36

ARTICLE IX. SUPPLEMENTAL INDENTURES..........................................................................    37

         Section 9.1.      Supplemental Indentures without Consent of Securityholders........................    37
         Section 9.2.      Supplemental Indentures with Consent of Securityholders...........................    38
         Section 9.3.      Effect of Supplemental Indentures.................................................    39
         Section 9.4.      Notation on Debentures............................................................    39
         Section 9.5.      Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee.......    39

ARTICLE X. REDEMPTION OF SECURITIES..........................................................................    39

         Section 10.1.     Optional Redemption...............................................................    39
         Section 10.2.     Special Event Redemption..........................................................    40
         Section 10.3.     Notice of Redemption; Selection of Debentures.....................................    40
         Section 10.4.     Payment of Debentures Called for Redemption.......................................    41

                                       ii

                                                                                                          
ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE...............................................     41

         Section 11.1.     Company May Consolidate, etc., on Certain Terms..................................     41
         Section 11.2.     Successor Entity to be Substituted...............................................     41
         Section 11.3.     Opinion of Counsel to be Given to Trustee........................................     42

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE........................................................     42

         Section 12.1.     Discharge of Indenture...........................................................     42
         Section 12.2.     Deposited Moneys to be Held in Trust by Trustee..................................     43
         Section 12.3.     Paying Agent to Repay Moneys Held................................................     43
         Section 12.4.     Return of Unclaimed Moneys.......................................................     43

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...............................     43

         Section 13.1.     Indenture and Debentures Solely Corporate Obligations............................     43

ARTICLE XIV. MISCELLANEOUS PROVISIONS.......................................................................     43

         Section 14.1.     Successors.......................................................................     43
         Section 14.2.     Official Acts by Successor Entity................................................     43
         Section 14.3.     Surrender of Company Powers......................................................     44
         Section 14.4.     Addresses for Notices, etc.......................................................     44
         Section 14.5.     Governing Law....................................................................     44
         Section 14.6.     Evidence of Compliance with Conditions Precedent.................................     44
         Section 14.7.     Table of Contents, Headings, etc.................................................     44
         Section 14.8.     Execution in Counterparts........................................................     44
         Section 14.9.     Separability.....................................................................     45
         Section 14.10.    Assignment.......................................................................     45
         Section 14.11.    Acknowledgment of Rights.........................................................     45

ARTICLE XV. SUBORDINATION OF DEBENTURES.....................................................................     45

         Section 15.1.     Agreement to Subordinate.........................................................     45
         Section 15.2.     Default on Senior Indebtedness...................................................     45
         Section 15.3.     Liquidation, Dissolution, Bankruptcy.............................................     46
         Section 15.4.     Subrogation......................................................................     47
         Section 15.5.     Trustee to Effectuate Subordination..............................................     47
         Section 15.6.     Notice by the Company............................................................     48
         Section 15.7.     Rights of the Trustee; Holders of Senior Indebtedness............................     48
         Section 15.8.     Subordination May Not Be Impaired................................................     49

Exhibit A         Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture

                                      iii

         THIS INDENTURE, dated as of December 17, 2003, between CVB Financial
Corp., a California corporation (the "Company"), and U.S. Bank National
Association, a national banking association organized under the laws of the
United States of America, as debenture trustee (the "Trustee").

                                   WITNESSETH:

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance of its Fixed/Floating Rate Junior Subordinated
Deferrable Interest Debentures due 2033 (the "Debentures") under this Indenture
to provide, among other things, for the execution and authentication, delivery
and administration thereof, and the Company has duly authorized the execution of
this Indenture; and

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

         NOW, THEREFORE, This Indenture Witnesseth:

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

                                    ARTICLE I.
                                   DEFINITIONS

         SECTION 1.1.      DEFINITIONS. The terms defined in this Section 1.1
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.1. All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted in the United States at the time
of any computation. The words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

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

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

         "Additional Sums" has the meaning set forth in Section 3.6.

                                     A-1-1

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

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

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

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

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

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

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

         "Capital Securities Guarantee" means the guarantee agreement that the
Company enters into with U.S. Bank National Association, as guarantee trustee,
or other Persons that operates directly or indirectly for the benefit of holders
of Capital Securities of the Trust.

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

                                     A-1-2

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

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

         "Company" means CVB Financial Corp., a California corporation, and,
subject to the provisions of Article XI, shall include its successors and
assigns.

         "Comparable Treasury Issue" means with respect to any Special
Redemption Date the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Fixed Rate Period Remaining Life
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the Fixed Rate Period Remaining Life. If no United
States Treasury security has a maturity which is within a period from three
months before to three months after December 17, 2008, the two most closely
corresponding fixed, non-callable United States Treasury securities, as selected
by the Quotation Agent, shall be used as the Comparable Treasury Issue, and the
Treasury Rate shall be interpolated or extrapolated on a straight-line basis,
rounding to the nearest month using such securities.

         "Comparable Treasury Price" means (a) the average of five Reference
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (b) if the
Quotation Agent obtains fewer than five such Reference Treasury Dealer
Quotations, the average of all such Quotations.

         "Coupon Rate" has the meaning set forth in Section 2.8.

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

         "Debenture Register" has the meaning specified in Section 2.5.

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

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

         "Defaulted Interest" has the meaning set forth in Section 2.8.

         "Distribution Period" means the period beginning on (and including) the
date of original issuance and ending on (but excluding) March 17, 2004 and each
successive period beginning on (and including) March 17, 2004, and each
succeeding Interest Payment Date, and ending on (but excluding) the next
succeeding Interest Payment Date.

         "Determination Date" has the meaning set forth in Section 2.10.

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

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

                                     A-1-3

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

         "Fixed Rate Period Remaining Life" means, with respect to any
Debenture, the period from the Special Redemption Date for such Debenture to
December 17, 2008.

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

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

         "Interest Payment Date" means March 17, June 17, September 17 and
December 17 of each year during the term of this Indenture, or if such day is
not a Business Day, then the next succeeding Business Day, commencing with March
17, 2004.

         "Interest Rate" means for the period beginning on (and including) the
date of original issuance and ending on (but excluding) December 17, 2008 the
rate per annum of 6.51% and for each Distribution Period thereafter, the Coupon
Rate.

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

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

         "Maturity Date" means December 17, 2033.

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

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

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

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

                                     A-1-4

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

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

         (c)      Debentures paid pursuant to Section 2.6 or in lieu of or in
substitution for which other Debentures shall have been authenticated and
delivered pursuant to the terms of Section 2.6 unless proof satisfactory to the
Company and the Trustee is presented that any such Debentures are held by bona
fide holders in due course.

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

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

         "Primary Treasury Dealer" means either a nationally recognized primary
United States Government securities dealer or an entity of recognized standing
in matters pertaining to the quotation of treasury securities that is reasonably
acceptable to the Company and the Trustee.

         "Principal Office of the Trustee," or other similar term, means the
office of the Trustee, at which at any particular time its corporate trust
business shall be principally administered, which at the time of the execution
of this Indenture shall be 225 Asylum Street, Goodwin Square, Hartford,
Connecticut 06103.

         "Quotation Agent" means U.S. Bank National Association, or its
designee, and its successors; provided, however, that if the foregoing shall
cease to be a Primary Treasury Dealer, the Company shall substitute therefor
another Primary Treasury Dealer.

         "Redemption Date" has the meaning set forth in Section 10.1.

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

         "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Trustee after consultation with
the Company.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Quotation Agent, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding such Redemption Date.

                                     A-1-5

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

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

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

         "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of the
Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, notes, bonds or other similar instruments issued by the Company;
(ii) all capital lease obligations of the Company; (iii) all obligations of the
Company issued or assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all obligations of the Company
under any title retention agreement; (iv) all obligations of the Company for the
reimbursement of any letter of credit, any banker's acceptance, any security
purchase facility, any repurchase agreement or similar arrangement, any interest
rate swap, any other hedging arrangement, any obligation under options or any
similar credit or other transaction; (v) all obligations of the type referred to
in clauses (i) through (iv) above of other Persons for the payment of which the
Company is responsible or liable as obligor, guarantor or otherwise; and (vi)
all obligations of the type referred to in clauses (i) through (v) above of
other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company), whether incurred on
or prior to the date of this Indenture or thereafter incurred. Notwithstanding
the foregoing, "Senior Indebtedness" shall not include (1) any Additional Junior
Indebtedness, (2) Debentures issued pursuant to this Indenture and guarantees in
respect of such Debentures, (3) trade accounts payable of the Company arising in
the ordinary course of business (such trade accounts payable being pari passu in
right of payment to the Debentures), or (4) obligations with respect to which
(a) in the instrument creating or evidencing the same or pursuant to which the
same is outstanding, it is provided that such obligations are pari passu, junior
or otherwise not superior in right of payment to the Debentures and (b) the
Company, prior to the issuance thereof, has notified (and, if then required
under the applicable guidelines of the regulating entity, has received approval
from) the Federal Reserve (if the Company is a bank holding company) or the OTS
(if the Company is a savings and loan holding company). Senior Indebtedness
shall continue to be Senior Indebtedness and be entitled to the subordination
provisions irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.

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

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

         "Special Redemption Price" means (a) if the Special Redemption Date
occurs before December 17, 2008, the greater of (i) 107.5% of the principal
amount of the Debentures, plus accrued and unpaid interest (including Additional
Interest) on the Debentures to the Special Redemption Date, or (ii) as
determined by the Quotation Agent, (A) the sum of the present values of the
scheduled payments of principal and interest on the Debentures during the Fixed
Rate Period Remaining Life of the Debentures (assuming the Debentures matured on
December 17, 2008) discounted to the Special Redemption Date on

                                     A-1-6

a quarterly basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate, plus (B) accrued and unpaid interest (including Additional
Interest) on the Debentures to such Special Redemption Date, or (b) if the
Special Redemption Date occurs on or after December 17, 2008, 100% of the
principal amount of the Debentures being redeemed, plus accrued and unpaid
interest (including any Additional Interest) on such Debentures to the Special
Redemption Date.

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

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

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

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

         "Treasury Rate" means (i) the yield, under the heading which represents
the average for the week immediately prior to the date of calculation, appearing
in the most recently published statistical release designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Fixed Rate Period Remaining Life (if no maturity
is within three months before or after the Fixed Rate Period Remaining Life,
yields for the two published maturities most closely corresponding to the Fixed
Rate Period Remaining Life shall be determined and the Treasury Rate shall be
interpolated or extrapolated from such yields on a straight-line basis, rounding
to the nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury

                                     A-1-7

Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such Special Redemption Date. The Treasury Rate shall be calculated by the
Quotation Agent on the third Business Day preceding the Special Redemption Date.

         "Trust" shall mean CVB Statutory Trust I, a Connecticut statutory
trust, or any other similar trust created for the purpose of issuing Capital
Securities in connection with the issuance of Debentures under this Indenture,
of which the Company is the sponsor.

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

         "Trustee" means U.S. Bank National Association, and, subject to the
provisions of Article VI hereof, shall also include its successors and assigns
as Trustee hereunder.

                                  ARTICLE II.
                                  DEBENTURES

         SECTION 2.1.      AUTHENTICATION AND DATING. Upon the execution and
delivery of this Indenture, or from time to time thereafter, Debentures in an
aggregate principal amount not in excess of $41,238,000.00 may be executed and
delivered by the Company to the Trustee for authentication, and the Trustee
shall thereupon authenticate and make available for delivery said Debentures to
or upon the written order of the Company, signed by its Chairman of the Board of
Directors, Chief Executive Officer, Vice Chairman, the President, one of its
Managing Directors or one of its Vice Presidents without any further action by
the Company hereunder. In authenticating such Debentures, and accepting the
additional responsibilities under this Indenture in relation to such Debentures,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon:

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

         (b)      an Opinion of Counsel prepared in accordance with Section 14.6
which shall also state:

                           (1)      that such Debentures, when authenticated and
                  delivered by the Trustee and issued by the Company in each
                  case in the manner and subject to any conditions specified in
                  such Opinion of Counsel, will constitute valid and legally
                  binding obligations of the Company, subject to or limited by
                  applicable bankruptcy, insolvency, reorganization,
                  conservatorship, receivership, moratorium and other statutory
                  or decisional laws relating to or affecting creditors' rights
                  or the reorganization of financial institutions (including,
                  without limitation, preference and fraudulent conveyance or
                  transfer laws), heretofore or hereafter enacted or in effect,
                  affecting the rights of creditors generally; and

                           (2)      that all laws and requirements in respect of
                  the execution and delivery by the Company of the Debentures
                  have been complied with and that authentication and delivery
                  of the Debentures by the Trustee will not violate the terms of
                  this Indenture.

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

                                     A-1-8

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

         SECTION 2.2.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Debentures shall be in
substantially the following form:

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

         U.S. BANK NATIONAL ASSOCIATION, as Trustee

         By/s/ Paul D. Allen
           -----------------
         President

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

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

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

         Every Debenture shall be dated the date of its authentication.

         SECTION 2.5.      EXCHANGE AND REGISTRATION OF TRANSFER OF DEBENTURES.
The Company shall cause to be kept, at the office or agency maintained for the
purpose of registration of transfer and for exchange as provided in Section 3.2,
a register (the "Debenture Register") for the Debentures issued hereunder in
which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration and transfer of all Debentures as in this
Article II provided. The Debenture Register

                                     A-1-9

shall be in written form or in any other form capable of being converted into
written form within a reasonable time.

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

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

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

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

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

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

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO
LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A IN ACCORDANCE
WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH

                                     A-1-10

RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH
(A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE
OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

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

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

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

         SECTION 2.6.      MUTILATED, DESTROYED, LOST OR STOLEN DEBENTURES. In
case any Debenture shall become mutilated or be destroyed, lost or stolen, the
Company shall execute, and upon its written request the Trustee shall
authenticate and deliver, a new Debenture bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Debenture, or in
lieu of and in substitution for the Debenture so destroyed, lost or stolen. In
every case the applicant for a substituted Debenture shall

                                     A-1-11

furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Debenture and of the ownership thereof.

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

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

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

         SECTION 2.8.      PAYMENT OF INTEREST AND ADDITIONAL INTEREST. Interest
at the Interest Rate and any Additional Interest on any Debenture that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date for Debentures shall be paid to the Person in whose name said Debenture (or

                                     A-1-12

one or more Predecessor Securities) is registered at the close of business on
the regular record date for such interest installment except that interest and
any Additional Interest payable on the Maturity Date shall be paid to the Person
to whom principal is paid.

         Each Debenture shall bear interest for the period beginning on (and
including) the date of original issuance and ending on (but excluding) December
17, 2008 at a rate per annum of 6.51%, and shall bear interest for each
successive Distribution Period beginning on (and including) December 17, 2008,
and each succeeding Interest Payment Date, and ending on (but excluding) the
next succeeding Interest Payment Date at a rate per annum equal to the 3-Month
LIBOR, determined as described in Section 2.10, plus 2.85% (the "Coupon Rate"),
applied to the principal amount thereof, until the principal thereof becomes due
and payable, and on any overdue principal and to the extent that payment of such
interest is enforceable under applicable law (without duplication) on any
overdue installment of interest (including Additional Interest) at the Interest
Rate in effect for each applicable period compounded quarterly. Interest shall
be payable (subject to any relevant Extension Period) quarterly in arrears on
each Interest Payment Date with the first installment of interest to be paid on
March 17, 2004.

         Any interest on any Debenture, including Additional Interest, that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Company to the Persons in whose names such Debentures (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing at least
25 days prior to the date of the proposed payment of the amount of Defaulted
Interest proposed to be paid on each such Debenture and the date of the proposed
payment, and at the same time the Company shall deposit with the Trustee an
amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee
for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such
Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall not
be more than 15 nor less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Company of such special
record date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed, first class postage prepaid, to each Securityholder
at its address as it appears in the Debenture Register, not less than 10 days
prior to such special record date. Notice of the proposed payment of such
Defaulted Interest and the special record date therefor having been mailed as
aforesaid, such Defaulted Interest shall be paid to the Persons in whose names
such Debentures (or their respective Predecessor Securities) are registered on
such special record date and shall be no longer payable.

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

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

         The term "regular record date" as used in this Section shall mean the
close of business on the 15th calendar day next preceding the applicable
Interest Payment Date.

                                     A-1-13

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

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

         SECTION 2.10.     COMPUTATION OF INTEREST. The amount of interest
payable (i) for any Distribution Period commencing on or after the date of
original issuance but before December 17, 2008 will be computed on the basis of
a 360-day year of twelve 30-day months, and (ii) for the Distribution Period
commencing on December 17, 2008 and each succeeding Distribution Period will be
calculated by applying the Interest Rate to the principal amount outstanding at
the commencement of the Distribution Period on the basis of the actual number of
days in the Distribution Period concerned divided by 360. All percentages
resulting from any calculations on the Debentures will be rounded, if necessary,
to the nearest one hundred-thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
..09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts used
in or resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward)).

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

                  (1)      the rate (expressed as a percentage per annum) for
         U.S. dollar deposits having a three-month maturity that appears on
         Telerate Page 3750 as of 11:00 a.m. (London time) on the related
         Determination Date (as defined below). "Telerate Page 3750" means the
         display designated as "Page 3750" on the Dow Jones Telerate Service or
         such other page as may replace Page 3750 on that service or such other
         service or services as may be nominated by the British Bankers'
         Association as the information vendor for the purpose of displaying
         London interbank offered rates for U.S. dollar deposits;

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

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

                                     A-1-14

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

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

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

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

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

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

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

                                     A-1-15

or pay any dividends or distributions on, or redeem, purchase, acquire, or make
a liquidation payment with respect to, any of the Company's or such Affiliate's
capital stock (other than payments of dividends or distributions to the Company)
or make any guarantee payments with respect to the foregoing or (ii) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Company or any Affiliate that rank pari
passu in all respects with or junior in interest to the Debentures (other than,
with respect to clauses (i) or (ii) above, (a) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period,
(b) as a result of any exchange or conversion of any class or series of the
Company's capital stock (or any capital stock of a subsidiary of the Company)
for any class or series of the Company's capital stock or of any class or series
of the Company's indebtedness for any class or series of the Company's capital
stock, (c) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (d) any declaration of a
dividend in connection with any stockholders' rights plan, or the issuance of
rights, stock or other property under any stockholders' rights plan, or the
redemption or repurchase of rights pursuant thereto, (e) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari passu with
or junior to such stock and any cash payments in lieu of fractional shares
issued in connection therewith, or (f) payments under the Capital Securities
Guarantee). Prior to the termination of any Extension Period, the Company may
further extend such period, provided that such period together with all such
previous and further consecutive extensions thereof shall not exceed 20
consecutive quarterly periods, or extend beyond the Maturity Date. Upon the
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and Additional Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest or
Additional Interest shall be due and payable during an Extension Period, except
at the end thereof, but each installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional Interest
to the extent permitted by applicable law. The Company must give the Trustee
notice of its election to begin or extend an Extension Period at least 5
Business Days prior to the regular record date (as such term is used in Section
2.8) immediately preceding the Interest Payment Date with respect to which
interest on the Debentures would have been payable except for the election to
begin or extend such Extension Period. The Trustee shall give notice of the
Company's election to begin a new Extension Period to the Securityholders.

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

                                     A-1-16

                                  ARTICLE III.
                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 3.1.      PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST; AGREED
TREATMENT OF THE DEBENTURES.

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

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

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

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

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

         In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside Hartford, Connecticut,
where the Debentures may be presented for

                                     A-1-17

registration of transfer and for exchange in the manner provided in this
Indenture, and the Company may from time to time rescind such designation, as
the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in Hartford, Connecticut, for
the purposes above mentioned. The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof.

         SECTION 3.3.      APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE.
The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.9, a Trustee, so that
there shall at all times be a Trustee hereunder.

         SECTION 3.4.      PROVISION AS TO PAYING AGENT.

         (a)      If the Company shall appoint a paying agent other than the
Trustee, it will cause such paying agent to execute and deliver to the Trustee
an instrument in which such agent shall agree with the Trustee, subject to the
provision of this Section 3.4,

                  (1)      that it will hold all sums held by it as such agent
                  for the payment of the principal of and premium, if any, or
                  interest, if any, on the Debentures (whether such sums have
                  been paid to it by the Company or by any other obligor on the
                  Debentures) in trust for the benefit of the holders of the
                  Debentures;

                  (2)      that it will give the Trustee prompt written notice
                  of any failure by the Company (or by any other obligor on the
                  Debentures) to make any payment of the principal of and
                  premium, if any, or interest, if any, on the Debentures when
                  the same shall be due and payable; and

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

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

         Whenever the Company shall have one or more paying agents for the
Debentures, it will, on or prior to each due date of the principal of and
premium, if any, or interest, if any, on the Debentures, deposit with a paying
agent a sum sufficient to pay the principal, premium, interest or other payments
so becoming due, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless such paying agent is the Trustee) the Company shall
promptly notify the Trustee in writing of its action or failure to act.

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

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

                                     A-1-18

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

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

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

         SECTION 3.8.      LIMITATION ON DIVIDENDS. If Debentures are initially
issued to the Trust or a trustee of such Trust in connection with the issuance
of Trust Securities by the Trust (regardless of whether Debentures continue to
be held by such Trust) and (i) there shall have occurred and be continuing an
Event of Default, (ii) the Company shall be in default with respect to its
payment of any obligations under the Capital Securities Guarantee, or (iii) the
Company shall have given notice of its election to defer payments of interest on
the Debentures by extending the interest payment period as provided herein and
such period, or any extension thereof, shall be continuing, then the Company
shall not, and shall not allow any Affiliate of the Company to, (x) declare or
pay any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or its
Affiliates' capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or (y)
make any payment of principal of or interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company or any Affiliate that
rank pari passu in all respects with or junior in interest to the Debentures
(other than, with respect to clauses (x) and (y) above, (1) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary of the Company) for any class or series of the Company's
capital stock or of any class or series of the Company's indebtedness for any
class or series of the Company's capital stock, (3) the

                                     A-1-19

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

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

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

                                  ARTICLE IV.
                       SECURITYHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

         SECTION 4.1.      SECURITYHOLDERS' LISTS. The Company covenants and
agrees that it will furnish or caused to be furnished to the Trustee:

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

         (b)      at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

except that no such lists need be furnished under this Section 4.1 so long as
the Trustee is in possession thereof by reason of its acting as Debenture
registrar.

         SECTION 4.2.      PRESERVATION AND DISCLOSURE OF LISTS.

         (a)      The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of Debentures (1) contained in the most recent list furnished to it as
provided in Section 4.1 or (2) received by it in the capacity of Debentures
registrar

                                     A-1-20

(if so acting) hereunder. The Trustee may destroy any list furnished to it as
provided in Section 4.1 upon receipt of a new list so furnished.

         (b)      In case three or more holders of Debentures (hereinafter
referred to as "applicants") apply in writing to the Trustee and furnish to the
Trustee reasonable proof that each such applicant has owned a Debenture for a
period of at least 6 months preceding the date of such application, and such
application states that the applicants desire to communicate with other holders
of Debentures with respect to their rights under this Indenture or under such
Debentures and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within 5 Business Days after the receipt of such application, at its election,
either:

         (1)      afford such applicants access to the information preserved at
                  the time by the Trustee in accordance with the provisions of
                  subsection (a) of this Section 4.2, or

         (2)      inform such applicants as to the approximate number of holders
                  of Debentures whose names and addresses appear in the
                  information preserved at the time by the Trustee in accordance
                  with the provisions of subsection (a) of this Section 4.2, and
                  as to the approximate cost of mailing to such Securityholders
                  the form of proxy or other communication, if any, specified in
                  such application.

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

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

                                   ARTICLE V.
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            UPON AN EVENT OF DEFAULT

         SECTION 5.1.      EVENTS OF DEFAULT. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or

                                     A-1-21

involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (a)      the Company defaults in the payment of any interest upon any
Debenture when it becomes due and payable, and fails to cure such default for a
period of 30 days; provided, however, that a valid extension of an interest
payment period by the Company in accordance with the terms of this Indenture
shall not constitute a default in the payment of interest for this purpose; or

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

         (c)      the Company defaults in the performance of, or breaches, any
of its covenants or agreements in this Indenture or in the terms of the
Debentures established as contemplated in this Indenture (other than a covenant
or agreement a default in whose performance or whose breach is elsewhere in this
Section specifically dealt with), and continuance of such default or breach for
a period of 60 days after there has been given, by registered or certified mail,
to the Company by the Trustee or to the Company and the Trustee by the holders
of at least 25% in aggregate principal amount of the outstanding Debentures, a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

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

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

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

         If an Event of Default occurs and is continuing with respect to the
Debentures, then, and in each and every such case, unless the principal of the
Debentures shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Debentures
then outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by Securityholders), may declare the entire principal of the
Debentures and the interest accrued thereon, if any, to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable.

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

                                     A-1-22

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

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

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

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Debentures under
Bankruptcy Law, or in case a receiver or trustee shall have been appointed for
the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the
Debentures, or to the creditors or property of the Company or such other
obligor, the Trustee, irrespective of whether the principal of the Debentures
shall then be due and payable as therein expressed or by declaration of
acceleration or otherwise and irrespective of whether the Trustee shall have
made any demand pursuant to the provisions of this Section 5.2, shall be
entitled and empowered, by intervention in such proceedings or otherwise,

         (i)      to file and prove a claim or claims for the whole amount of
                  principal and interest owing and unpaid in respect of the
                  Debentures,

                                     A-1-23

         (ii)     in case of any judicial proceedings, to file such proofs of
                  claim and other papers or documents as may be necessary or
                  advisable in order to have the claims of the Trustee
                  (including any claim for reasonable compensation to the
                  Trustee and each predecessor Trustee, and their respective
                  agents, attorneys and counsel, and for reimbursement of all
                  other amounts due to the Trustee under Section 6.6), and of
                  the Securityholders allowed in such judicial proceedings
                  relative to the Company or any other obligor on the
                  Debentures, or to the creditors or property of the Company or
                  such other obligor, unless prohibited by applicable law and
                  regulations, to vote on behalf of the holders of the
                  Debentures in any election of a trustee or a standby trustee
                  in arrangement, reorganization, liquidation or other
                  bankruptcy or insolvency proceedings or Person performing
                  similar functions in comparable proceedings,

         (iii)    to collect and receive any moneys or other property payable or
                  deliverable on any such claims, and

         (iv)     to distribute the same after the deduction of its charges and
                  expenses.

Any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Securityholders to make such payments to the Trustee,
and, in the event that the Trustee shall consent to the making of such payments
directly to the Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
amounts due to the Trustee under Section 6.6.

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

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

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

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

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

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

                                     A-1-24

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

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

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

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

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

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

                                     A-1-25

         SECTION 5.7.      DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY
MAJORITY OF SECURITYHOLDERS. The holders of a majority in aggregate principal
amount of the Debentures affected (voting as one class) at the time outstanding
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee with respect to such Debentures; provided,
however, that (subject to the provisions of Section 6.1) the Trustee shall have
the right to decline to follow any such direction if the Trustee shall determine
that the action so directed would be unjustly prejudicial to the holders not
taking part in such direction or if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be taken
or if a Responsible Officer of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability.

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

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

         SECTION 5.9.      UNDERTAKING TO PAY COSTS. All parties to this
Indenture agree, and each holder of any Debenture by his acceptance thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; provided, however, that the provisions of
this Section 5.9 shall not apply to any suit instituted by the Trustee, to any
suit instituted by any Securityholder, or group of Securityholders, holding in
the aggregate more than 10% in principal amount of the Debentures outstanding,
or to any suit instituted by any

                                     A-1-26

Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Debenture against the Company on or after
the same shall have become due and payable.

                                  ARTICLE VI.
                             CONCERNING THE TRUSTEE

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

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

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

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

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

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

         (c)      the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith, in accordance with the
direction of the Securityholders pursuant to Section 5.7, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture.

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

                                     A-1-27

         SECTION 6.2.      RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as
otherwise provided in Section 6.1:

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

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

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

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

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

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

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

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

         SECTION 6.3.      NO RESPONSIBILITY FOR RECITALS, ETC. The recitals
contained herein and in the Debentures (except in the certificate of
authentication of the Trustee or the Authenticating Agent) shall be

                                     A-1-28

taken as the statements of the Company, and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same. The Trustee and
the Authenticating Agent make no representations as to the validity or
sufficiency of this Indenture or of the Debentures. The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of any Debentures or the proceeds of any Debentures authenticated and
delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

         SECTION 6.4.      TRUSTEE, AUTHENTICATING AGENT, PAYING AGENTS,
TRANSFER AGENTS OR REGISTRAR MAY OWN DEBENTURES. The Trustee or any
Authenticating Agent or any paying agent or any transfer agent or any Debenture
registrar, in its individual or any other capacity, may become the owner or
pledgee of Debentures with the same rights it would have if it were not Trustee,
Authenticating Agent, paying agent, transfer agent or Debenture registrar.

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

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

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

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

                                     A-1-29

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

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

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

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

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

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

         SECTION 6.9.      RESIGNATION OR REMOVAL OF TRUSTEE

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

                                     A-1-30

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

                  (1)      the Trustee shall fail to comply with the provisions
                  of Section 6.8 after written request therefor by the Company
                  or by any Securityholder who has been a bona fide holder of a
                  Debenture or Debentures for at least 6 months, or

                  (2)      the Trustee shall cease to be eligible in accordance
                  with the provisions of Section 6.8 and shall fail to resign
                  after written request therefor by the Company or by any such
                  Securityholder, or

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

                  then, in any such case, the Company may remove the Trustee and
                  appoint a successor Trustee by written instrument, in
                  duplicate, executed by order of the Board of Directors, one
                  copy of which instrument shall be delivered to the Trustee so
                  removed and one copy to the successor Trustee, or, subject to
                  the provisions of Section 5.9, any Securityholder who has been
                  a bona fide holder of a Debenture or Debentures for at least 6
                  months may, on behalf of himself and all others similarly
                  situated, petition any court of competent jurisdiction for the
                  removal of the Trustee and the appointment of a successor
                  Trustee. Such court may thereupon, after such notice, if any,
                  as it may deem proper and prescribe, remove the Trustee and
                  appoint successor Trustee.

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

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

         SECTION 6.10.     ACCEPTANCE BY SUCCESSOR TRUSTEE. Any successor
Trustee appointed as provided in Section 6.9 shall execute, acknowledge and
deliver to the Company and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to the Debentures of its predecessor
hereunder, with like effect as if originally named as Trustee herein; but,
nevertheless, on the written request of the Company or of the successor Trustee,
the Trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 6.6, execute and deliver an instrument
transferring to such successor Trustee all the rights and powers of the Trustee
so ceasing to act and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee thereunder. Upon
request of any such successor Trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor Trustee all such rights and powers. Any Trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such Trustee to secure any amounts then due it pursuant to the provisions of
Section 6.6.

                                     A-1-31

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

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

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

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

         SECTION 6.11.     SUCCESSION BY MERGER, ETC. Any corporation into which
the Trustee may be merged or converted or with which it may be consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto; provided such
corporation shall be otherwise eligible and qualified under this Article.

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

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

                                     A-1-32

this Section 6.12 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time an Authenticating Agent shall
cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect herein specified in this
Section.

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

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

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

                                  ARTICLE VII.
                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.1.      ACTION BY SECURITYHOLDERS. Whenever in this Indenture
it is provided that the holders of a specified percentage in aggregate principal
amount of the Debentures may take any action (including the making of any demand
or request, the giving of any notice, consent or waiver or the taking of any
other action) the fact that at the time of taking any such action the holders of
such specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of such holders of Debentures voting in favor thereof at any meeting
of such Securityholders duly called and held in accordance with the provisions
of Article VIII, or (c) by a combination of such instrument or instruments and
any such record of such a meeting of such Securityholders or (d) by any other
method the Trustee deems satisfactory.

         If the Company shall solicit from the Securityholders any request,
demand, authorization, direction, notice, consent, waiver or other action or
revocation of the same, the Company may, at its option, as evidenced by an
Officers' Certificate, fix in advance a record date for such Debentures for the
determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action or revocation of the same may be given before or after
the record date, but only the Securityholders of record at the close of business
on the record date shall be deemed to be Securityholders

                                     A-1-33

for the purposes of determining whether Securityholders of the requisite
proportion of outstanding Debentures have authorized or agreed or consented to
such request, demand, authorization, direction, notice, consent, waiver or other
action or revocation of the same, and for that purpose the outstanding
Debentures shall be computed as of the record date; provided, however, that no
such authorization, agreement or consent by such Securityholders on the record
date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than 6 months after the record date.

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

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

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

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

         SECTION 7.5.      REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.1, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Debentures specified in this Indenture in
connection with such action, any holder (in cases where no record date has been
set pursuant to Section 7.1) or any holder as of an applicable record date (in
cases where a record date has been set pursuant to Section 7.1) of a Debenture
(or any Debenture issued in whole or in part in exchange or

                                     A-1-34

substitution therefor) the serial number of which is shown by the evidence to be
included in the Debentures the holders of which have consented to such action
may, by filing written notice with the Trustee at the Principal Office of the
Trustee and upon proof of holding as provided in Section 7.2, revoke such action
so far as concerns such Debenture (or so far as concerns the principal amount
represented by any exchanged or substituted Debenture). Except as aforesaid any
such action taken by the holder of any Debenture shall be conclusive and binding
upon such holder and upon all future holders and owners of such Debenture, and
of any Debenture issued in exchange or substitution therefor or on registration
of transfer thereof, irrespective of whether or not any notation in regard
thereto is made upon such Debenture or any Debenture issued in exchange or
substitution therefor.

                                 ARTICLE VIII.
                            SECURITYHOLDERS' MEETINGS

         SECTION 8.1.      PURPOSES OF MEETINGS. A meeting of Securityholders
may be called at any time and from time to time pursuant to the provisions of
this Article VIII for any of the following purposes:

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

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

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

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

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

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

         SECTION 8.4.      QUALIFICATIONS FOR VOTING. To be entitled to vote at
any meeting of Securityholders a Person shall (a) be a holder of one or more
Debentures with respect to which the meeting is being held or (b) a Person
appointed by an instrument in writing as proxy by a holder of one or more such
Debentures. The only Persons who shall be entitled to be present or to speak at
any meeting of

                                     A-1-35

Securityholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

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

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

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

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

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

         SECTION 8.7.      QUORUM; ACTIONS. The Persons entitled to vote a
majority in principal amount of the Debentures then outstanding shall constitute
a quorum for a meeting of Securityholders; provided, however, that if any action
is to be taken at such meeting with respect to a consent, waiver, request,
demand, notice, authorization, direction or other action which may be given by
the holders of not less than a specified percentage in principal amount of the
Debentures then outstanding, the Persons holding or representing such specified
percentage in principal amount of the Debentures then outstanding will
constitute a quorum. In the absence of a quorum within 30 minutes of the time
appointed for any such

                                     A-1-36

meeting, the meeting shall, if convened at the request of Securityholders, be
dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the permanent chairman of the meeting prior
to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the permanent chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening of
any adjourned meeting shall be given as provided in Section 8.2, except that
such notice need be given only once not less than 5 days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Debentures then outstanding which shall constitute a
quorum.

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

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

                                  ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

         SECTION 9.1.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto, without the consent of the Securityholders, for
one or more of the following purposes:

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

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

         (c)      to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or

                                     A-1-37

questions arising under this Indenture; provided that any such action shall not
materially adversely affect the interests of the holders of the Debentures;

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

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

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

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

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

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

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

                                     A-1-38

Securityholder of each outstanding Debenture is required, such supplemental
indenture shall not be effective until each holder of the Trust Securities shall
have consented to such supplemental indenture.

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

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

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

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

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

         SECTION 9.5.      EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO
BE FURNISHED TO TRUSTEE. The Trustee, subject to the provisions of Sections 6.1
and 6.2, shall, in addition to the documents required by Section 14.6, receive
an Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant hereto complies with the
requirements of this Article IX. The Trustee shall receive an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant to this
Article IX is authorized or permitted by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee under the provisions of this
Article IX to join in the execution thereof.

                                   ARTICLE X.
                            REDEMPTION OF SECURITIES

         SECTION 10.1.     OPTIONAL REDEMPTION. The Company shall have the right
(subject to the receipt by the Company of prior approval (i) if the Company is a
bank holding company, from the Federal Reserve, if then required under
applicable capital guidelines or policies of the Federal Reserve or (ii) if

                                     A-1-39

the Company is a savings and loan holding company, from the OTS, if then
required under applicable capital guidelines or policies of the OTS) to redeem
the Debentures, in whole or in part, but in all cases in a principal amount with
integral multiples of $1,000.00, on any Interest Payment Date on or after
December 17, 2008 (the "Redemption Date"), at the Redemption Price.

         SECTION 10.2.     SPECIAL EVENT REDEMPTION. If a Special Event shall
occur and be continuing, the Company shall have the right (subject to the
receipt by the Company of prior approval (i) if the Company is a bank holding
company, from the Federal Reserve, if then required under applicable capital
guidelines or policies of the Federal Reserve or (ii) if the Company is a
savings and loan holding company, from the OTS, if then required under
applicable capital guidelines or policies of the OTS) to redeem the Debentures
in whole, but not in part, at any Interest Payment Date, within 120 days
following the occurrence of such Special Event (the "Special Redemption Date")
at the Special Redemption Price. If the Special Event redemption occurs prior to
December 17, 2008, the Company shall appoint a Quotation Agent, which initially
shall be U.S. Bank, National Association or its designee, for the purpose of
performing the services contemplated in, or by reference in, the definition of
Special Redemption Price. Any error in the calculation of the Special Redemption
Price by the Quotation Agent or the Trustee may be corrected at any time by
notice delivered to the Company and the holders of the Debentures. Subject to
the corrective rights set forth above, all certificates, communications,
opinions, determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions relating to the
payment and calculation of the Special Redemption Price on the Debentures by the
Trustee or the Quotation Agent, as the case may be, shall (in the absence of
willful default, bad faith or manifest error) be final, conclusive and binding
on the holders of the Debentures and the Company, and no liability shall attach
(except as provided above) to the Trustee or the Quotation Agent in connection
with the exercise or non-exercise by any of them of their respective powers,
duties and discretion.

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

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

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

                                     A-1-40

the Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price.

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

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

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

                                  ARTICLE XI.
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

         SECTION 11.2.     SUCCESSOR ENTITY TO BE SUBSTITUTED. In case of any
such consolidation, merger, sale, conveyance, transfer or other disposition and
upon the assumption by the successor entity, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and premium, if any, and interest on
all of the Debentures and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed or observed by
the Company, such successor entity shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the Company, and
thereupon the predecessor entity shall be relieved of any further liability or
obligation hereunder or upon

                                     A-1-41

the Debentures. Such successor entity thereupon may cause to be signed, and may
issue in its own name, any or all of the Debentures issuable hereunder which
theretofore shall not have been signed by the Company and delivered to the
Trustee or the Authenticating Agent; and, upon the order of such successor
entity instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee or the Authenticating
Agent shall authenticate and deliver any Debentures which previously shall have
been signed and delivered by the officers of the Company, to the Trustee or the
Authenticating Agent for authentication, and any Debentures which such successor
entity thereafter shall cause to be signed and delivered to the Trustee or the
Authenticating Agent for that purpose. All the Debentures so issued shall in all
respects have the same legal rank and benefit under this Indenture as the
Debentures theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Debentures had been issued at the date of the
execution hereof.

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

                                  ARTICLE XII.
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 12.1.     DISCHARGE OF INDENTURE. When

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

         (b)      all the Debentures not theretofore canceled or delivered to
                  the Trustee for cancellation shall have become due and
                  payable, or are by their terms to become due and payable
                  within 1 year or are to be called for redemption within 1 year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption, and the Company shall deposit with
                  the Trustee, in trust, funds, which shall be immediately due
                  and payable, sufficient to pay at maturity or upon redemption
                  all of the Debentures (other than any Debentures which shall
                  have been destroyed, lost or stolen and which shall have been
                  replaced or paid as provided in Section 2.6) not theretofore
                  canceled or delivered to the Trustee for cancellation,
                  including principal and premium, if any, and interest due or
                  to become due to such date of maturity or redemption date, as
                  the case may be, but excluding, however, the amount of any
                  moneys for the payment of principal of, and premium, if any,
                  or interest on the Debentures (1) theretofore repaid to the
                  Company in accordance with the provisions of Section 12.4, or
                  (2) paid to any state or to the District of Columbia pursuant
                  to its unclaimed property or similar laws,

and if in the case of either clause (a) or clause (b) the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect except for the provisions of
Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
survive until such Debentures shall mature and be paid. Thereafter, Sections 6.6
and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by
an Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with, and at the cost and expense
of the Company, shall execute proper instruments acknowledging satisfaction of
and discharging this Indenture. The Company agrees to reimburse the

                                     A-1-42

Trustee for any costs or expenses thereafter reasonably and properly incurred by
the Trustee in connection with this Indenture or the Debentures.

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

         SECTION 12.3.     PAYING AGENT TO REPAY MONEYS HELD. Upon the
satisfaction and discharge of this Indenture all moneys then held by any paying
agent of the Debentures (other than the Trustee) shall, upon demand of the
Company, be repaid to it or paid to the Trustee, and thereupon such paying agent
shall be released from all further liability with respect to such moneys.

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

                                 ARTICLE XIII.
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

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

                                  ARTICLE XIV.
                            MISCELLANEOUS PROVISIONS

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

         SECTION 14.2.     OFFICIAL ACTS BY SUCCESSOR ENTITY. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee,
officer or other authorized Person of any entity that shall at the time be the
lawful successor of the Company.

                                     A-1-43

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

         SECTION 14.4.     ADDRESSES FOR NOTICES, ETC. Any notice, consent,
direction, request, authorization, waiver or demand which by any provision of
this Indenture is required or permitted to be given, made, furnished or served
by the Trustee or by the Securityholders on or to the Company may be given or
served in writing by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed (until another address is filed by
the Company, with the Trustee for the purpose) to the Company, 701 North Haven
Avenue, Suite 350, Ontario, California 91764, Attention: Edward J. Biebrich,
Jr.. Any notice, consent, direction, request, authorization, waiver or demand by
any Securityholder or the Company to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the office of the Trustee, addressed to the Trustee, 225 Asylum Street,
Goodwin Square, Hartford, Connecticut 06103 Attention: Vice President, Corporate
Trust Services Division, with a copy to the Trustee, 1 Federal Street - 3rd
Floor, Boston, Massachusetts 02110, Attention: Paul D. Allen, Corporate Trust
Services Division. Any notice, consent, direction, request, authorization,
waiver or demand on or to any Securityholder shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
address set forth in the Debenture Register.

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

         SECTION 14.6.     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.
Upon any application or demand by the Company to the Trustee to take any action
under any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that in the opinion of the signers all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

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

         SECTION 14.7.     TABLE OF CONTENTS, HEADINGS, ETC. The table of
contents and the titles and headings of the articles and sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

         SECTION 14.8.     EXECUTION IN COUNTERPARTS. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

                                     A-1-44

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

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

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

                                  ARTICLE XV.
                           SUBORDINATION OF DEBENTURES

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

         The payment by the Company of the principal of, and premium, if any,
and interest on all Debentures shall, to the extent and in the manner
hereinafter set forth, be subordinated and junior in right of payment to the
prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter incurred; provided,
however, that the Debentures shall rank pari passu in right of payment with the
Company's Junior Subordinated Debt Securities due January 7, 2034 issued
pursuant to an Indenture dated December 15, 2003 by and between the Company and
Wells Fargo Bank, N.A.

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

         SECTION 15.2.     DEFAULT ON SENIOR INDEBTEDNESS. In the event and
during the continuation of any default by the Company in the payment of
principal, premium, interest or any other payment due on any Senior Indebtedness
of the Company following any grace period, or in the event that the maturity of

                                     A-1-45

any Senior Indebtedness of the Company has been accelerated because of a default
and such acceleration has not been rescinded or canceled and such Senior
Indebtedness has not been paid in full, then, in either case, no payment shall
be made by the Company with respect to the principal (including redemption) of,
or premium, if any, or interest on the Debentures.

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

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

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

         For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is

                                     A-1-46

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

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

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

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

         SECTION 15.5.     TRUSTEE TO EFFECTUATE SUBORDINATION. Each
Securityholder by such Securityholder's acceptance thereof authorizes and
directs the Trustee on such Securityholder's behalf to

                                     A-1-47

take such action as may be necessary or appropriate to effectuate the
subordination provided in this Article XV and appoints the Trustee such
Securityholder's attorney-in-fact for any and all such purposes.

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

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

         SECTION 15.7.     RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR
INDEBTEDNESS. The Trustee in its individual capacity shall be entitled to all
the rights set forth in this Article XV in respect of any Senior Indebtedness at
any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.

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

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

                                     A-1-48

         SECTION 15.8.     SUBORDINATION MAY NOT BE IMPAIRED. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company, or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company,
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof that any such holder may have or otherwise be charged with.

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

                     Signatures appear on the following page

                                     A-1-49

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

                            CVB FINANCIAL CORP.

                            By /s/ Edward J. Biebrich Jr.
                              -------------------------------------------------
                               Edward J. Biebrich Jr.
                               Executive Vice President /Chief Financial Officer

                            U.S. BANK NATIONAL ASSOCIATION, as Trustee

                            By /s/ Paul  D. Allen
                              --------------------------------------------------
                               Paul D. Allen
                               Vice President

                                     A-1-50

                                                                     EXHIBIT 4.7

                                    EXHIBIT A

       FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
                                    DEBENTURE

                           [FORM OF FACE OF SECURITY]

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

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

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

                                      A-1-1

SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE
OR HOLDING. ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN
WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT
EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3)
OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE
OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY
OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO
FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH
THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

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

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

      Fixed/Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                               CVB Financial Corp.

                                December 17, 2003

         CVB Financial Corp., a California corporation (the "Company" which term
includes any successor Person under the Indenture hereinafter referred to), for
value received promises to pay to U.S. Bank National Association, not in its
individual capacity but solely as Institutional Trustee for CVB Statutory Trust
I (the "Holder") or registered assigns, the principal sum of forty-one million
two hundred thirty-eight thousand dollars ($41,238,000.00) on December 17, 2033,
and to pay interest on said principal sum from December 17, 2003, or from the
most recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, quarterly (subject to
deferral as set forth herein) in arrears on March 17, June 17, September 17 and
December 17 of each year (or if such day is not a Business Day, then the next
succeeding Business Day) commencing on March 17, 2004, at an annual rate equal
to 6.51% beginning on (and including) the date of original issuance and ending
on (but excluding) December 17, 2008 and at an annual rate for each successive
Distribution Period beginning on (and including) December 17, 2008, and each
succeeding Interest Payment Date, and ending on (but excluding) the next
succeeding Interest Payment Date, equal to 3-Month LIBOR, determined as
described below, plus 2.85% (the "Coupon Rate"), applied to the principal amount
hereof, until the principal hereof is paid or duly provided for or made
available for payment, and on any overdue principal and (without duplication and
to the extent that payment of such interest is enforceable under applicable law)
on any overdue installment of interest (including Additional Interest) at the
Interest Rate in effect for each applicable period, compounded quarterly, from
the dates such amounts are due until

                                     A-1-2

they are paid or made available for payment. The amount of interest payable (i)
for any Distribution Period commencing on or after the date of original issuance
but before December 17, 2008 will be computed on the basis of a 360-day year of
twelve 30-day months, and (ii) for the Distribution Period commencing on or
after December 17, 2008 and each succeeding Distribution Period will be computed
on the basis of the actual number of days in the Distribution Period concerned
divided by 360. In the event that any date on which interest is payable on this
Debenture is not a Business Day, then a payment of the interest payable on such
date will be made on the next succeeding day which is a Business Day (and
without any interest or other payment in respect of any such delay), except
that, if such Business Day is in the next succeeding calendar year, such payment
shall be made on the immediately preceding Business Day, in each case with the
same force and effect as if made on the date the payment was originally payable.
The interest installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Person in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such interest
installment, which shall be fifteen days prior to the day on which the relevant
Interest Payment Date occurs. Any such interest installment not so punctually
paid or duly provided for shall forthwith cease to be payable to the Holder on
such regular record date and may be paid to the Person in whose name this
Debenture (or one or more Predecessor Securities) is registered at the close of
business on a special record date.

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

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

                                     A-1-3

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

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

         So long as no Event of Default has occurred and is continuing, the
Company shall have the right, from time to time, and without causing an Event of
Default, to defer payments of interest on the Debentures by extending the
interest payment period on the Debentures at any time and from time to time
during the term of the Debentures, for up to 20 consecutive quarterly periods
(each such extended interest payment period, an "Extension Period"), during
which Extension Period no interest (including Additional Interest) shall be due
and payable (except any Additional Sums that may be due and payable). No
Extension Period may end on a date other than an Interest Payment Date. During
an Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest will accrue at an annual rate equal to the
Interest Rate in effect for such Extension Period, compounded quarterly from the
date such interest would have been payable were it not for the Extension Period,
to the extent permitted by law (such interest referred to herein as "Additional
Interest"). At the end of any such Extension Period the Company shall pay all
interest then accrued and unpaid on the Debentures (together with Additional
Interest thereon); provided, however, that no Extension Period may extend beyond
the Maturity Date; provided further, however, that during any such Extension
Period, the Company shall not and shall not permit any Affiliate to engage in
any of the activities or transactions described on the reverse side hereof and
in the Indenture. Prior to the termination of any Extension Period, the Company
may further extend such period, provided that such period together with all such
previous and further consecutive extensions thereof shall not exceed 20
consecutive quarterly periods, or extend beyond the Maturity Date. Upon the
termination of any Extension Period and upon the payment of all accrued and
unpaid interest and Additional Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest or
Additional Interest shall be due and payable during an Extension Period, except
at the end thereof, but each installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional
Interest. The Company must give the Trustee notice of its election to begin or
extend an Extension Period at least 5 Business Days prior to the regular record
date (as such term is used in Section 2.8 of the Indenture) immediately
preceding the Interest Payment Date with respect to which interest on the
Debentures would have been payable except for the election to begin or extend
such Extension Period.

         The indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder hereof, by his or
her acceptance hereof, hereby waives

                                     A-1-4

all notice of the acceptance of the subordination provisions contained herein
and in the Indenture by each holder of Senior Indebtedness, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon
said provisions.

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

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

                                     A-1-5

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

                           CVB Financial Corp.

                           By /s/ Edward J. Biebrich Jr.
                              --------------------------------------------------
                              Edward J. Biebrich Jr.
                              Executive Vice President /Chief Financial Officer

                          CERTIFICATE OF AUTHENTICATION

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

                           U.S. BANK NATIONAL ASSOCIATION, as Trustee

                           By:/s/ Paul  D. Allen
                              -------------------------------------------------
                              Paul D. Allen
                              Vice President

                                     A-1-6

                         [FORM OF REVERSE OF DEBENTURE]

         This Debenture is one of the fixed/floating rate junior subordinated
deferrable interest debentures of the Company, all issued or to be issued under
and pursuant to the Indenture dated as of December 17, 2003 (the "Indenture"),
duly executed and delivered between the Company and the Trustee, to which
Indenture reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Debentures. The Debentures are limited in
aggregate principal amount as specified in the Indenture.

         Upon the occurrence and continuation of a Special Event prior to
December 17, 2008, the Company shall have the right to redeem the Debentures in
whole, but not in part, at any Interest Payment Date, within 120 days following
the occurrence of such Special Event, at the Special Redemption Price.

         In addition, the Company shall have the right to redeem the Debentures,
in whole or in part, but in all cases in a principal amount with integral
multiples of $1,000.00, on any Interest Payment Date on or after December 17,
2008, at the Redemption Price.

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

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

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

         In case an Event of Default shall have occurred and be continuing, upon
demand of the Trustee, the principal of all of the Debentures shall become due
and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.

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

         The Indenture also contains provisions permitting the holders of a
majority in aggregate principal amount of the Debentures at the time outstanding
on behalf of the holders of all of the Debentures to

                                     A-1-7

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

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

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

                                     A-1-8

cash payments in lieu of fractional shares issued in connection therewith, or
(6) payments under the Capital Securities Guarantee).

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

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

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

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

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

                                     A-1-9

                                                                     EXHIBIT 4.8

                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  BY AND AMONG

                         U.S. BANK NATIONAL ASSOCIATION,
                            AS INSTITUTIONAL TRUSTEE,

                              CVB FINANCIAL CORP.,
                                   AS SPONSOR,

                                       AND

                     EDWARD J. BIEBRICH, JR. AND JOHN LANG,
                               AS ADMINISTRATORS,

                          DATED AS OF DECEMBER 17, 2003

                                TABLE OF CONTENTS

                                                                                                                     Page
                                                                                                                     ----
                                                                                                                  
ARTICLE I INTERPRETATION AND DEFINITIONS.........................................................................      1
         Section 1.1.      Definitions...........................................................................      1

ARTICLE II ORGANIZATION..........................................................................................      7
         Section 2.1.      Name..................................................................................      7
         Section 2.2.      Office................................................................................      7
         Section 2.3.      Purpose...............................................................................      7
         Section 2.4.      Authority.............................................................................      8
         Section 2.5.      Title to Property of the Trust........................................................      8
         Section 2.6.      Powers and Duties of the Institutional Trustee and the Administrators.................      8
         Section 2.7.      Prohibition of Actions by the Trust and the Institutional Trustee.....................     11
         Section 2.8.      Powers and Duties of the Institutional Trustee........................................     12
         Section 2.9.      Certain Duties and Responsibilities of the Institutional Trustee and
                           Administrators........................................................................     13
         Section 2.10.     Certain Rights of Institutional Trustee...............................................     14
         Section 2.11.     Execution of Documents................................................................     16
         Section 2.12.     Not Responsible for Recitals or Issuance of Securities................................     17
         Section 2.13.     Duration of Trust.....................................................................     17
         Section 2.14.     Mergers...............................................................................     17

ARTICLE III SPONSOR..............................................................................................     18
         Section 3.1.      Sponsor's Purchase of Common Securities...............................................     18
         Section 3.2.      Responsibilities of the Sponsor.......................................................     18
         Section 3.3.      Expenses..............................................................................     19
         Section 3.4.      Right to Proceed......................................................................     19

ARTICLE IV INSTITUTIONAL TRUSTEE AND ADMINISTRATORS..............................................................     19
         Section 4.1.      Institutional Trustee; Eligibility....................................................     19
         Section 4.2.      Administrators........................................................................     20
         Section 4.3.      Appointment, Removal and Resignation of Institutional Trustee and
                           Administrators........................................................................     20
         Section 4.4.      Institutional Trustee Vacancies.......................................................     21
         Section 4.5.      Effect of Vacancies...................................................................     21
         Section 4.6.      Meetings of the Institutional Trustee and the Administrators..........................     21
         Section 4.7.      Delegation of Power...................................................................     22
         Section 4.8.      Conversion, Consolidation or Succession to Business...................................     22

ARTICLE V DISTRIBUTIONS..........................................................................................     22
         Section 5.1.      Distributions.........................................................................     22

ARTICLE VI ISSUANCE OF SECURITIES................................................................................     23
         Section 6.1.      General Provisions Regarding Securities...............................................     23
         Section 6.2.      Paying Agent, Transfer Agent and Registrar............................................     23
         Section 6.3.      Form and Dating.......................................................................     24
         Section 6.4.      Mutilated, Destroyed, Lost or Stolen Certificates.....................................     24
         Section 6.5.      Temporary Securities..................................................................     24
         Section 6.6.      Cancellation..........................................................................     25

                                       i

                                                                                                                   
         Section 6.7.      Rights of Holders; Waivers of Past Defaults...........................................     25

ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST.................................................................     26
         Section 7.1.      Dissolution and Termination of Trust..................................................     26

ARTICLE VIII TRANSFER OF INTERESTS...............................................................................     27
         Section 8.1.      General...............................................................................     27
         Section 8.2.      Transfer Procedures and Restrictions..................................................     28
         Section 8.3.      Deemed Security Holders...............................................................     30

ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR OTHERS.....................     30
         Section 9.1.      Liability.............................................................................     30
         Section 9.2.      Exculpation...........................................................................     31
         Section 9.3.      Fiduciary Duty........................................................................     31
         Section 9.4.      Indemnification.......................................................................     31
         Section 9.5.      Outside Businesses....................................................................     33
         Section 9.6.      Compensation; Fee.....................................................................     34

ARTICLE X ACCOUNTING.............................................................................................     34
         Section 10.1.     Fiscal Year...........................................................................     34
         Section 10.2.     Certain Accounting Matters............................................................     34
         Section 10.3.     Banking...............................................................................     35
         Section 10.4.     Withholding...........................................................................     35

ARTICLE XI AMENDMENTS AND MEETINGS...............................................................................     35
         Section 11.1.     Amendments............................................................................     35
         Section 11.2.     Meetings of the Holders of Securities; Action by Written Consent......................     36

ARTICLE XII REPRESENTATIONS OF INSTITUTIONAL TRUSTEE.............................................................     38
         Section 12.1.     Representations and Warranties of Institutional Trustee...............................     38

ARTICLE XIII MISCELLANEOUS.......................................................................................     38
         Section 13.1.     Notices...............................................................................     38
         Section 13.2.     Governing Law.........................................................................     39
         Section 13.3.     Intention of the Parties..............................................................     39
         Section 13.4.     Headings..............................................................................     40
         Section 13.5.     Successors and Assigns................................................................     40
         Section 13.6.     Partial Enforceability................................................................     40
         Section 13.7.     Counterparts..........................................................................     40

                          
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

                              CVB STATUTORY TRUST I

                                DECEMBER 17, 2003

         AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of December 17, 2003, by the Institutional Trustee (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 Institutional Trustee, the Administrators and the Sponsor
established CVB Statutory Trust I (the "Trust"), a statutory trust under the
Statutory Trust Act (as defined herein) pursuant to a Declaration of Trust dated
as of December 8, 2003 (the "Original Declaration"), and a Certificate of Trust
filed with the Secretary of State of the State of Connecticut on December 8,
2003, 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 Institutional Trustee, 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 Institutional Trustee declares 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;

         (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

                                        1

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

         "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 Edward J. Biebrich, Jr. and John Lang,
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.

         "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.

         "Business Day" means any day other than Saturday, Sunday or any other
day on which banking institutions in New York City or Hartford, Connecticut 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.

         "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.

                                       2

         "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.

         "Comparable Treasury Issue" has the meaning set forth in paragraph 4(a)
of Annex I.

         "Comparable Treasury Price" has the meaning set forth in paragraph 4(a)
of Annex I.

         "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 225 Asylum Street, Goodwin Square,
Hartford, Connecticut 06103.

         "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 CVB Financial Corp., a California corporation,
in its capacity as issuer of the Debentures under the Indenture.

         "Debenture Trustee" means U.S. Bank National Association, as trustee
under the Indenture until a successor is appointed thereunder, and thereafter
means such successor trustee.

         "Debentures" means the Fixed/Floating Rate Junior Subordinated
Deferrable Interest Debentures due 2033 to be issued by the Debenture Issuer
under the Indenture.

         "Defaulted Interest" has the meaning set forth in the Indenture.

         "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 the period beginning on (and including) the
date of original issuance and ending on (but excluding) March 17, 2004 and each
successive period beginning on (and including) March 17, 2004, and each
succeeding Distribution Payment Date, and ending on (but excluding) the next
succeeding Distribution Payment Date.

         "Distribution Rate" means, for the period beginning on (and including)
the date of original issuance and ending on (but excluding) December 17, 2008,
the rate per annum of 6.51%, and for the period beginning on (and including)
December 17, 2008 and thereafter, the Coupon Rate.

                                       3

         "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.

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

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

         "Fiduciary Indemnified Person" shall mean the Institutional Trustee,
any Affiliate of the Institutional Trustee and any officers, directors,
shareholders, members, partners, employees, representatives, custodians,
nominees or agents of the Institutional Trustee.

         "Fiscal Year" has the meaning set forth in Section 10.1.

         "Fixed Rate Period Remaining Life" has the meaning set forth in
paragraph 4(a) of Annex I.

         "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 4.1.

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

                                       4

         "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.

         "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.

         "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.

         "Primary Treasury Dealer" has the meaning set forth in paragraph 4(a)
of Annex I.

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

                                       5

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

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

         "Quotation Agent" has the meaning set forth in paragraph 4(a) of Annex
I.

         "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.

         "Reference Treasury Dealer" has the meaning set forth in paragraph 4(a)
of Annex I.

         "Reference Treasury Dealer Quotations" has the meaning set forth in
paragraph 4(a) of Annex I.

         "Registrar" has the meaning set forth in Section 6.2.

         "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 CVB Financial Corp., 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 615 of Title 34 of the Connecticut
General Statutes, Sections 500, et seq. as may be amended from time to time.

         "Successor Entity" has the meaning set forth in Section 2.14(b).

         "Successor Institutional Trustee" has the meaning set forth in Section
4.3(a).

                                       6

         "Successor Securities" has the meaning set forth in Section 2.14(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.

         "Treasury Rate" has the meaning set forth in paragraph 4(a) of Annex I.

         "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.

         "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 "CVB Statutory Trust I," 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 U.S. Bank National Association, 225 Asylum Street, Goodwin Square,
Hartford, Connecticut 06103. 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.

                                       7

         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 the
Institutional Trustee in accordance with its powers shall constitute the act of
and serve to bind the Trust. In dealing with the Institutional Trustee acting on
behalf of the Trust, no Person shall be required to inquire into the authority
of the Institutional Trustee to bind the Trust. Persons dealing with the Trust
are entitled to rely conclusively on the power and authority of the
Institutional Trustee 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.

         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 INSTITUTIONAL TRUSTEE AND THE
ADMINISTRATORS.

         (a) The Institutional Trustee 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 Institutional Trustee 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
Institutional Trustee 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;

                                       8

                           (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);

                           (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 Institutional Trustee 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
                  Connecticut;

                           (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

                                       9

                           (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 Connecticut and of each
                  other jurisdiction in which such existence is necessary to
                  protect the limited liability of the Holders of the Capital
                  Securities or to enable the Trust to effect the purposes for
                  which the Trust was created.

                  (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 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
Institutional Trustee 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 Institutional Trustee
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.

                                       10

         (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.

         (e) All expenses incurred by the Administrators or the Institutional
Trustee pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the
Institutional Trustee and the Administrators shall have no obligations with
respect to such expenses.

         (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;

                                       11

                  (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 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 4.3. 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.

         (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

                                       12

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.

         (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 4.3.

         (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 INSTITUTIONAL
TRUSTEE 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 6.7), 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 Institutional Trustee and
the Administrators shall be as provided by this Declaration. Notwithstanding the
foregoing, no provision of this Declaration shall require the Institutional
Trustee or Administrators 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
Institutional Trustee or Administrators shall be subject to the provisions of
this Article. Nothing in this Declaration shall be construed to relieve an
Administrator or the Institutional Trustee from liability for its own negligent
act, its own negligent failure to act, or its own willful

                                       13

misconduct. To the extent that, at law or in equity, the Institutional Trustee
or an Administrator has duties and liabilities relating to the Trust or to the
Holders, the Institutional Trustee or such Administrator shall not be liable to
the Trust or to any Holder for the Institutional 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 Institutional 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
Institutional Trustee.

         (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 Property to the extent legally available for
distribution to it as herein provided and that the Institutional Trustee 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 Institutional Trustee
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:

                                       14

         (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
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 6.7), 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

                                       15

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
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. 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 Institutional Trustee or the Administrators, as the
case may be, have the power and authority to execute pursuant to Section 2.6.

                                       16

         SECTION 2.12. 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 Institutional Trustee does not assume any
responsibility for their correctness. The Institutional Trustee makes no
representations as to the value or condition of the property of the Trust or any
part thereof. The Institutional Trustee makes no representations as to the
validity or sufficiency of this Declaration, the Debentures or the Securities.

         SECTION 2.13. 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 2.14. 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 2.14(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:

                                       17

                           (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

                           (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 2.14(b) to
         such transaction have been satisfied.

         (c) Notwithstanding Section 2.14(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 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; 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.

                                       18

         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;

         (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 Institutional Trustee pursuant to the services
to be provided by the Institutional Trustee under this Declaration or the fees
and expenses of the Institutional Trustee's 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 INSTITUTIONAL TRUSTEE; ELIGIBILITY.

         (a) There shall at all times be one Institutional 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

                                       19

         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
         4.1(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 4.1(a), the Institutional Trustee shall immediately
resign in the manner and with the effect set forth in Section 4.3(a).

         (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 U.S. Bank National
Association.

         SECTION 4.2 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 Edward J. Biebrich, Jr. and John Lang. 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 4.3 APPOINTMENT, REMOVAL AND RESIGNATION OF INSTITUTIONAL
TRUSTEE AND ADMINISTRATORS.

         (a) Notwithstanding anything to the contrary in this Declaration, no
resignation or removal of the Institutional Trustee and no appointment of a
Successor Institutional Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the Successor Institutional Trustee in
accordance with the applicable requirements of this Section 4.3.

         Subject to the immediately preceding paragraph, the Institutional
Trustee may resign at any time by giving written notice thereof to the Holders
of the Securities and by appointing a Successor Institutional Trustee. Upon the
resignation of the Institutional Trustee, the Institutional Trustee shall
appoint a successor by requesting from at least three Persons meeting the
eligibility requirements, its 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
Institutional Trustee required by this Section 4.3 shall not have been delivered
to the Institutional Trustee within 60 days after the giving of such notice of
resignation or delivery of the instrument of removal, the Institutional 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
Institutional Trustee. Such court may thereupon, after prescribing such notice,
if any, as it may deem proper, appoint a Successor Institutional Trustee. The
Institutional Trustee shall have no liability for the selection of such
successor pursuant to this Section 4.3.

         The Institutional Trustee may be removed by the act of the Holders of a
Majority in liquidation amount of the Capital Securities, delivered to the
Institutional Trustee (in its individual capacity and on behalf of the Trust) if
an Event of Default shall have occurred and be continuing. If the Institutional
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 Institutional Trustee, shall

                                       20

promptly appoint a Successor Institutional Trustee, and such Successor
Institutional Trustee shall comply with the applicable requirements of this
Section 4.3. If no Successor Institutional 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 4.3, within 30 days
after delivery of an instrument of removal, any Holder who has been a Holder of
the Securities for at least 6 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 the Successor Institutional
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Institutional Trustee.

         The Institutional Trustee shall give notice of its resignation and
removal and each appointment of a Successor Institutional Trustee to all Holders
in the manner provided in Section 13.1(d) and shall give notice to the Sponsor.
Each notice shall include the name of the Successor Institutional Trustee and
the address of its Corporate Trust Office.

         (b) In case of the appointment hereunder of a Successor Institutional
Trustee, the retiring Institutional Trustee and the Successor Institutional
Trustee shall execute and deliver an amendment hereto wherein the Successor
Institutional Trustee shall accept such appointment and which (i) shall contain
such provisions as shall be necessary or desirable to transfer and confirm to,
and to vest in, the Successor Institutional Trustee all the rights, powers,
trusts and duties of the retiring Institutional Trustee with respect to the
Securities and the Trust and (ii) 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 than one Institutional Trustee, it being
understood that nothing herein or in such amendment shall constitute such
Institutional Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Institutional Trustee shall
become effective to the extent provided therein and each Successor Institutional
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Institutional Trustee;
but, on request of the Trust or any Successor Institutional Trustee such
retiring Institutional Trustee shall duly assign, transfer and deliver to such
Successor Institutional Trustee all Trust Property, all proceeds thereof and
money held by such retiring Institutional Trustee hereunder with respect to the
Securities and the Trust.

         (c) No Institutional Trustee shall be liable for the acts or omissions
to act of any Successor Institutional Trustee.

         (d) 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 Holder of the Common Securities.

         SECTION 4.4 INSTITUTIONAL TRUSTEE VACANCIES. If the Institutional
Trustee ceases to hold office for any reason a vacancy shall occur. A resolution
certifying the existence of such vacancy by the Institutional Trustee shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a trustee appointed in accordance with Section 4.3.

         SECTION 4.5 EFFECT OF VACANCIES. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of the Institutional Trustee shall not operate to dissolve,
terminate or annul the Trust or terminate this Declaration.

         SECTION 4.6 MEETINGS OF THE INSTITUTIONAL TRUSTEE 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 Institutional

                                       21

Trustee 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 Institutional Trustee 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 the Institutional
Trustee or an Administrator, as the case may be, at a meeting shall constitute a
waiver of notice of such meeting except where the Institutional 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 Institutional Trustee or the Administrators, as
the case may be, may be taken at a meeting by vote of the Institutional Trustee
or a majority vote of 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
Institutional Trustee or the Administrators. Meetings of the Institutional
Trustee and the Administrators together shall be held from time to time upon the
call of the Institutional Trustee or an Administrator.

         SECTION 4.7 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 4.8 CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any
Person into which the Institutional 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 shall be a party,
or any Person succeeding to all or substantially all the corporate trust
business of the Institutional Trustee shall be the successor of the
Institutional Trustee hereunder, provided such Person shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

                                   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.

                                       22

                                   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.

         (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 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.

         (d) 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.

         (e) 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 Hartford, Connecticut, 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

                                       23

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 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 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. 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 6.4, 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 6.5 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.

                                       24

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 6.6. 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 6.7. 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 Indenture Event of Default, the Debenture Trustee fails or the holders of not
less than 25% in principal amount of the 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.

                                       25

         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 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 6.7.

                           (c) Except as otherwise provided in paragraphs (a)
and (b) of this Section 6.7, 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 17, 2038, 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

                                       26

         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 the Institutional Trustee 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 Connecticut.

         (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, 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.

                                       27

         (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 6.6. 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 15 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.

         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 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:

                  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

                                       28

         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 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

                                       29

         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 Institutional Trustee, 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 Institutional
Trustee, 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.

         (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 Connecticut.

                                       30

         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 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

                                       31

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
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

                                       32

such Indemnified Person deliberately breached his duty to the Trust or its
Common or Capital Security Holders.

         (f) The Institutional Trustee, at the sole cost and expense of the
Sponsor, retains the right to representation by counsel of its own choosing in
any action, suit or any other proceeding for which it is indemnified under
paragraphs (a) and (b) of this Section 9.4, without affecting its 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 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 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
character that, if presented to the Trust, could be taken by the Trust, and any
Covered Person, the Sponsor 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 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.

                                       33

         SECTION 9.6. COMPENSATION; FEE. The Sponsor agrees:

         (a) to pay to the Institutional Trustee from time to time such
compensation for all services rendered by it 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
Institutional Trustee upon request for all reasonable expenses, disbursements
and advances incurred or made by the Institutional Trustee 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.

         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
the Institutional Trustee.

         No Institutional 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 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.

                                       34

         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 by the Institutional 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

                           (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

                                       35

                           (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 the Institutional Trustee 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
         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

                                       36

         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 Connecticut relating to proxies, and judicial interpretations
         thereunder, as if the Trust were a Connecticut corporation and the
         Holders of the Securities were stockholders of a Connecticut
         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

                  (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).

                                       37

                                  ARTICLE XII

                    REPRESENTATIONS OF INSTITUTIONAL 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 national banking association with
trust powers, duly organized and validly existing under the laws of the United
States of America 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.

                                  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):

                  CVB Statutory Trust I
                  c/o CVB Financial Corp.
                  701 North Haven Avenue, Suite 350
                  Ontario, California  91764
                  Attention:  Edward J. Biebrich, Jr.
                  Telecopy:  909-481-2120

         (b) 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):

                                       38

                  U.S. Bank National Association
                  225 Asylum Street, Goodwin Square
                  Hartford, Connecticut  06103
                  Attention:  Vice President, Corporate Trust Services Division
                  Telecopy:  860-241-6889

                  With a copy to:

                  U.S. Bank National Association
                  1 Federal Street - 3rd Floor
                  Boston, Massachusetts  02110
                  Attention:  Paul D. Allen, Corporate Trust Services Division
                  Telecopy:  617-603-6665

         (c) 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):

                  CVB Financial Corp.
                  701 North Haven Avenue, Suite 350
                  Ontario, California  91764
                  Attention:  Edward J. Biebrich, Jr.
                  Telecopy:  909-481-2120

         (d) 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 Connecticut and all rights and remedies shall be governed by
such laws without regard to the principles of conflict of laws of the State of
Connecticut or any other jurisdiction that would call for the application of the
law of any jurisdiction other than the State of Connecticut; provided, however,
that there shall not be applicable to the Trust, the Institutional Trustee or
this Declaration any provision of the laws (statutory or common) of the State of
Connecticut 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.

                                       39

         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 Institutional Trustee shall bind and
inure to the benefit of their respective successors and assigns, whether or not
so expressed.

         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 Institutional Trustee 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

                                       40

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

                                             U.S. BANK NATIONAL ASSOCIATION, as
                                             Institutional Trustee

                                             By./s/ Paul D. Allen
                                                ----------------------------
                                               Paul D. Allen
                                               Vice President

                                             CVB FINANCIAL CORP., as Sponsor

                                             By:/s/ Edward J. Biebrich Jr.
                                                ---------------------------
                                             Edward J. Biebrich Jr.
                                             Executive Vice President/Chief
                                             Financial Officer

                                             CVB STATUTORY TRUST I

                                             By:/s/ Edward J. Biebrich Jr.
                                               ---------------------------
                                             Edward J. Biebrich Jr.
                                             Administrator

                                             By:/s/John P. Lang
                                                ----------------------------
                                             Administrator

                                       41

                                     ANNEX I

                               TERMS OF SECURITIES

         Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of December 17, 2003 (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) 40,000 Fixed/Floating Rate Capital Securities of CVB
Statutory Trust I (the "Trust"), with an aggregate stated liquidation amount
with respect to the assets of the Trust of forty million dollars
($40,000,000.00) 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) 1,238 Fixed/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
period beginning on (and including) the date of original issuance and ending on
(but excluding) December 17, 2008 at a rate per annum of 6.51% and shall bear
interest for each successive Distribution Period beginning on (and including)
December 17, 2008, 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 2.85% (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 (i) for any
Distribution Period commencing on or after the date of original issuance but
before December 17, 2008 will be computed on the basis of a 360-day year of
twelve 30-day months, and (ii) for the Distribution Period commencing on
December 17, 2008 and each succeeding Distribution Period will be calculated by
applying the Distribution Rate to the stated liquidation amount outstanding at
the commencement of the Distribution Period on the basis of the actual number of
days in the Distribution Period concerned divided by 360. All percentages
resulting from any calculations on the 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 17, June 17, September 17 and December 17 of each year, or if
such

                                      C-1

day is not a Business Day, then the next succeeding Business Day, commencing on
March 17, 2004 (each a "Distribution Payment Date") 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 Indenture Event of Default
has occurred and is continuing, by deferring the payment of interest 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
(except any Additional Sums (as defined in the Indenture) that may 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"). 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 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, or (f) 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
to the extent permitted by applicable law. During any Extension Period,
Distributions on the 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

                                      C-2

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 15 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. If any
date on which Distributions are payable on the Securities is not a Business Day,
then payment of the Distribution payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on such payment date.

                  (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 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

                                      C-3

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 17, 2033. The
Debentures may be redeemed by the Debenture Issuer, in whole or in part, at any
Distribution Payment Date on or after December 17, 2008, 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. The Sponsor shall appoint a Quotation Agent, which initially
shall be U.S. Bank National Association, for the purpose of performing the
services contemplated in or by reference in, the definition of Special
Redemption Price. Any error in the calculation of the Special Redemption Price
by the Quotation Agent or the Debenture Trustee may be corrected at any time by
notice delivered to the Sponsor and the holders of the Capital Securities.
Subject to the corrective rights set forth above, all certificates,
communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of the provisions relating
to the payment and calculation of the Special Redemption Price on the Debentures
or the Capital Securities by the Debenture Trustee, the Quotation Agent or the
Institutional Trustee, as the case may be, shall (in the absence of willful
default, bad faith or manifest error) be final, conclusive and binding on the
holders of the Debentures and the Capital Securities, the Trust and the Sponsor,
and no liability shall attach (except as provided above) to the Debenture
Trustee, the Quotation

                                      C-4

Agent or the Institutional Trustee in connection with the exercise or
non-exercise by any of them of their respective powers, duties and discretion.

         "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 Telerate
         Page 3750 as of 11:00 a.m. (London time) on the related Determination
         Date (as defined below). "Telerate Page 3750" means the display
         designated as "Page 3750" on the Dow Jones Telerate Service or such
         other page as may replace Page 3750 on that service or such other
         service or services as may be nominated by the British Bankers'
         Association as the information vendor for the purpose of displaying
         London interbank offered rates for U.S. dollar deposits;

                  (2) if such rate cannot be identified on the related
         Determination Date, the 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 Telerate Page 3750 as of 11:00 a.m. (London time) on the
related Determination Date is superseded on the Telerate Page 3750 by a
corrected rate by 12:00 noon (London time) on such Determination Date, then the
corrected rate as so substituted on the applicable page will be the applicable
3-Month LIBOR for such Determination Date.

         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, 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

                                      C-5

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.

         "Comparable Treasury Issue" means with respect to any Special
Redemption Date the United States Treasury security selected by the Quotation
Agent as having a maturity comparable to the Fixed Rate Period Remaining Life
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the Fixed Rate Period Remaining Life. If no United
States Treasury security has a maturity which is within a period from 3 months
before to 3 months after December 17, 2008, the two most closely corresponding
United States Treasury securities as selected by the Quotation Agent shall be
used as the Comparable Treasury Issue, and the Treasury Rate shall be
interpolated and extrapolated on a straight-line basis, rounding to the nearest
month using such securities.

         "Comparable Treasury Price" means (a) the average of 5 Reference
Treasury Dealer Quotations for such Special Redemption Date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (b) if the
Quotation Agent obtains fewer than 5 such Reference Treasury Dealer Quotations,
the average of all such Quotations.

         "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.

         "Fixed Rate Period Remaining Life" means, with respect to any
Debenture, the period from the Special Redemption Date for such Debenture to
December 17, 2008.

         "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 17, 2033.

         "Primary Treasury Dealer" shall mean either a nationally recognized
primary United States Government securities dealer or an entity of recognized
standing in matters pertaining to the quotation of treasury securities that is
reasonably acceptable to the Sponsor and the Institutional Trustee.

         "Quotation Agent" means U.S. Bank National Association, or its
designee, and its successors; provided, however, that if the foregoing shall
cease to be a Primary Treasury Dealer, the Sponsor shall substitute therefor
another Primary Treasury Dealer.

         "Redemption Date" shall mean the date fixed for the redemption of
Capital Securities, which shall be any March 17, June 17, September 17 or
December 17 commencing December 17, 2008.

                                      C-6

          "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.

          "Reference Treasury Dealer" means (i) the Quotation Agent and (ii) any
other Primary Treasury Dealer selected by the Debenture Trustee after
consultation with the Debenture Issuer.

         "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Special Redemption Date, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Debenture Trustee by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day
preceding such Special 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 any March 17, June 17, September 17 or
December 17.

         "Special Redemption Price" means (a) if the Special Redemption Date
occurs before December 17, 2008, the greater of (i) 107.5% of the principal
amount of the Debentures, plus accrued and unpaid Interest on the Debentures to
the Special Redemption Date, or (ii) as determined by the Quotation Agent, (A)
the sum of the present values of the scheduled payments of principal and
Interest on the Debentures during the Fixed Rate Period Remaining Life of the
Debentures (assuming the Debentures matured on December 17, 2008) discounted to
the Special Redemption Date on a quarterly basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, plus (B) accrued and
unpaid Interest on the Debentures to such Special Redemption Date, or (b) if the
Special Redemption Date occurs on or after December 17, 2008, 100% of the
principal amount of the Debentures being redeemed, plus 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.

         "Treasury Rate" means (i) the yield, under the heading which represents
the average for the week immediately prior to the date of calculation, appearing
in the most recently published statistical release designated H.15 (519) or any
successor publication which is published weekly by the Federal Reserve and which
establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Fixed Rate Period Remaining Life (if no maturity
is within three months before or after the Fixed Rate Period Remaining Life,
yields for the two published maturities most closely corresponding to the Fixed
Rate Period Remaining

                                      C-7

Life shall be determined and the Treasury Rate shall be interpolated or
extrapolated from such yields on a straight-line basis, rounding to the nearest
month) or (ii) if such release (or any successor release) is not published
during the week preceding the calculation date or does not contain such yields,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Special Redemption Date. The Treasury Rate
shall be calculated by the Quotation Agent on the third Business Day preceding
the Special Redemption Date.

                  (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.

                  (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

                                      C-8

         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 15 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.

                           (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

                                      C-9

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.

         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

                                      C-10

Declaration, Holders of Capital Securities have the right to vote to appoint,
remove or replace the Institutional 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 6.7 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, 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 under the Declaration to the
fullest extent permitted by law, 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.

                                      C-11

         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
Institutional Trustee, 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 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

                                      C-12

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.

         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.

                                      C-13

                                                                     Exhibit 4.9

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

         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 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

                                      A-1-1

                                                                     Exhibit 4.9

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                  40,000 Capital Securities

                                December 17, 2003

          Certificate Evidencing Fixed/Floating Rate Capital Securities

                                       of

                              CVB Statutory Trust I

               (liquidation amount $1,000.00 per Capital Security)

         CVB Statutory Trust I, a statutory trust created under the laws of the
State of Connecticut (the "Trust"), hereby certifies that Hare & Co. (the
"Holder"), as the nominee of The Bank of New York, indenture trustee under the
Indenture dated as of December 17, 2003 among Preferred Term Securities XII,
Ltd., Preferred Term Securities XII, Inc. and The Bank of New York, 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 December
17, 2003, among Edward J. Biebrich, Jr. and John Lang, as Administrators, U.S.
Bank National Association, as Institutional Trustee, CVB Financial Corp., 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.

                                      A-1-2

                                                                     Exhibit 4.9

         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 Connecticut, without regard to principles of conflict
of laws.

                       Signatures appear on following page

                                     A-1-3

                                                                     Exhibit 4.9

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

                                                 CVB STATUTORY TRUST I

                                                 By:/s/ Edward J. Biebrich Jr.
                                                   ---------------------------
                                                 Edward J. Biebrich Jr.
                                                 Administrator

                          CERTIFICATE OF AUTHENTICATION

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

                                                 U.S. BANK NATIONAL ASSOCIATION,
                                                 as the Institutional Trustee

                                                 By./s/ Paul D. Allen
                                                 --------------------
                                                   Paul D. Allen
                                                   Vice President

                                     A-1-4

                                                                     Exhibit 4.9

                      [FORM OF REVERSE OF CAPITAL SECURITY]

         Distributions payable on each Capital Security will be payable at an
annual rate equal to 6.51% beginning on (and including) the date of original
issuance and ending on (but excluding) December 17, 2008 and at an annual rate
for each successive Distribution Period beginning on (and including) December
17, 2008, and each succeeding Distribution Payment Date, and ending on (but
excluding) the next succeeding Distribution Payment Date, equal to 3-Month
LIBOR, determined as described below, plus 2.85% (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 (i) for any Distribution Period commencing on or after the date of
original issuance but before December 17, 2008 will be computed on the basis of
a 360-day year of twelve 30-day months, and (ii) for the Distribution Period
commencing on December 17, 2008 and each succeeding Distribution Period will be
calculated by applying the Distribution Rate to the stated liquidation amount
outstanding at the commencement of the Distribution Period on the basis of the
actual number of days in the Distribution Period concerned divided by 360.

         "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 Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination Date ("Telerate Page 3750" means the display designated as "Page
3750" on the Dow Jones Telerate Service or such other page as may replace Page
3750 on that service or such other service or services as may be nominated by
the British Bankers' Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollar deposits); (ii) if
such rate cannot be identified on the related Determination Date, the 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 Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date is superseded on the
Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
Determination Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.

         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

                                     A-1-5

                                                                     Exhibit 4.9

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)).

         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 17, June 17, September 17 and
December 17 of each year (or if such day is not a Business Day, then the next
succeeding Business Day), commencing on March 17, 2004. The Debenture Issuer has
the right under the Indenture to defer payments of interest on the Debentures,
so long as no Indenture Event of Default has occurred and is continuing, by
extending the interest payment period 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-1-6

                                                                     Exhibit 4.9

                                   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-1-7

                                                                    Exhibit 4.10

                                   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                  1,238 Common Securities

                                December 17, 2003

          Certificate Evidencing Fixed/Floating Rate Common Securities

                                       of

                              CVB Statutory Trust I

         CVB Statutory Trust I, a statutory trust created under the laws of the
State of Connecticut (the "Trust"), hereby certifies that CVB Financial Corp.
(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 December 17, 2003, among Edward J. Biebrich, Jr. and John
Lang, as Administrators, U.S. Bank National Association, as Institutional
Trustee, CVB Financial Corp., 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 Connecticut, without regard to principles of conflict
of laws.

                                     A-2-1

                                                                    Exhibit 4.10

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

                                                 CVB STATUTORY TRUST I

                                                 By:/s/ Edward J. Biebrich Jr.
                                                   ---------------------------
                                                 Edward J. Biebrich Jr.
                                                 Administrator

                                     A-2-2

                                                                    Exhibit 4.10

                      [FORM OF REVERSE OF COMMON SECURITY]

         Distributions payable on each Common Security will be payable at an
annual rate equal to 6.51% beginning on (and including) the date of original
issuance and ending on (but excluding) December 17, 2008 and at an annual rate
for each successive Distribution Period beginning on (and including) December
17, 2008, and each succeeding Distribution Payment Date, and ending on (but
excluding) the next succeeding Distribution Payment Date, equal to 3-Month
LIBOR, determined as described below, plus 2.85% (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 (i) for any Distribution Period commencing on or after the date of
original issuance but before December 17, 2008 will be computed on the basis of
a 360-day year of twelve 30-day months, and (ii) for the Distribution Period
commencing on December 17, 2008 and each succeeding Distribution Period will be
calculated by applying the Distribution Rate to the stated liquidation amount
outstanding at the commencement of the Distribution Period on the basis of the
actual number of days in the Distribution Period concerned divided by 360.

         "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 Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination Date ("Telerate Page 3750" means the display designated as "Page
3750" on the Dow Jones Telerate Service or such other page as may replace Page
3750 on that service or such other service or services as may be nominated by
the British Bankers' Association as the information vendor for the purpose of
displaying London interbank offered rates for U.S. dollar deposits); (ii) if
such rate cannot be identified on the related Determination Date, the 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 Telerate Page 3750 as of 11:00
a.m. (London time) on the related Determination Date is superseded on the
Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such
Determination Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.

         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

                                     A-2-3

                                                                    Exhibit 4.10

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)).

         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 17, June 17, September 17 and
December 17 of each year (or if such day is not a Business Day, then the next
succeeding Business Day), commencing on March 17, 2004. The Debenture Issuer has
the right under the Indenture to defer payments of interest on the Debentures,
so long as no Indenture Event of Default has occurred and is continuing, by
extending the interest payment period 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

                                                                    Exhibit 4.10

                                   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(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-2-5

                                    EXHIBIT B

                          SPECIMEN OF INITIAL DEBENTURE

                              (See Document No. 16)

                                      B-1

                                    EXHIBIT C

                               PLACEMENT AGREEMENT

                              (See Document No. 1)

                                      C-1

                                                                    EXHIBIT 4.11

                               GUARANTEE AGREEMENT

                                 BY AND BETWEEN

                               CVB FINANCIAL CORP.

                                       AND

                         U. S. BANK NATIONAL ASSOCIATION

                          DATED AS OF DECEMBER 17, 2003

                               GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT (this "Guarantee"), dated as of December 17,
2003, is executed and delivered by CVB Financial Corp., a California corporation
(the "Guarantor"), and U. S. Bank National Association, a national banking
association, organized under the laws of the United States of America, as
trustee (the "Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Capital Securities (as defined herein) of CVB
Statutory Trust I, a Connecticut statutory trust (the "Issuer").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of the date hereof among U. S. Bank National
Association, not in its individual capacity but solely as institutional trustee,
the administrators of the Issuer named therein, the Guarantor, as sponsor, and
the holders from time to time of undivided beneficial interests in the assets of
the Issuer, the Issuer is issuing on the date hereof those undivided beneficial
interests, having an aggregate liquidation amount of $40,000,000.00 (the
"Capital Securities"); and

         WHEREAS, as incentive for the Holders to purchase the Capital
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Guarantee, to pay to the Holders of Capital
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the purchase by each Holder of the
Capital Securities, which purchase the Guarantor hereby agrees shall benefit the
Guarantor, the Guarantor executes and delivers this Guarantee for the benefit of
the Holders.

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

         SECTION 1.1. DEFINITIONS AND INTERPRETATION. In this Guarantee, unless
the context otherwise requires:

         (a)      capitalized terms used in this Guarantee 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 Guarantee has the same meaning
throughout;

         (c)      all references to "the Guarantee" or "this Guarantee" are to
this Guarantee as modified, supplemented or amended from time to time;

         (d)      all references in this Guarantee to "Articles" or "Sections"
are to Articles or Sections of this Guarantee, unless otherwise specified;

         (e)      terms defined in the Declaration as at the date of execution
of this Guarantee have the same meanings when used in this Guarantee, unless
otherwise defined in this Guarantee or unless the context otherwise requires;
and

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

         "Affiliate" has the same meaning as given to that term in Rule 405 of
the Securities Act of 1933, as amended, or any successor rule thereunder.

         "Beneficiaries" means any Person to whom the Issuer is or hereafter
becomes indebted or liable.

         "Capital Securities" has the meaning set forth in the recitals to this
Guarantee.

         "Common Securities" means the common securities issued by the Issuer to
the Guarantor pursuant to the Declaration.

         "Corporate Trust Office" means the office of the Guarantee Trustee at
which the corporate trust business of the Guarantee Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Guarantee is located at 225 Asylum Street, Goodwin Square,
Hartford, Connecticut 06103.

         "Covered Person" means any Holder of Capital Securities.

         "Debentures" means the debt securities of the Guarantor designated the
Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due 2033
held by the Institutional Trustee (as defined in the Declaration) of the Issuer.

         "Declaration Event of Default" means an "Event of Default" as defined
in the Declaration.

         "Event of Default" has the meaning set forth in Section 2.4(a).

         "Guarantee Payments" means the following payments or distributions,
without duplication, with respect to the Capital Securities, to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration) which are required to be paid on such Capital Securities to
the extent the Issuer shall have funds available therefor, (ii) the Redemption
Price to the extent the Issuer has funds available therefor, with respect to any
Capital Securities called for redemption by the Issuer, (iii) the Special
Redemption Price to the extent the Issuer has funds available therefor, with
respect to Capital Securities redeemed upon the occurrence of a Special Event,
and (iv) upon a voluntary or involuntary liquidation, dissolution, winding-up or
termination of the Issuer (other than in connection with the distribution of
Debentures to the Holders of the Capital Securities in exchange therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment, to the extent the Issuer shall have funds available therefor,
and (b) the amount of assets of the Issuer remaining available for distribution
to Holders in liquidation of the Issuer (in either case, the "Liquidation
Distribution").

         "Guarantee Trustee" means U. S. Bank National Association, until a
Successor Guarantee Trustee has been appointed and has accepted such appointment
pursuant to the terms of this Guarantee and thereafter means each such Successor
Guarantee Trustee.

         "Guarantor" means CVB Financial Corp. and each of its successors and
assigns.

         "Holder" means any holder, as registered on the books and records of
the Issuer, of any Capital Securities; provided, however, that, in determining
whether the Holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.

         "Indemnified Person" means the Guarantee Trustee, any Affiliate of the
Guarantee Trustee, or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of the Guarantee
Trustee.

                                       2

         "Indenture" means the Indenture dated as of the date hereof between the
Guarantor and U. S. Bank National Association, not in its individual capacity
but solely as trustee, and any indenture supplemental thereto pursuant to which
the Debentures are to be issued to the institutional trustee of the Issuer.

         "Issuer" has the meaning set forth in the opening paragraph to this
Guarantee.

         "Liquidation Distribution" has the meaning set forth in the definition
of "Guarantee Payments" herein.

         "Majority in liquidation amount of the Capital Securities" means
Holder(s) of outstanding Capital Securities, voting together as a class, but
separately from the holders of Common Securities, 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 Capital
Securities then outstanding.

         "Obligations" means any costs, expenses or liabilities (but not
including liabilities related to taxes) of the Issuer other than obligations of
the Issuer to pay to holders of any Trust Securities the amounts due such
holders pursuant to the terms of the Trust Securities.

         "Officer's Certificate" means, with respect to any Person, a
certificate signed by one Authorized Officer of such Person. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Guarantee shall include:

                  (a)      a statement that the officer signing the Officer's
         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 the officer in rendering the
         Officer's Certificate;

                  (c)      a statement that the 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 the
         officer, such condition or covenant has been complied with.

         "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.

         "Redemption Price" has the meaning set forth in the Indenture.

         "Responsible Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee Trustee including any
Vice President, Assistant Vice President, Secretary, Assistant Secretary or any
other officer of the Guarantee Trustee customarily performing functions similar
to those performed by any of the above designated officers and also, 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.

         "Special Event" has the meaning set forth in the Indenture.

                                       3

         "Special Redemption Price" has the meaning set forth in the Indenture.

         "Successor Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

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

                                   ARTICLE II

                          POWERS, DUTIES AND RIGHTS OF
                                GUARANTEE TRUSTEE

         SECTION 2.1. POWERS AND DUTIES OF THE GUARANTEE TRUSTEE.

         (a)      This Guarantee shall be held by the Guarantee Trustee for the
benefit of the Holders of the Capital Securities, and the Guarantee Trustee
shall not transfer this Guarantee to any Person except a Holder of Capital
Securities exercising his or her rights pursuant to Section 4.4(b) or to a
Successor Guarantee Trustee on acceptance by such Successor Guarantee Trustee of
its appointment to act as Successor Guarantee Trustee. The right, title and
interest of the Guarantee Trustee shall automatically vest in any Successor
Guarantee Trustee, and such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and delivered pursuant
to the appointment of such Successor Guarantee Trustee.

         (b)      If an Event of Default actually known to a Responsible Officer
of the Guarantee Trustee has occurred and is continuing, the Guarantee Trustee
shall enforce this Guarantee for the benefit of the Holders of the Capital
Securities.

         (c)      The Guarantee Trustee, before the occurrence of any Event of
Default and after curing all Events of Default that may have occurred, shall
undertake to perform only such duties as are specifically set forth in this
Guarantee, and no implied covenants shall be read into this Guarantee against
the Guarantee Trustee. In case an Event of Default has occurred (that has not
been waived pursuant to Section 2.4) and is actually known to a Responsible
Officer of the Guarantee Trustee, the Guarantee Trustee shall exercise such of
the rights and powers vested in it by this Guarantee, and use the same degree of
care and skill in its exercise thereof, as a prudent person would exercise or
use under the circumstances in the conduct of his or her own affairs.

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

                  (i)      prior to the occurrence of any Event of Default and
         after the curing or waiving of all such Events of Default that may have
         occurred:

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

                           (B)      in the absence of bad faith on the part of
                  the Guarantee Trustee, the Guarantee Trustee may conclusively
                  rely, as to the truth of the statements and the correctness of
                  the opinions expressed therein, upon any certificates or
                  opinions furnished

                                       4

                  to the Guarantee Trustee and conforming to the requirements of
                  this Guarantee; but in the case of any such certificates or
                  opinions that by any provision hereof are specifically
                  required to be furnished to the Guarantee Trustee, the
                  Guarantee Trustee shall be under a duty to examine the same to
                  determine whether or not they conform to the requirements of
                  this Guarantee;

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

                  (iii)    the Guarantee 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 written direction of the Holders of not less
         than a Majority in liquidation amount of the Capital Securities
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Guarantee Trustee, or relating to the
         exercise of any trust or power conferred upon the Guarantee Trustee
         under this Guarantee; and

                  (iv)     no provision of this Guarantee shall require the
         Guarantee Trustee to expend or risk its own funds or otherwise incur
         personal financial liability in the performance of any of its duties or
         in the exercise of any of its rights or powers, if the Guarantee
         Trustee shall have reasonable grounds for believing that the repayment
         of such funds is not reasonably assured to it under the terms of this
         Guarantee or security and indemnity, reasonably satisfactory to the
         Guarantee Trustee, against such risk or liability is not reasonably
         assured to it.

         SECTION 2.2. CERTAIN RIGHTS OF GUARANTEE TRUSTEE.

         (a)      Subject to the provisions of Section 2.1:

                  (i)      The Guarantee Trustee may conclusively rely, and
         shall be fully protected in acting or refraining from acting upon, any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, 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.

                  (ii)     Any direction or act of the Guarantor contemplated by
         this Guarantee shall be sufficiently evidenced by an Officer's
         Certificate.

                  (iii)    Whenever, in the administration of this Guarantee,
         the Guarantee Trustee shall deem it desirable that a matter be proved
         or established before taking, suffering or omitting any action
         hereunder, the Guarantee Trustee (unless other evidence is herein
         specifically prescribed) may, in the absence of bad faith on its part,
         request and conclusively rely upon an Officer's Certificate of the
         Guarantor which, upon receipt of such request, shall be promptly
         delivered by the Guarantor.

                  (iv)     The Guarantee Trustee shall have no duty to see to
         any recording, filing or registration of any instrument (or any
         re-recording, refiling or re-registration thereof).

                  (v)      The Guarantee Trustee may consult with counsel of its
         selection, and the advice or opinion of such counsel with respect to
         legal matters shall be full and complete authorization and protection
         in respect of any action taken, suffered or omitted by it hereunder in
         good faith and

                                       5

         in accordance with such advice or opinion. Such counsel may be counsel
         to the Guarantor or any of its Affiliates and may include any of its
         employees. The Guarantee Trustee shall have the right at any time to
         seek instructions concerning the administration of this Guarantee from
         any court of competent jurisdiction.

                  (vi)     The Guarantee Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Guarantee at
         the request or direction of any Holder, unless such Holder shall have
         provided to the Guarantee Trustee such security and indemnity,
         reasonably satisfactory to the Guarantee Trustee, against the costs,
         expenses (including attorneys' fees and expenses and the expenses of
         the Guarantee Trustee's agents, nominees or custodians) and liabilities
         that might be incurred by it in complying with such request or
         direction, including such reasonable advances as may be requested by
         the Guarantee Trustee; provided, however, that nothing contained in
         this Section 2.2(a)(vi) shall relieve the Guarantee Trustee, upon the
         occurrence of an Event of Default, of its obligation to exercise the
         rights and powers vested in it by this Guarantee.

                  (vii)    The Guarantee Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Guarantee Trustee, in
         its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit.

                  (viii)   The Guarantee Trustee may execute any of the trusts
         or powers hereunder or perform any duties hereunder either directly or
         by or through agents, nominees, custodians or attorneys, and the
         Guarantee Trustee shall not be responsible for any misconduct or
         negligence on the part of any agent or attorney appointed with due care
         by it hereunder.

                  (ix)     Any action taken by the Guarantee Trustee or its
         agents hereunder shall bind the Holders of the Capital Securities, and
         the signature of the Guarantee Trustee or its agents alone shall be
         sufficient and effective to perform any such action. No third party
         shall be required to inquire as to the authority of the Guarantee
         Trustee to so act or as to its compliance with any of the terms and
         provisions of this Guarantee, both of which shall be conclusively
         evidenced by the Guarantee Trustee's or its agent's taking such action.

                  (x)      Whenever in the administration of this Guarantee the
         Guarantee Trustee shall deem it desirable to receive instructions with
         respect to enforcing any remedy or right or taking any other action
         hereunder, the Guarantee Trustee (i) may request instructions from the
         Holders of a Majority in liquidation amount of the Capital Securities,
         (ii) may refrain from enforcing such remedy or right or taking such
         other action until such instructions are received, and (iii) shall be
         protected in conclusively relying on or acting in accordance with such
         instructions.

                  (xi)     The Guarantee Trustee shall not be liable for any
         action taken, suffered, or omitted to be taken by it in good faith,
         without negligence, and reasonably believed by it to be authorized or
         within the discretion or rights or powers conferred upon it by this
         Guarantee.

         (b)      No provision of this Guarantee shall be deemed to impose any
duty or obligation on the Guarantee 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 Guarantee 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 Guarantee Trustee shall be
construed to be a duty.

                                       6

         SECTION 2.3. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF GUARANTEE. The
recitals contained in this Guarantee shall be taken as the statements of the
Guarantor, and the Guarantee Trustee does not assume any responsibility for
their correctness. The Guarantee Trustee makes no representation as to the
validity or sufficiency of this Guarantee.

         SECTION 2.4. EVENTS OF DEFAULT; WAIVER.

         (a)      An Event of Default under this Guarantee will occur upon the
failure of the Guarantor to perform any of its payment or other obligations
hereunder.

         (b)      The Holders of a Majority in liquidation amount of the Capital
Securities may, voting or consenting as a class, on behalf of the Holders of all
of the Capital Securities, waive any past Event of Default and its consequences.
Upon such waiver, any such Event of Default shall cease to exist, and shall be
deemed to have been cured, for every purpose of this Guarantee, but no such
waiver shall extend to any subsequent or other default or Event of Default or
impair any right consequent thereon.

         SECTION 2.5. EVENTS OF DEFAULT; NOTICE.

         (a)      The Guarantee Trustee shall, within 90 days after the
occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Capital Securities and the Guarantor, notices of
all Events of Default actually known to a Responsible Officer of the Guarantee
Trustee, unless such defaults have been cured before the giving of such notice,
provided, however, that the Guarantee Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Guarantee Trustee in
good faith determines that the withholding of such notice is in the interests of
the Holders of the Capital Securities.

         (b)      The Guarantee Trustee shall not be deemed to have knowledge of
any Event of Default unless the Guarantee Trustee shall have received written
notice from the Guarantor or a Holder of the Capital Securities (except in the
case of a payment default), or a Responsible Officer of the Guarantee Trustee
charged with the administration of this Guarantee shall have obtained actual
knowledge thereof.

                                  ARTICLE III

                                GUARANTEE TRUSTEE

         SECTION 3.1. GUARANTEE TRUSTEE; ELIGIBILITY.

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

                  (i)      not be an Affiliate of the Guarantor, and

                  (ii)     be a corporation organized and doing business under
                           the laws
         of the United States of America or any State or Territory thereof or of
         the District of Columbia, or Person 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), and subject to
         supervision or examination by Federal, State, Territorial or District
         of Columbia authority. If such corporation publishes reports of
         condition at least annually, pursuant to law or to the requirements of
         the supervising or examining authority referred to above, then, for the
         purposes of this Section 3.1(a)(ii), 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.

                                       7

         (b)      If at any time the Guarantee Trustee shall cease to be
eligible to so act under Section 3.1(a), the Guarantee Trustee shall immediately
resign in the manner and with the effect set out in Section 3.2(c).

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

         SECTION 3.2. APPOINTMENT, REMOVAL AND RESIGNATION OF GUARANTEE TRUSTEE.

         (a)      Subject to Section 3.2(b), the Guarantee Trustee may be
appointed or removed without cause at any time by the Guarantor except during an
Event of Default.

         (b)      The Guarantee Trustee shall not be removed in accordance with
Section 3.2(a) until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by written instrument executed by such Successor
Guarantee Trustee and delivered to the Guarantor.

         (c)      The Guarantee Trustee appointed to office shall hold office
until a Successor Guarantee Trustee shall have been appointed or until its
removal or resignation. The Guarantee Trustee may resign from office (without
need for prior or subsequent accounting) by an instrument in writing executed by
the Guarantee Trustee and delivered to the Guarantor, which resignation shall
not take effect until a Successor Guarantee Trustee has been appointed and has
accepted such appointment by an instrument in writing executed by such Successor
Guarantee Trustee and delivered to the Guarantor and the resigning Guarantee
Trustee.

         (d)      If no Successor Guarantee Trustee shall have been appointed
and accepted appointment as provided in this Section 3.2 within 60 days after
delivery of an instrument of removal or resignation, the Guarantee Trustee
resigning or being removed may petition any court of competent jurisdiction for
appointment of a Successor Guarantee Trustee. Such court may thereupon, after
prescribing such notice, if any, as it may deem proper, appoint a Successor
Guarantee Trustee.

         (e)      No Guarantee Trustee shall be liable for the acts or omissions
to act of any Successor Guarantee Trustee.

         (f)      Upon termination of this Guarantee or removal or resignation
of the Guarantee Trustee pursuant to this Section 3.2, the Guarantor shall pay
to the Guarantee Trustee all amounts owing to the Guarantee Trustee under
Sections 7.2 and 7.3 accrued to the date of such termination, removal or
resignation.

                                   ARTICLE IV

                                    GUARANTEE

         SECTION 4.1. GUARANTEE.

         (a)      The Guarantor irrevocably and unconditionally agrees to pay in
full to the Holders the Guarantee Payments (without duplication of amounts
theretofore paid by the Issuer), as and when due, regardless of any defense
(except the defense of payment by the Issuer), right of set-off or counterclaim
that the Issuer may have or assert. The Guarantor fully and unconditionally
waives any right the Guarantor may have to revoke this Guarantee under Section
2815 of the California Civil Code or otherwise. The Guarantor's obligation to
make a Guarantee Payment may be satisfied by direct payment

                                      8

of the required amounts by the Guarantor to the Holders or by causing the Issuer
to pay such amounts to the Holders.

         (b)      The Guarantor hereby also agrees to assume any and all
Obligations of the Issuer and in the event any such Obligation is not so
assumed, subject to the terms and conditions hereof, the Guarantor hereby
irrevocably and unconditionally guarantees to each Beneficiary the full payment,
when and as due, of any and all Obligations to such Beneficiaries. This
Guarantee is intended to be for the benefit of, and to be enforceable by, all
such Beneficiaries, whether or not such Beneficiaries have received notice
hereof.

         SECTION 4.2. WAIVER OF NOTICE AND DEMAND. The Guarantor hereby waives
notice of acceptance of this Guarantee and of any liability to which it applies
or may apply, presentment, demand for payment, any right to require a proceeding
first against the Issuer or any other Person before proceeding against the
Guarantor, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.

         SECTION 4.3. OBLIGATIONS NOT AFFECTED. The obligations, covenants,
agreements and duties of the Guarantor under this Guarantee shall in no way be
affected or impaired by reason of the happening from time to time of any of the
following:

         (a)      the release or waiver, by operation of law or otherwise, of
the performance or observance by the Issuer of any express or implied agreement,
covenant, term or condition relating to the Capital Securities to be performed
or observed by the Issuer;

         (b)      the extension of time for the payment by the Issuer of all or
any portion of the Distributions, Redemption Price, Special Redemption Price,
Liquidation Distribution or any other sums payable under the terms of the
Capital Securities or the extension of time for the performance of any other
obligation under, arising out of or in connection with, the Capital Securities
(other than an extension of time for payment of Distributions, Redemption Price,
Special Redemption Price, Liquidation Distribution or other sum payable that
results from the extension of any interest payment period on the Debentures or
any extension of the maturity date of the Debentures permitted by the
Indenture);

         (c)      any failure, omission, delay or lack of diligence on the part
of the Holders to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Holders pursuant to the terms of the Capital Securities,
or any action on the part of the Issuer granting indulgence or extension of any
kind;

         (d)      the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Issuer or any of the assets of
the Issuer;

         (e)      any invalidity of, or defect or deficiency in, the Capital
Securities;

         (f)      the settlement or compromise of any obligation guaranteed
hereby or hereby incurred; or

         (g)      any other circumstance whatsoever that might otherwise
constitute a legal or equitable discharge or defense of a guarantor, it being
the intent of this Section 4.3 that the obligations of the Guarantor hereunder
shall be absolute and unconditional under any and all circumstances.

         There shall be no obligation of the Holders to give notice to, or
obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

                                       9

         SECTION 4.4. RIGHTS OF HOLDERS.

         (a)      The Holders of a Majority in liquidation amount of the Capital
Securities have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Guarantee Trustee in respect of this
Guarantee or to direct the exercise of any trust or power conferred upon the
Guarantee Trustee under this Guarantee; provided, however, that (subject to
Section 2.1) the Guarantee Trustee shall have the right to decline to follow any
such direction if the Guarantee Trustee being advised by counsel determines that
the action or proceeding so directed may not lawfully be taken or if the
Guarantee Trustee in good faith by its board of directors or trustees, executive
committees or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed would
involve the Guarantee Trustee in personal liability.

         (b)      Any Holder of Capital Securities may institute a legal
proceeding directly against the Guarantor to enforce the Guarantee Trustee's
rights under this Guarantee, without first instituting a legal proceeding
against the Issuer, the Guarantee Trustee or any other Person. The Guarantor
waives any right or remedy to require that any such action be brought first
against the Issuer, the Guarantee Trustee or any other Person before so
proceeding directly against the Guarantor.

         SECTION 4.5. GUARANTEE OF PAYMENT. This Guarantee creates a guarantee
of payment and not of collection.

         SECTION 4.6. SUBROGATION. The Guarantor shall be subrogated to all (if
any) rights of the Holders of Capital Securities against the Issuer in respect
of any amounts paid to such Holders by the Guarantor under this Guarantee;
provided, however, that the Guarantor shall not (except to the extent required
by mandatory provisions of law) be entitled to enforce or exercise any right
that it may acquire by way of subrogation or any indemnity, reimbursement or
other agreement, in all cases as a result of payment under this Guarantee, if,
after giving effect to any such payment, any amounts are due and unpaid under
this Guarantee. If any amount shall be paid to the Guarantor in violation of the
preceding sentence, the Guarantor agrees to hold such amount in trust for the
Holders and to pay over such amount to the Holders.

         SECTION 4.7. INDEPENDENT OBLIGATIONS. The Guarantor acknowledges that
its obligations hereunder are independent of the obligations of the Issuer with
respect to the Capital Securities and that the Guarantor shall be liable as
principal and as debtor hereunder to make Guarantee Payments pursuant to the
terms of this Guarantee notwithstanding the occurrence of any event referred to
in subsections (a) through (g), inclusive, of Section 4.3 hereof.

         SECTION 4.8. ENFORCEMENT BY A BENEFICIARY. A Beneficiary may enforce
the obligations of the Guarantor contained in Section 4.1(b) directly against
the Guarantor and the Guarantor waives any right or remedy to require that any
action be brought against the Issuer or any other person or entity before
proceeding against the Guarantor. The Guarantor shall be subrogated to all
rights (if any) of any Beneficiary against the Issuer in respect of any amounts
paid to the Beneficiaries by the Guarantor under this Guarantee; provided,
however, that the Guarantor shall not (except to the extent required by
mandatory provisions of law) be entitled to enforce or exercise any rights that
it may acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Guarantee, if at the
time of any such payment, and after giving effect to such payment, any amounts
are due and unpaid under this Guarantee.

                                       10

                                   ARTICLE V

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

         SECTION 5.1. LIMITATION OF TRANSACTIONS. So long as any Capital
Securities remain outstanding, if (a) there shall have occurred and be
continuing an Event of Default or a Declaration Event of Default or (b) the
Guarantor shall have selected an Extension Period as provided in the Declaration
and such period, or any extension thereof, shall have commenced and be
continuing, then the Guarantor shall not and shall not permit any Affiliate to
(x) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of the Guarantor's
or such Affiliate's capital stock (other than payments of dividends or
distributions to the Guarantor) or make any guarantee payments with respect to
the foregoing or (y) make any payment of principal of or interest or premium, if
any, on or repay, repurchase or redeem any debt securities of the Guarantor or
any Affiliate that rank pari passu in all respects with or junior in interest to
the Debentures (other than, with respect to clauses (x) and (y) above, (i)
repurchases, redemptions or other acquisitions of shares of capital stock of the
Guarantor 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 Guarantor (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the occurrence of the Event of Default, Declaration Event of Default or
Extension Period, as applicable, (ii) as a result of any exchange or conversion
of any class or series of the Guarantor's capital stock (or any capital stock of
a subsidiary of the Guarantor) for any class or series of the Guarantor's
capital stock or of any class or series of the Guarantor's indebtedness for any
class or series of the Guarantor's capital stock, (iii) the purchase of
fractional interests in shares of the Guarantor's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged, (iv) 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, (v) any dividend in the form of stock, warrants,
options or other rights where the dividend stock or the stock issuable upon
exercise of such warrants, options or other rights is the same stock as that on
which the dividend is being paid or ranks pari passu with or junior to such
stock and any cash payments in lieu of fractional shares issued in connection
therewith, or (vi) payments under this Guarantee).

         SECTION 5.2. RANKING. This Guarantee will constitute an unsecured
obligation of the Guarantor and will rank subordinate and junior in right of
payment to all present and future Senior Indebtedness (as defined in the
Indenture) of the Guarantor. By their acceptance thereof, each Holder of Capital
Securities agrees to the foregoing provisions of this Guarantee and the other
terms set forth herein.

         The right of the Guarantor to participate in any distribution of assets
of any of its subsidiaries upon any such subsidiary's liquidation or
reorganization or otherwise is subject to the prior claims of creditors of that
subsidiary, except to the extent the Guarantor may itself be recognized as a
creditor of that subsidiary. Accordingly, the Guarantor's obligations under this
Guarantee will be effectively subordinated to all existing and future
liabilities of the Guarantor's subsidiaries, and claimants should look only to
the assets of the Guarantor for payments hereunder. This Guarantee does not
limit the incurrence or issuance of other secured or unsecured debt of the
Guarantor, including Senior Indebtedness of the Guarantor, under any indenture
that the Guarantor may enter into in the future or otherwise.

                                       11

                                   ARTICLE VI

                                   TERMINATION

         SECTION 6.1. TERMINATION. This Guarantee shall terminate as to the
Capital Securities (i) upon full payment of the Redemption Price or Special
Redemption Price of all Capital Securities then outstanding, (ii) upon the
distribution of all of the Debentures to the Holders of all of the Capital
Securities or (iii) upon full payment of the amounts payable in accordance with
the Declaration upon dissolution of the Issuer. This Guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
Holder of Capital Securities must restore payment of any sums paid under the
Capital Securities or under this Guarantee.

                                  ARTICLE VII

                                 INDEMNIFICATION

         SECTION 7.1. EXCULPATION.

         (a)      No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Guarantor 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 in accordance with this
Guarantee and in a manner that such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this
Guarantee 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 Issuer or the Guarantor and upon such
information, opinions, reports or statements presented to the Issuer or the
Guarantor by any Person as to matters the Indemnified Person reasonably believes
are within such other Person's professional or expert competence and who, if
selected by such Indemnified Person, has been selected with reasonable care by
such Indemnified Person, 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 Capital Securities might properly be paid.

         SECTION 7.2. INDEMNIFICATION.

         (a)      The Guarantor agrees to indemnify each Indemnified Person for,
and to hold each Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense incurred without negligence or willful
misconduct on the part of the Indemnified Person, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder, including, but not limited to, the costs and expenses (including
reasonable legal fees and expenses) of the Indemnified Person defending itself
against, or investigating, any claim or liability in connection with the
exercise or performance of any of the Indemnified Person's powers or duties
hereunder. The obligation to indemnify as set forth in this Section 7.2 shall
survive the resignation or removal of the Guarantee Trustee and the termination
of this Guarantee.

         (b)      Promptly after receipt by an Indemnified Person under this
Section 7.2 of notice of the commencement of any action, such Indemnified Person
will, if a claim in respect thereof is to be made against the Guarantor under
this Section 7.2, notify the Guarantor in writing of the commencement thereof;
but the failure so to notify the Guarantor (i) will not relieve the Guarantor
from liability under

                                       12

paragraph (a) above unless and to the extent that the Guarantor did not
otherwise learn of such action and such failure results in the forfeiture by the
Guarantor of substantial rights and defenses and (ii) will not, in any event,
relieve the Guarantor from any obligations to any Indemnified Person other than
the indemnification obligation provided in paragraph (a) above. The Guarantor
shall be entitled to appoint counsel of the Guarantor's choice at the
Guarantor's expense to represent the Indemnified Person in any action for which
indemnification is sought (in which case the Guarantor shall not thereafter be
responsible for the fees and expenses of any separate counsel retained by the
Indemnified Person or Persons except as set forth below); provided, however,
that such counsel shall be reasonably satisfactory to the Indemnified Person.
Notwithstanding the Guarantor's election to appoint counsel to represent the
Guarantor in an action, the Indemnified Person shall have the right to employ
separate counsel (including local counsel), and the Guarantor shall bear the
reasonable fees, costs and expenses of such separate counsel if (i) the use of
counsel chosen by the Guarantor to represent the Indemnified Person would
present such counsel with a conflict of interest, (ii) the actual or potential
defendants in, or targets of, any such action include both the Indemnified
Person and the Guarantor and the Indemnified Person shall have reasonably
concluded that there may be legal defenses available to it and/or other
Indemnified Person(s) which are different from or additional to those available
to the Guarantor, (iii) the Guarantor shall not have employed counsel
satisfactory to the Indemnified Person to represent the Indemnified Person
within a reasonable time after notice of the institution of such action or (iv)
the Guarantor shall authorize the Indemnified Person to employ separate counsel
at the expense of the Guarantor. The Guarantor will not, without the prior
written consent of the Indemnified Persons, settle or compromise or consent to
the entry of any judgment with respect to any pending or threatened claim,
action, suit or proceeding in respect of which indemnification or contribution
may be sought hereunder (whether or not the Indemnified Persons are actual or
potential parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each Indemnified Person from all
liability arising out of such claim, action, suit or proceeding.

         SECTION 7.3. COMPENSATION; REIMBURSEMENT OF EXPENSES. The Guarantor
agrees:

         (a)      to pay to the Guarantee Trustee from time to time such
compensation for all services rendered by it hereunder as the parties shall
agree to 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 Guarantee Trustee upon request for all reasonable expenses, disbursements
and advances incurred or made by it in accordance with any provision of this
Guarantee (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or willful misconduct.

         For purposes of clarification, this Section 7.3 does not contemplate
the payment by the Guarantor of acceptance or annual administration fees owing
to the Guarantee Trustee for services to be provided by the Guarantee Trustee
under this Guarantee or the fees and expenses of the Guarantee Trustee's counsel
in connection with the closing of the transactions contemplated by this
Guarantee. The provisions of this Section 7.3 shall survive the resignation or
removal of the Guarantee Trustee and the termination of this Guarantee.

                                  ARTICLE VIII

                                  MISCELLANEOUS

         SECTION 8.1. SUCCESSORS AND ASSIGNS. All guarantees and agreements
contained in this Guarantee shall bind the successors, assigns, receivers,
trustees and representatives of the Guarantor and

                                       13

shall inure to the benefit of the Holders of the Capital Securities then
outstanding. Except in connection with any merger or consolidation of the
Guarantor with or into another entity or any sale, transfer or lease of the
Guarantor's assets to another entity, in each case, to the extent permitted
under the Indenture, the Guarantor may not assign its rights or delegate its
obligations under this Guarantee without the prior approval of the Holders of at
least a Majority in liquidation amount of the Capital Securities.

         SECTION 8.2. AMENDMENTS. Except with respect to any changes that do not
adversely affect the rights of Holders of the Capital Securities in any material
respect (in which case no consent of Holders will be required), this Guarantee
may be amended only with the prior approval of the Holders of not less than a
Majority in liquidation amount of the Capital Securities. The provisions of the
Declaration with respect to amendments thereof apply to the giving of such
approval.

         SECTION 8.3. NOTICES. All notices provided for in this Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:

         (a)      If given to the Guarantee Trustee, at the Guarantee Trustee's
mailing address set forth below (or such other address as the Guarantee Trustee
may give notice of to the Holders of the Capital Securities and the Guarantor):

         U. S. Bank National Association
         225 Asylum Street, Goodwin Square
         Hartford, Connecticut 06103
         Attention: Corporate Trust Services Division
         Telecopy: 860-241-6889

         With a copy to:

         U. S. Bank National Association
         1 Federal Street - 3rd Floor
         Boston, Massachusetts 02110
         Attention: Paul D. Allen, Corporate Trust Services Division
         Telecopy: 617-603-6665

         (b)      If given to the Guarantor, at the Guarantor's mailing address
set forth below (or such other address as the Guarantor may give notice of to
the Holders of the Capital Securities and to the Guarantee Trustee):

         CVB Financial Corp.
         701 North Haven Avenue, Suite 350
         Ontario, California 91764
         Attention: Edward J. Biebrich, Jr.
         Telecopy: 909-481-2120

         (c)      If given to any Holder of the Capital Securities, at the
address set forth on the books and records of the Issuer.

         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,

                                       14

such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

         SECTION 8.4. BENEFIT. This Guarantee is solely for the benefit of the
Beneficiaries and, subject to Section 2.1(a), is not separately transferable
from the Capital Securities.

         SECTION 8.5. GOVERNING LAW. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).

         SECTION 8.6. COUNTERPARTS. This Guarantee may be executed in one or
more counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same instrument.

         SECTION 8.7 SEPARABILITY. In case one or more of the provisions
contained in this Guarantee shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Guarantee, but this Guarantee
shall be construed as if such invalid or illegal or unenforceable provision had
never been contained herein.

                     Signatures appear on the following page

                                       15

         THIS GUARANTEE is executed as of the day and year first above written.

                             CVB FINANCIAL CORP., as Guarantor

                             By:/s/ Edward J. Biebrich Jr.
                                ---------------------------
                             Edward J. Biebrich Jr.
                             Executive Vice President/Chief Financial Officer

                             U. S. BANK NATIONAL ASSOCIATION, as
                             Guarantee Trustee

                             By./s/ Paul D. Allen
                                ------------------
                                Paul D. Allen
                                Vice President

                                       16

                                                                    EXHIBIT 4.12

                            CVB Financial Corporation
                                    as Issuer

                                    INDENTURE
                          Dated as of December 15, 2003

                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                                   As Trustee

                       JUNIOR SUBORDINATED DEBT SECURITIES

                               DUE January 7, 2034

                                TABLE OF CONTENTS

                                                                                                                   PAGE
                                                                                                                
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01.              Definitions..........................................................................     1

         Additional Interest....................................................................................     1

         Additional Provisions..................................................................................     1

         Applicable Depository Procedures.......................................................................     1

         Authenticating Agent...................................................................................     1

         Bankruptcy Law.........................................................................................     2

         Board of Directors.....................................................................................     2

         Board Resolution.......................................................................................     2

         Business Day...........................................................................................     2

         Calculation Agent......................................................................................     2

         Capital Securities.....................................................................................     2

         Capital Securities Guarantee...........................................................................     2

         Capital Treatment Event................................................................................     2

         Certificate............................................................................................     3

         Common Securities......................................................................................     3

         Company................................................................................................     3

         Debt Security..........................................................................................     3

         Debt Security Register.................................................................................     3

         Declaration............................................................................................     3

         Default  ..............................................................................................     3

         Defaulted Interest.....................................................................................     3

         Deferred Interest......................................................................................     3

         Depositary.............................................................................................     3

         Depository Participant.................................................................................     3

         DTC....................................................................................................     3

         Event of Default.......................................................................................     3

         Extension Period.......................................................................................     4

         Federal Reserve........................................................................................     4

         Rixed Rate.............................................................................................     4

                                       -i-

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                   PAGE
                                                                                                                
         Global Debenture.......................................................................................     4

         Indenture..............................................................................................     4

         Institutional Trustee..................................................................................     4

         Interest Payment Date..................................................................................     4

         Interest Rate..........................................................................................     4

         Investment Company Event...............................................................................     4

         LIBOR..................................................................................................     4

         LIBOR Banking Day......................................................................................     4

         LIBOR Business Day.....................................................................................     4

         LIBOR Determination Date...............................................................................     4

         Liquidation Amount.....................................................................................     4

         Maturity Date..........................................................................................     4

         Notice   ..............................................................................................     4

         Officers' Certificate..................................................................................     4

         Opinion of Counsel.....................................................................................     5

         OTS....................................................................................................     5

         Outstanding............................................................................................     5

         Paying Agent...........................................................................................     5

         Person   ..............................................................................................     5

         Predecessor Security...................................................................................     5

         Principal Office of the Trustee........................................................................     5

         Redemption Date........................................................................................     6

         Redemption Price.......................................................................................     6

         Responsible Officer....................................................................................     6

         Securityholder," "holder of Debt Securities............................................................     6

         Senior Indebtedness....................................................................................     6

         Special Event..........................................................................................     6

         Special Redemption Date................................................................................     6

         Special Redemption Price...............................................................................     6

         Subsidiary.............................................................................................     7

         Tax Event..............................................................................................     7

                                      -ii-

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                   PAGE
                                                                                                                
         Trust    ..............................................................................................     7

         Trust Indenture Act....................................................................................     7

         Trust Securities.......................................................................................     7

         Trustee  ..............................................................................................     8

         United States..........................................................................................     8

         U.S. Person............................................................................................     8

         Variable Rate..........................................................................................     8

                                   ARTICLE II
                                 DEBT SECURITIES

SECTION 2.01.              Authentication and Dating............................................................     8

SECTION 2.02.              Form of Trustee's Certificate of Authentication......................................     8

SECTION 2.03.              Form and Denomination of Debt Securities.............................................     9

SECTION 2.04.              Execution of Debt Securities.........................................................     9

SECTION 2.05.              Exchange and Registration of Transfer of Debt Securities.............................     9

SECTION 2.06.              Mutilated, Destroyed, Lost or Stolen Debt Securities.................................    12

SECTION 2.07.              Temporary Debt Securities............................................................    13

SECTION 2.08.              Payment of Interest..................................................................    13

SECTION 2.09.              Cancellation of Debt Securities Paid, etc............................................    15

SECTION 2.10.              Computation of Interest..............................................................    15

SECTION 2.11.              Extension of Interest Payment Period.................................................    17

SECTION 2.12.              CUSIP Numbers........................................................................    17

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01.              Payment of Principal, Premium and Interest; Agreed Treatment of the Debt Securities..    18

SECTION 3.02.              Offices for Notices and Payments, etc................................................    18

SECTION 3.03.              Appointments to Fill Vacancies in Trustee's Office...................................    19

SECTION 3.04.              Provision as to Paying Agent.........................................................    19

SECTION 3.05.              Certificate to Trustee...............................................................    20

SECTION 3.06.              Additional Interest..................................................................    20

SECTION 3.07.              Compliance with Consolidation Provisions.............................................    21

SECTION 3.08.              Limitation on Dividends..............................................................    21

                                      -iii-

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                   PAGE
                                                                                                                
SECTION 3.09.              Covenants as to the Trust............................................................    22

SECTION 3.10.              Global Debentures....................................................................    22

                                   ARTICLE IV
                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01.              Securityholders' Lists...............................................................    24

SECTION 4.02.              Preservation and Disclosure of Lists.................................................    24

                                    ARTICLE V
      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

SECTION 5.01.              Events of Default....................................................................    26

SECTION 5.02.              Payment of Debt Securities on Default; Suit Therefor.................................    27

SECTION 5.03.              Application of Moneys Collected by Trustee...........................................    29

SECTION 5.04.              Proceedings by Securityholders.......................................................    29

SECTION 5.05.              Proceedings by Trustee...............................................................    30

SECTION 5.06.              Remedies Cumulative and Continuing...................................................    30

SECTION 5.07.              Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.......    30

SECTION 5.08.              Notice of Defaults...................................................................    31

SECTION 5.09.              Undertaking to Pay Costs.............................................................    31

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01.              Duties and Responsibilities of Trustee...............................................    32

SECTION 6.02.              Reliance on Documents, Opinions, etc.................................................    33

SECTION 6.03.              No Responsibility for Recitals, etc..................................................    34

SECTION 6.04.              Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                            Registrar May Own De bt Securities .................................................    34

SECTION 6.05.              Moneys to be Held in Trust...........................................................    34

SECTION 6.06.              Compensation and Expenses of Trustee.................................................    35

SECTION 6.07.              Officers' Certificate as Evidence....................................................    35

SECTION 6.08.              Eligibility of Trustee...............................................................    36

SECTION 6.09.              Resignation or Removal of Trustee, Calculation Agent, Paying
                            Agent or Debt Security Register ....................................................    36

SECTION 6.10.              Acceptance by Successor..............................................................    37

                                      -iv-

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                   PAGE
                                                                                                                
SECTION 6.11.              Succession by Merger, etc............................................................    38

SECTION 6.12.              Authenticating Agents................................................................    39

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01.              Action by Securityholders............................................................    40

SECTION 7.02.              Proof of Execution by Securityholders................................................    41

SECTION 7.03.              Who Are Deemed Absolute Owners.......................................................    41

SECTION 7.04.              Debt Securities Owned by Company Deemed Not Outstanding..............................    41

SECTION 7.05.              Revocation of Consents; Future Holders Bound.........................................    42

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01.              Purposes of Meetings.................................................................    42

SECTION 8.02.              Call of Meetings by Trustee..........................................................    42

SECTION 8.03.              Call of Meetings by Company or Securityholders.......................................    43

SECTION 8.04.              Qualifications for Voting............................................................    43

SECTION 8.05.              Regulations..........................................................................    43

SECTION 8.06.              Voting...............................................................................    44

SECTION 8.07.              Quorum; Actions......................................................................    44

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.01.              Supplemental Indentures without Consent of Securityholders...........................    45

SECTION 9.02.              Supplemental Indentures with Consent of Securityholders..............................    46

SECTION 9.03.              Effect of Supplemental Indentures....................................................    47

SECTION 9.04.              Notation on Debt Securities..........................................................    47

SECTION 9.05.              Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee..........    48

                                    ARTICLE X
                            REDEMPTION OF SECURITIES

SECTION 10.01.             Optional Redemption..................................................................    48

SECTION 10.02.             Special Event Redemption.............................................................    48

SECTION 10.03.             Notice of Redemption; Selection of Debt Securities...................................    48

SECTION 10.04.             Payment of Debt Securities Called for Redemption.....................................    49

                                      -v-

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                   PAGE
                                                                                                                
                                   ARTICLE XI
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 11.01.             Company May Consolidate, etc., on Certain Terms......................................    50

SECTION 11.02.             Successor Entity to be Substituted...................................................    50

SECTION 11.03.             Opinion of Counsel to be Given to Trustee............................................    51

                                   ARTICLE XII
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 12.01.             Discharge of Indenture...............................................................    51

SECTION 12.02.             Deposited Moneys to be Held in Trust by Trustee......................................    52

SECTION 12.03.             Paying Agent to Repay Moneys Held....................................................    52

SECTION 12.04.             Return of Unclaimed Moneys...........................................................    52

                                  ARTICLE XIII
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 13.01.             Indenture and Debt Securities Solely Corporate Obligations...........................    52

                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

SECTION 14.01.             Successors...........................................................................    53

SECTION 14.02.             Official Acts by Successor Entity....................................................    53

SECTION 14.03.             Surrender of Company Powers..........................................................    53

SECTION 14.04.             Addresses for Notices, etc...........................................................    53

SECTION 14.05.             Governing Law........................................................................    54

SECTION 14.06.             Evidence of Compliance with Conditions Precedent.....................................    54

SECTION 14.07.             Non-Business Days....................................................................    54

SECTION 14.08.             Table of Contents, Headings, etc.....................................................    54

SECTION 14.09.             Execution in Counterparts............................................................    55

SECTION 14.10.             Separability.........................................................................    55

SECTION 14.11.             Assignment...........................................................................    55

SECTION 14.12.             Acknowledgment of Rights.............................................................    55

                                   ARTICLE XV
                        SUBORDINATION OF DEBT SECURITIES

SECTION 15.01.             Agreement to Subordinate.............................................................    56

SECTION 15.02.             Default on Senior Indebtedness.......................................................    56

SECTION 15.03.             Liquidation; Dissolution; Bankruptcy.................................................    56

                                      -vi-

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                                                                   PAGE
                                                                                                                
SECTION 15.04.             Subrogation..........................................................................    58

SECTION 15.05.             Trustee to Effectuate Subordination..................................................    59

SECTION 15.06.             Notice by the Company................................................................    59

SECTION 15.07.             Rights of the Trustee, Holders of Senior Indebtedness................................    59

SECTION 15.08.             Subordination May Not Be Impaired....................................................    60

EXHIBITS

EXHIBIT A                  FORM OF DEBT SECURITY

                                     -vii-

                  THIS INDENTURE, dated as of December 15, 2003, between CVB
Financial Corporation, a bank holding company incorporated in California
(hereinafter sometimes called the "Company"), and Wells Fargo Bank, National
Association, a national banking association with its principal place of business
in the State of Delaware, as trustee (hereinafter sometimes called the
"Trustee").

                              W I T N E S S E T H:

                  WHEREAS, for its lawful corporate purposes, the Company has
duly authorized the issuance of its Junior Subordinated Debt Securities due
January 7, 2034 (the "Debt Securities") under this Indenture and to provide,
among other things, for the execution and authentication, delivery and
administration thereof, the Company has duly authorized the execution of this
Indenture.

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

                                    ARTICLE I

                                   DEFINITIONS

1.01. Definitions.

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

                  "Additional Interest" shall have the meaning set forth in
Section 3.06.

                  "Additional Provisions" shall have the meaning set forth in
Section 15.01.

                  "Applicable Depository Procedures" means, with respect to any
transfer or transaction involving a Global Debenture or beneficial interest
therein, the rules and procedures of the Depositary for such Debenture, in each
case to the extent applicable to such transaction and as in effect from time to
time.

                  "Authenticating Agent" means any agent or agents of the
Trustee which at the time shall be appointed and

acting pursuant to Section 6.12.

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

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

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

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

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

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

                  "Capital Securities Guarantee" means the guarantee agreement
that the Company will enter into with Wells Fargo Bank, National Association or
other Persons that operates directly or indirectly for the benefit of holders of
Capital Securities of the Trust.

                  "Capital Treatment Event" means the receipt by the Company and
the Trust of an Opinion of Counsel experienced in such matters to the effect
that, as a result of any amendment to, or 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 Debt
Securities, there is more than an insubstantial risk that the Company will not,
within 90 days of the date of such opinion, be entitled to treat an amount equal
to the aggregate Liquidation Amount of the Capital Securities as "Tier 1
Capital" (or the then equivalent thereof) for purposes of the capital adequacy
guidelines of the Federal Reserve (or any successor regulatory authority with
jurisdiction over bank holding companies), as then in effect and applicable to
the Company (or if the Company is not a bank holding company, such guidelines
applied to the Company as if the Company were subject to such guidelines);
provided, however, that the inability of the Company to treat all or any portion
of the liquidation amount of the Debentures as Tier 1 Capital shall not
constitute the basis for a Capital Treatment Event, if such inability results
from the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve or OTS, as applicable, may now or hereafter qualify for
treatment as Tier 1 Capital under applicable

                                      -2-

capital adequacy guidelines; provided further, however, that the distribution of
the Debt Securities in connection with the liquidation of the Trust by the
Company shall not in and of itself constitute a Capital Treatment Event unless
such liquidation shall have occurred in connection with a Tax Event or an
Investment Company Event.

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

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

                  "Company" means CVB Financial Corporation, a bank holding
company incorporated in California, and, subject to the provisions of Article
XI, shall include its successors and assigns.

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

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

                  "Declaration" means the Amended and Restated Declaration of
Trust of the Trust dated as of December 15, 2003, as amended or supplemented
from time to time.

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

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

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

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

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

                  "DTC" means The Depository Trust Company, a New York
corporation.

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

                                      -3-

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

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

                  "Fixed Rate" means a per annum rate of interest, equal to
6.46% commencing December 15, 2003.

                  "Global Debenture" means a security that evidences all or part
of the Debentures, the ownership and transfers of which shall be made through
book entries by a Depositary.

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

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

                  "Interest Payment Date" means January 7, April 7, July 7 and
October 7 of each year, commencing on January 7, 2004, during the term of this
Indenture.

                  "Interest Rate" has the meaning set forth in Section 2.8.

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

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

                  "LIBOR Banking Day" has the meaning set forth in Section
2.10(b)(1).

                  "LIBOR Business Day" has the meaning set forth in Section
2.10(b)(1).

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

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

                  "Maturity Date" means January 7, 2034.

                  "Notice" has the meaning set forth in Section 2.11.

                  "Officers' Certificate" means a certificate signed by the
Chairman of the Board, the Vice Chairman, the President or any Vice President,
and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the
Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee. Each such certificate shall

                                      -4-

include the statements provided for in Section 14.06 if and to the extent
required by the provisions of such Section.

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

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

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

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

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

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

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

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

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

                  "Principal Office of the Trustee" means the office of the
Trustee, at which at any particular time its corporate trust business shall be
principally administered, which at all times shall be located within the United
States and at the time of the execution of this Indenture shall be 919 Market
Street, Suite 700, Wilmington, DE 19801.

                                      -5-

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

                  "Redemption Price" means 100% of the principal amount of the
Debt Securities being redeemed plus accrued and unpaid interest on such Debt
Securities to the Redemption Date or, in the case of a redemption due to the
occurrence of a Special Event, to the Special Redemption Date if such Special
Redemption Date is on or after January 7, 2009.

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

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

                  "Senior Indebtedness" means, with respect to the Company, (i)
the principal, premium, if any, and interest in respect of (A) indebtedness of
the Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, notes, bonds or other similar instruments issued by the Company;
(ii) all capital lease obligations of the Company; (iii) all obligations of the
Company issued or assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all obligations of the Company
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (iv) all obligations of the Company
for the reimbursement of any letter of credit, any banker's acceptance, any
security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement, any obligation under options
or any similar credit or other transaction; (v) all obligations of the type
referred to in clauses (i) through (iv) above of other Persons for the payment
of which the Company is responsible or liable as obligor, guarantor or
otherwise; and (vi) all obligations of the type referred to in clauses (i)
through (v) above of other Persons secured by any lien on any property or asset
of the Company (whether or not such obligation is assumed by the Company),
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, with the prior approval of the Federal Reserve if not
otherwise generally approved, in the instrument creating or evidencing the same
or pursuant to which the same is outstanding, it is provided that such
obligations are not superior or are pari passu in right of payment to the Debt
Securities.

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

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

                  "Special Redemption Price" means (1) if the Special Redemption
Date is before January 7, 2009, One Hundred Five (105%) of the principal amount
to be redeemed plus any

                                      -6-

accrued and unpaid interest thereon to the date of such redemption and (2) if
the Special Redemption Date is on or after January 7, 2009, the Redemption Price
for such Special Redemption Date.

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

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

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

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

                  "Trust Securities" means Common Securities and Capital
Securities of CVB Statutory Trust II.

                                      -7-

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

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

                  "U.S. Person" has the meaning given to United States Person as
set forth in Section 7701(a)(30) of the Internal Revenue Code of 1986, as
amended.

                  "Variable Rate" means a per annum rate of interest, equal to
LIBOR plus 2.85%, as determined on the LIBOR Determination Date preceding each
Interest Payment Date, reset quarterly, commencing upon expiration of the Fixed
Rate Period.

                                   ARTICLE II

                                 DEBT SECURITIES

SECTION 2.01. Authentication and Dating.

                  Upon the execution and delivery of this Indenture, or from
time to time thereafter, Debt Securities in an aggregate principal amount not in
excess of $41,238,000 may be executed and delivered by the Company to the
Trustee for authentication, and the Trustee shall thereupon authenticate and
make available for delivery said Debt Securities to or upon the written order of
the Company, signed by its Chairman of the Board of Directors, Vice Chairman,
President or Chief Financial Officer or one of its Vice Presidents, without any
further action by the Company hereunder. In authenticating such Debt Securities,
and accepting the additional responsibilities under this Indenture in relation
to such Debt Securities, the Trustee shall be entitled to receive, and (subject
to Section 6.01) shall be fully protected in relying upon a copy of any Board
Resolution or Board Resolutions relating thereto and, if applicable, an
appropriate record of any action taken pursuant to such resolution, in each case
certified by the Secretary or an Assistant Secretary or other officers with
appropriate delegated authority of the Company as the case may be.

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

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

         SECTION 2.02. Form of Trustee's Certificate of Authentication.

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

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

                                      -8-

                  WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual
capacity but solely as trustee

                            By /s/Edward L. Truitt, Jr.
                            ---------------------------------------------------
                            Vice President

         SECTION 2.03. Form and Denomination of Debt Securities.

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

         SECTION 2.04. Execution of Debt Securities.

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

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

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

         SECTION 2.05. Exchange and Registration of Transfer of Debt Securities.

                  The Company shall cause to be kept, at the office or agency
maintained for the purpose of registration of transfer and for exchange as
provided in Section 3.02, a register (the "Debt Security Register") for the Debt
Securities issued hereunder in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration and

                                      -9-

transfer of all Debt Securities as provided in this Article II. Such register
shall be in written form or in any other form capable of being converted into
written form within a reasonable time.

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

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

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

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

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

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE

                                      -10-

SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE
INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES,
REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS
INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE 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 THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER
OR HOLDER OF THIS SECURITY OR ANY INTEREST 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

                                      -11-

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.

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

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

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

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

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

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

                                      -12-

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

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

         SECTION 2.07. Temporary Debt Securities.

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

         SECTION 2.08. Payment of Interest.

                  During the Fixed Rate Period, each Debt Security will bear
interest at the Fixed Rate. Thereafter, each Debt Security will bear interest at
the then applicable Variable Rate from and including each Interest Payment Date
or, in the case of the first interest period, the original

                                      -13-

date of issuance of such Debt Security to, but excluding, the next succeeding
Interest Payment Date or, in the case of the last interest period, the
Redemption Date, Special Redemption Date or Maturity Date, as applicable, on the
principal thereof, on any overdue principal and (to the extent that payment of
such interest is enforceable under applicable law) on Deferred Interest and on
any overdue installment of interest (including Defaulted Interest), payable
(subject to the provisions of Article XII) on each Interest Payment Date
commencing on January 7, 2004. Interest Rate (defined to include the Fixed Rate
and Variable Rate, as applicable) and any Deferred Interest on any Debt Security
that is payable, and is punctually paid or duly provided for by the Company, on
any Interest Payment Date shall be paid to the Person in whose name said Debt
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that
interest and any Deferred Interest payable on the Maturity Date shall be paid to
the Person to whom principal is paid. In the event that any Debt Security or
portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to
such Interest Payment Date, interest on such Debt Security will be paid upon
presentation and surrender of such Debt Security.

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

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

                                      -14-

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

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

         SECTION 2.09. Cancellation of Debt Securities Paid, etc.

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

         SECTION 2.10. Computation of Interest.

                  (a) From December 15, 2003 until January 7, 2009 (the "Fixed
Rate Period"), the interest shall be computed on the basis of a 360-day year of
twelve 30-day months and the amount payable for any partial period shall be
computed on the basis of the number of days elapsed in a 360-day year of twelve
30-day months. Upon expiration of the Fixed Rate Period, the amount of interest
payable for any interest period will be computed on the basis of a 360-day year
and the actual number of days elapsed in the relevant interest period; provided,
however, that upon the occurrence of a Special Event Redemption pursuant to
Section 10.02 the amounts payable pursuant to this Indenture shall be calculated
as set forth in the definition of Special Redemption Price.

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

                           (1) On the second LIBOR Business Day (provided, that
                  on such day commercial banks are open for business (including
                  dealings in foreign currency deposits) in London (a "LIBOR
                  Banking Day"), and otherwise the next preceding LIBOR Business
                  Day that is also a LIBOR Banking Day) prior to January 15,
                  April 15, July 15 and October 15 commencing January 15, 2009
                  (each such day, a "LIBOR Determination Date"), LIBOR shall
                  equal the rate, as obtained by the Calculation Agent for
                  three-month U.S. Dollar deposits in Europe, which appears on
                  Telerate Page 3750 (as defined in the International Swaps and
                  Derivatives Association, Inc. 1991 Interest Rate and Currency
                  Exchange Definitions) or such other page as may replace such
                  Telerate Page 3750, as of 11:00 a.m. (London

                                      -15-

                  time) on such LIBOR Determination Date, as reported by
                  Bloomberg Financial Markets Commodities News. "LIBOR Business
                  Day" means any day that is not a Saturday, Sunday or other day
                  on which commercial banking institutions in New York, New York
                  or Wilmington, Delaware are authorized or obligated by law or
                  executive order to be closed. If such rate is superseded on
                  Telerate Page 3750 by a corrected rate before 12:00 noon
                  (London time) on the same LIBOR Determination Date, the
                  corrected rate as so substituted will be the applicable LIBOR
                  for that LIBOR Determination Date.

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

                           (3) If the Calculation Agent is required but is
                  unable to determine a rate in accordance with at least one of
                  the procedures provided above, LIBOR shall be LIBOR in effect
                  on the previous LIBOR Determination Date (whether or not LIBOR
                  for such period was in fact determined on such LIBOR
                  Determination Date).

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

                  (d) On each LIBOR Determination Date, the Calculation Agent
shall notify, in writing, the Company and the Paying Agent of the applicable
Interest Rate in effect for the related Interest Payment Date. The Calculation
Agent shall, upon the request of the holder of any Debt Securities, provide the
Interest Rate then in effect. All calculations made by the Calculation Agent in
the absence of manifest error shall be conclusive for all purposes and binding
on the Company and the Holders of the Debt Securities. The Paying Agent shall be
entitled to rely on

                                      -16-

information received from the Calculation Agent or the Company as to the
Variable Rate. The Company shall, from time to time, provide any necessary
information to the Paying Agent relating to any original issue discount and
interest on the Debt Securities that is included in any payment and reportable
for taxable income calculation purposes.

         SECTION 2.11. Extension of Interest Payment Period.

                  So long as no Event of Default has occurred and is continuing,
the Company shall have the right, from time to time and without causing an Event
of Default, to defer payments of interest on the Debt Securities by extending
the interest payment period on the Debt Securities at any time and from time to
time during the term of the Debt Securities, for up to twenty consecutive
quarterly periods (each such extended interest payment period, an "Extension
Period"), during which Extension Period no interest shall be due and payable
(except any Additional Interest that may be due and payable). No Extension
Period may end on a date other than an Interest Payment Date. During any
Extension Period, interest will continue to accrue on the Debt Securities, and
interest on such accrued interest (such accrued interest and interest thereon
referred to herein as "Deferred Interest") will accrue at an annual rate equal
to the Interest Rate in effect for such Extension Period, compounded quarterly
from the date such Deferred Interest would have been payable were it not for the
Extension Period, to the extent permitted by law. No interest or Deferred
Interest shall be due and payable during an Extension Period, except at the end
thereof. At the end of any such Extension Period the Company shall pay all
Deferred Interest then accrued and unpaid on the Debt Securities; provided,
however, that no Extension Period may extend beyond the Maturity Date; and
provided further, however, that during any such Extension Period, the Company
shall be subject to the restrictions set forth in Section 3.08 of this
Indenture. Prior to the termination of any Extension Period, the Company may
further extend such period, provided, that such period together with all such
previous and further consecutive extensions thereof shall not exceed twenty
consecutive quarterly periods, or extend beyond the Maturity Date. Upon the
termination of any Extension Period and upon the payment of all Deferred
Interest, the Company may commence a new Extension Period, subject to the
foregoing requirements. The Company must give the Trustee notice of its election
to begin such Extension Period ("Notice") at least one Business Day prior to the
earlier of (i) the next succeeding date on which interest on the Debt Securities
would have been payable except for the election to begin such Extension Period
or (ii) the date such interest is payable, but in any event not later than the
related regular record date. The Notice shall describe, in reasonable detail,
why the Company has elected to begin an Extension Period. The Notice shall
acknowledge and affirm the Company's understanding that it is prohibited from
issuing dividends and other distributions during the Extension Period. Upon
receipt of the Notice, the Initial Purchaser or Placement agent, as applicable,
has the right, at its sole discretion, to disclose the name of the Company, the
fact that the Company has elected to begin an Extension Period and other
information that the Initial Purchaser, or Placement Agent, as applicable, at is
sole discretion, deems relevant to the company's election to begin an Extension
Period. The Trustee shall give notice of the Company's election to begin a new
Extension Period to the Securityholders.

         SECTION 2.12. CUSIP Numbers.

                  The Company in issuing the Debt Securities may use a "CUSIP"
number (if then generally in use), and, if so, the Trustee shall use a "CUSIP"
number in notices of redemption as

                                      -17-

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

                                  ARTICLE III

                       PARTICULAR COVENANTS OF THE COMPANY

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

                  (a) The Company covenants and agrees that it will duly and
punctually pay or cause to be paid all payments due on the Debt Securities at
the place, at the respective times and in the manner provided in this Indenture
and the Debt Securities. At the option of the Company, each installment of
interest on the Debt Securities may be paid (i) by mailing checks for such
interest payable to the order of the holders of Debt Securities entitled thereto
as they appear on the Debt Security Register or (ii) by wire transfer to any
account with a banking institution located in the United States designated by
such Person to the Paying Agent no later than the related record date.

                  (b) The Company will treat the Debt Securities as
indebtedness, and the interest payable in respect of such Debt Securities as
interest, for all U.S. federal income tax purposes. All payments in respect of
such Debt Securities will be made free and clear of U.S. withholding tax to any
beneficial owner thereof that has provided an Internal Revenue Service Form W-8
BEN (or any substitute or successor form) establishing its non-U.S. status for
U.S. federal income tax purposes.

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

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

         SECTION 3.02. Offices for Notices and Payments, etc.

                  So long as any of the Debt Securities remain outstanding, the
Company will maintain in Wilmington, Delaware or in an office or agency where
the Debt Securities may be presented for payment, an office or agency where the
Debt Securities may be presented for

                                      -18-

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

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

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

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

         SECTION 3.04. Provision as to Paying Agent.

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

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

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

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

                  (b) If the Company shall act as its own Paying Agent, it will,
on or before each due date of the payments due on the Debt Securities, set
aside, segregate and hold in trust for the benefit of the holders of the Debt
Securities a sum sufficient to pay such payments so

                                      -19-

becoming due and will notify the Trustee in writing of any failure to take such
action and of any failure by the Company (or by any other obligor under the Debt
Securities) to make any payment on the Debt Securities when the same shall
become due and payable.

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

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

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

                  (e) The Company hereby initially appoints the Trustee to act
as Paying Agent (the "Paying Agent").

         SECTION 3.05. Certificate to Trustee.

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

         SECTION 3.06. Additional Interest.

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

                                      -20-

such mention shall be deemed to include mention of payments of the Additional
Interest provided for in this paragraph to the extent that, in such context,
Additional Interest is, was or would be payable in respect thereof pursuant to
the provisions of this paragraph and express mention of the payment of
Additional Interest (if applicable) in any provisions hereof shall not be
construed as excluding Additional Interest in those provisions hereof where such
express mention is not made, provided, however, that the deferral of the payment
of interest during an Extension Period pursuant to Section 2.11 shall not defer
the payment of any Additional Interest that may be due and payable.

         SECTION 3.07. Compliance with Consolidation Provisions.

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

         SECTION 3.08. Limitation on Dividends.

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

                                      -21-

cash payments in lieu of fractional shares issues in connection therewith, or
(f) payments under the Capital Securities Guarantee).

         SECTION 3.09. Covenants as to the Trust.

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

         SECTION 3.10. Global Debentures.

                  (a) Upon the election of the holder of Outstanding Debentures,
which election need not be in writing, the Debentures owned by such holder shall
be issued in the form of one or more Global Debentures registered in the name of
the Depositary or its nominee. Each Global Debenture issued under this Indenture
shall be registered in the name of the Depositary designated by the Company for
such Global Debenture or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such Global Debenture shall
constitute a single Debenture for all purposes of this Indenture.

                  (b) Notwithstanding any other provision in this Indenture, no
Global Debenture may be exchanged in whole or in part for Debentures registered,
and no transfer of a Global Debenture in whole or in part may be registered, in
the name of any Person other than the Depositary for such Global Debenture or a
nominee thereof unless (i) such Depositary advises the Trustee and the Company
in writing that such Depositary is no longer willing or able to properly
discharge its responsibilities as Depositary with respect to such Global
Debenture, and no qualified successor is appointed by the Company within ninety
(90) days of receipt by the Company of such notice, (ii) such Depositary ceases
to be a clearing agency registered under the Exchange Act and no successor is
appointed by the Company within ninety (90) days after obtaining knowledge of
such event, (iii) the Company executes and delivers to the Trustee a Company
Order stating that the Company elects to terminate the book-entry system through
the Depositary or (iv) an Event of Default shall have occurred and be
continuing. Upon the occurrence of any event specified in clause (i), (ii),
(iii) or (iv) above, the Trustee shall notify the Depositary and instruct the
Depositary to notify all owners of beneficial interests in such Global Debenture
of the occurrence of such event and of the availability of Debentures to such
owners of beneficial interests requesting the same. Upon the issuance of such
Debentures and the registration in the Debenture Register of such Debentures in
the names of the Holders of the beneficial interests therein, the Trustee shall
recognize such holders of beneficial interests as Holders.

                                      -22-

                  (c) If any Global Debenture is to be exchanged for other
Debentures or canceled in part, or if another Debenture is to be exchanged in
whole or in part for a beneficial interest in any Global Debenture, then either
(i) such Global Debenture shall be so surrendered for exchange or cancellation
as provided in this Article II or (ii) the principal amount thereof shall be
reduced or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the principal amount of such other Debenture
to be so exchanged for a beneficial interest therein, as the case may be, by
means of an appropriate adjustment made on the records of the Debenture
registrar, whereupon the Trustee, in accordance with the Applicable Depository
Procedures, shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records. Upon any such surrender or
adjustment of a Global Debenture by the Depositary, accompanied by registration
instructions, the Company shall execute and the Trustee shall authenticate and
deliver any Debentures issuable in exchange for such Global Debenture (or any
portion thereof) in accordance with the instructions of the Depositary. The
Trustee shall not 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.

                  (d) Every Debenture authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Debenture or any portion thereof shall be authenticated and delivered in the
form of, and shall be, a Global Debenture, unless such Debenture is registered
in the name of a Person other than the Depositary for such Global Debenture or a
nominee thereof.

                  (e) Debentures distributed to holders of Book-Entry Capital
Securities (as defined in the Trust Agreement) upon the dissolution of the Trust
shall be distributed in the form of one or more Global Debentures registered in
the name of a Depositary or its nominee, and deposited with the Debentures
registrar, as custodian for such Depositary, or with such Depositary, for credit
by the Depositary to the respective accounts of the beneficial owners of the
Debentures represented thereby (or such other accounts as they may direct).
Debentures distributed to holders of Capital Securities other than Book-Entry
Capital Securities upon the dissolution of the Trust shall not be issued in the
form of a Global Debenture or any other form intended to facilitate book-entry
trading in beneficial interests in such Debentures.

                  (f) The Depositary or its nominee, as the registered owner of
a Global Debenture, shall be the Holder of such Global Debenture for all
purposes under this Indenture and the Debentures, and owners of beneficial
interests in a Global Debenture shall hold such interests pursuant to the
Applicable Depository Procedures. Accordingly, any such owner's beneficial
interest in a Global Debenture shall be shown only on, and the transfer of such
interest shall be effected only through, records maintained by the Depositary or
its nominee or its Depositary Participants. The Debentures registrar and the
Trustee shall be entitled to deal with the Depositary for all purposes of this
Indenture relating to a Global Debenture (including the payment of principal and
interest thereon and the giving of instructions or directions by owners of
beneficial interests therein and the giving of notices) as the sole Holder of
the Debenture and shall have no obligations to the owners of beneficial
interests therein. Neither the Trustee nor the Debentures registrar shall have
any liability in respect of any transfers effected by the Depositary.

                                      -23-

                  (g) The rights of owners of beneficial interests in a Global
Debenture shall be exercised only through the Depositary and shall be limited to
those established by law and agreements between such owners and the Depositary
and/or its Depositary Participants.

                  (h) No holder of any beneficial interest in any Global
Debenture held on its behalf by a Depositary shall have any rights under this
Indenture with respect to such Global Debenture, and such Depositary may be
treated by the Company, the Trustee and any agent of the Company or the Trustee
as the owner of such Global Debenture for all purposes whatsoever. None of the
Company, the Trustee nor any agent of the Company or the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a Global Debenture
or maintaining, supervising or reviewing any records relating to such beneficial
ownership interests. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and such holders of beneficial
interests, the operation of customary practices governing the exercise of the
rights of the Depositary (or its nominee) as holder of any Debenture.

                                   ARTICLE IV

                LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

         SECTION 4.01. Securityholders' Lists.

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

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

                  (b) at such other times as the Trustee may request in writing,
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

                  (c) except that no such lists need be furnished under this
Section 4.01 so long as the Trustee is in possession thereof by reason of its
acting as Debt Security registrar.

         SECTION 4.02. Preservation and Disclosure of Lists.

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

                  (b) In case three or more holders of Debt Securities
(hereinafter referred to as "applicants") apply in writing to the Trustee and
furnish to the Trustee reasonable proof that each

                                      -24-

such applicant has owned a Debt Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other holders of Debt Securities with
respect to their rights under this Indenture or under such Debt Securities and
is accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall within five Business Days
after the receipt of such application, at its election, either:

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

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

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

                  (c) Each and every holder of Debt Securities, by receiving and
holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any Paying Agent shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
holders of Debt Securities in accordance with the provisions of subsection (b)
of this Section 4.02, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing
any material pursuant to a request made under said subsection (b).

                                      -25-

                                   ARTICLE V

      REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT

         SECTION 5.01. Events of Default.

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

                  (b) the Company defaults in the payment of any interest upon
any Debt Security when it becomes due and payable, and continuance of such
default for a period of 30 days; for the avoidance of doubt, an extension of any
interest payment period by the Company in accordance with Section 2.11 of this
Indenture shall not constitute a default under this clause 5.01(a); or

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

                  (d) the Company defaults in the performance of, or breaches,
any of its covenants or agreements in Sections 3.06, 3.07, 3.08 or 3.09 of this
Indenture (other than a covenant or agreement a default in whose performance or
whose breach is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or to
the Company and the Trustee by the holders of not less than 25% in aggregate
principal amount of the outstanding Debt Securities, a written notice specifying
such default or breach and requiring it to be remedied and stating that such
notice is a "Notice of Default' hereunder; or

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

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

                  the Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection with (1) the distribution of the Debt Securities to holders of the
Trust Securities in liquidation of their interests in the Trust,

                                      -26-

(2) the redemption of all of the outstanding Trust Securities or (3) certain
mergers, consolidations or amalgamations, each as permitted by the Declaration.

                  If an Event of Default occurs and is continuing with respect
to the Debt Securities, then, and in each and every such case, unless the
principal of the Debt Securities shall have already become due and payable,
either the Trustee or the holders of not less than 25% in aggregate principal
amount of the Debt Securities then outstanding hereunder, by notice in writing
to the Company (and to the Trustee if given by Securityholders), may declare the
entire principal of the Debt Securities and the interest accrued, but unpaid,
thereon, if any, to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable.

                  The foregoing provisions, however, are subject to the
condition that if, at any time after the principal of the Debt Securities shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, (i) the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all the Debt
Securities and all payments on the Debt Securities which shall have become due
otherwise than by acceleration (with interest upon all such payments and
Deferred Interest, to the extent permitted by law) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee and each predecessor
Trustee, their respective agents, attorneys and counsel, and all other amounts
due to the Trustee pursuant to Section 6.06, if any, and (ii) all Events of
Default under this Indenture, other than the non-payment of the payments on Debt
Securities which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein, then and in every such case the
holders of a majority in aggregate principal amount of the Debt Securities then
outstanding, by written notice to the Company and to the Trustee, may waive all
defaults and rescind and annul such declaration and its consequences, but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

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

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

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

                                      -27-

Company shall fail forthwith to pay such amounts upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and
empowered to institute any actions or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor on such Debt Securities
and collect in the manner provided by law out of the property of the Company or
any other obligor on such Debt Securities wherever situated the moneys adjudged
or decreed to be payable.

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

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

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

                                      -28-

express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Debt Securities.

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

         SECTION 5.03. Application of Moneys Collected by Trustee.

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

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

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

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

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

         SECTION 5.04. Proceedings by Securityholders.

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

                  Notwithstanding any other provisions in this Indenture,
however, the right of any holder of any Debt Security to receive payment of the
principal of, premium, if any, and interest on such Debt Security when due, or
to institute suit for the enforcement of any such payment, shall not be impaired
or affected without the consent of such holder. For the protection and

                                      -29-

enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

         SECTION 5.05. Proceedings by Trustee.

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

         SECTION 5.06. Remedies Cumulative and Continuing.

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

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

                  The holders of a majority in aggregate principal amount of the
Debt Securities affected (voting as one class) at the time outstanding shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to such Debt Securities; provided,
however, that (subject to the provisions of Section 6.01) the Trustee shall have
the right to decline to follow any such direction if the Trustee shall determine
that the action so directed would be unjustly prejudicial to the holders not
taking part in such direction or if the Trustee being advised by counsel
determines that the action or proceeding so directed may not lawfully be taken
or if a Responsible Officer of the Trustee shall determine that the action or
proceedings so directed would involve the Trustee in personal liability. Prior
to any declaration accelerating the maturity of the Debt Securities, the holders
of a majority in aggregate principal amount of the Debt Securities at the time
outstanding may on behalf of the holders of all of the Debt Securities waive (or
modify any previously granted waiver of) any past default or Event of Default
and its consequences, except a default (a) in the payment of principal of,
premium, if any, or interest on any of the Debt Securities, (b) in respect of
covenants or provisions hereof which cannot be modified or amended without the
consent of the holder of each Debt Security

                                      -30-

affected, or (c) in respect of the covenants contained in Section 3.09;
provided, however, that if the Debt Securities are held by the Trust or a
trustee of such trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in liquidation preference of the Trust
Securities of the Trust shall have consented to such waiver or modification to
such waiver; provided, further, that if the consent of the holder of each
outstanding Debt Security is required, such waiver shall not be effective until
each holder of the Trust Securities of the Trust shall have consented to such
waiver. Upon any such waiver, the default covered thereby shall be deemed to be
cured for all purposes of this Indenture and the Company, the Trustee and the
holders of the Debt Securities shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 5.07, said default or Event of Default shall
for all purposes of the Debt Securities and this Indenture be deemed to have
been cured and to be not continuing.

         SECTION 5.08. Notice of Defaults.

                  The Trustee shall, within 90 days after a Responsible Officer
of the Trustee shall have actual knowledge or received written notice of the
occurrence of a default with respect to the Debt Securities, mail to all
Securityholders, as the names and addresses of such holders appear upon the Debt
Security Register, notice of all defaults with respect to the Debt Securities
known to the Trustee, unless such defaults shall have been cured before the
giving of such notice (the term "defaults" for the purpose of this Section 5.08
being hereby defined to be the events specified in subsections (a), (b), (c),
(d) and (e) of Section 5.01, not including periods of grace, if any, provided
for therein); provided, that, except in the case of default in the payment of
the principal of, premium, if any, or interest on any of the Debt Securities,
the Trustee shall be protected in withholding such notice if and so long as a
Responsible Officer of the Trustee in good faith determines that the withholding
of such notice is in the interests of the Securityholders.

         SECTION 5.09. Undertaking to Pay Costs.

                  All parties to this Indenture agree, and each holder of any
Debt Security by such holder's acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 5.09 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding in the aggregate more than
10% in principal amount of the Debt Securities outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Debt Security against the
Company on or after the same shall have become due and payable.

                                      -31-

                                   ARTICLE VI

                             CONCERNING THE TRUSTEE

         SECTION 6.01. Duties and Responsibilities of Trustee.

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

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

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

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

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

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

                  (c) the Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith, in accordance with the
direction of the Securityholders pursuant to Section 5.07, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture;

                                      -32-

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

                  (e) in the absence of bad faith on the part of the
Trustee, the Trustee may seek and rely on reasonable instructions from the
Company.

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

         SECTION 6.02. Reliance on Documents, Opinions, etc.

                  Except as otherwise provided in Section 6.01:

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

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

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

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

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

                                      -33-

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

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

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

         SECTION 6.03. No Responsibility for Recitals, etc.

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

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

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

         SECTION 6.05. Moneys to be Held in Trust.

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

                                      -34-

         SECTION 6.06. Compensation and Expenses of Trustee.

                  The Company covenants and agrees to pay to the Trustee from
time to time, and the Trustee shall be entitled to, such compensation as shall
be agreed to in writing between the Company and the Trustee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust), and the Company will pay or reimburse the Trustee upon its
written request for all documented reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the
provisions of this Indenture (including the reasonable compensation and the
reasonable expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance that
arises from its negligence or bad faith. The Company also covenants to indemnify
each of the Trustee (including in its individual capacity) and any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, damage, claim, liability or expense
including taxes (other than taxes based on the income of the Trustee), except to
the extent such loss, damage, claim, liability or expense results from the
negligence or bad faith of such indemnitee, arising out of or in connection with
the acceptance or administration of this Trust, including the costs and expenses
of defending itself against any claim or liability in the premises. The
obligations of the Company under this Section 6.06 to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for documented expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Debt Securities upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the benefit of the holders of particular
Debt Securities.

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

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

         SECTION 6.07. Officers' Certificate as Evidence.

                  Except as otherwise provided in Sections 6.01 and 6.02,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee, and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken
or omitted by it under the provisions of this Indenture upon the faith thereof.

                                      -35-

         SECTION 6.08. Eligibility of Trustee.

                  The Trustee hereunder shall at all times be a U.S. Person that
is a banking corporation or national association organized and doing business
under the laws of the United States of America or any state thereof or of the
District of Columbia and authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least fifty million U.S.
dollars ($50,000,000) and subject to supervision or examination by federal,
state, or District of Columbia authority. If such corporation or national
association publishes reports of condition at least annually, pursuant to law or
to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 6.08 the combined capital and surplus of such
corporation or national association shall be deemed to be its combined capital
and surplus as set forth in its most recent records of condition so published.

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

                  In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.08, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.09.

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

         SECTION 6.09. Resignation or Removal of Trustee, Calculation Agent,
Paying Agent or Debt Security Register.

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

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

                                      -36-

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

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

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

then, in any such case, the Company may remove the Trustee and appoint a
successor Trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Section 5.09, if no successor Trustee shall have been so appointed
and have accepted appointment within 30 days of the occurrence of any of (1),
(2) or (3) above, any Securityholder who has been a bona fide holder of a Debt
Security or Debt Securities for at least six months may, on behalf of himself or
herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor Trustee.

                  (c) Upon prior written notice to the Company and the Trustee,
the holders of a majority in aggregate principal amount of the Debt Securities
at the time outstanding may at any time remove the Trustee and nominate a
successor Trustee, which shall be deemed appointed as successor Trustee unless
within ten Business Days after such nomination the Company objects thereto, in
which case or in the case of a failure by such holders to nominate a successor
Trustee, the Trustee so removed or any Securityholder, upon the terms and
conditions and otherwise as in subsection (a) of this Section 6.09 provided, may
petition any court of competent jurisdiction for an appointment of a successor.

                  (d) Any resignation or removal of the Trustee, the Calculation
Agent, the Paying Agent and any Debt Security Register and appointment of a
successor pursuant to any of the provisions of this Section 6.09 shall become
effective upon acceptance of appointment by the successor as provided in Section
6.10.

         SECTION 6.10. Acceptance by Successor.

                  Any successor Trustee, Calculation Agent, Paying Agent or Debt
Security Register appointed as provided in Section 6.09 shall execute,
acknowledge and deliver to the Company and to its predecessor an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the retiring party shall become effective and such successor, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations with respect to the Debt Securities of its
predecessor hereunder,

                                      -37-

with like effect as if originally named herein; but, nevertheless, on the
written request of the Company or of the successor, the party ceasing to act
shall, upon payment of the amounts then due it pursuant to the provisions of
Section 6.06, execute and deliver an instrument transferring to such successor
all the rights and powers of the party so ceasing to act and shall duly assign,
transfer and deliver to such successor all property and money held by such
retiring party hereunder. Upon request of any such successor, the Company shall
execute any and all instruments in writing for more fully and certainly vesting
in and confirming to such successor all such rights and powers. Any party
ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected to secure any amounts then due it pursuant to the provisions
of Section 6.06.

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

                  No successor Trustee shall accept appointment as provided in
this Section 6.10 unless at the time of such acceptance such successor Trustee
shall be eligible and qualified under the provisions of Section 6.08.

                  In no event shall a retiring Trustee, Calculation Agent,
Paying Agent or Debt Security Register be liable for the acts or omissions of
any successor hereunder.

                  Upon acceptance of appointment by a successor Trustee,
Calculation Agent, Paying Agent or Debt Security Register as provided in this
Section 6.10, the Company shall mail notice of the succession to the holders of
Debt Securities at their addresses as they shall appear on the Debt Security
Register. If the Company fails to mail such notice within ten Business Days
after the acceptance of appointment by the successor, the successor shall cause
such notice to be mailed at the expense of the Company.

         SECTION 6.11. Succession by Merger, etc.

                  Any Person into which the 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 Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder without the execution
or filing of any paper or any further act on the part of any of the parties
hereto; provided, that such Person shall be otherwise eligible and qualified
under this Article.

                                      -38-

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

         SECTION 6.12. Authenticating Agents.

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

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

                  Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee and to the Company. The Trustee may
at any time terminate the agency of any Authenticating Agent with respect to the
Debt Securities by giving written notice of termination to such Authenticating
Agent and to the Company. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time any Authenticating Agent shall cease
to be eligible under this Section 6.12, the Trustee may, and upon the request of
the Company shall, promptly appoint a successor Authenticating Agent eligible
under this Section

                                      -39-

6.12, shall give written notice of such appointment to the Company and shall
mail notice of such appointment to all holders of Debt Securities as the names
and addresses of such holders appear on the Debt Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all rights, powers, duties and responsibilities with
respect to the Debt Securities of its predecessor hereunder, with like effect as
if originally named as Authenticating Agent herein.

                  The Company agrees to pay to any Authenticating Agent from
time to time reasonable compensation for its services. Any Authenticating Agent
shall have no responsibility or liability for any action taken by it as such in
accordance with the directions of the Trustee and shall receive such reasonable
indemnity as it may require against the costs, expenses and liabilities incurred
in furtherance of its duties under this Section 6.12.

                                  ARTICLE VII

                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.01. Action by Securityholders.

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

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

                                      -40-

         SECTION 7.02. Proof of Execution by Securityholders.

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

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

         SECTION 7.03. Who Are Deemed Absolute Owners.

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

         SECTION 7.04. Debt Securities Owned by Company Deemed Not Outstanding.

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

                                      -41-

         SECTION 7.05. Revocation of Consents; Future Holders Bound.

                  At any time prior to (but not after) the evidencing to the
Trustee, as provided in Section 7.01, of the taking of any action by the holders
of the percentage in aggregate principal amount of the Debt Securities specified
in this Indenture in connection with such action, any holder (in cases where no
record date has been set pursuant to Section 7.01) or any holder as of an
applicable record date (in cases where a record date has been set pursuant to
Section 7.01) of a Debt Security (or any Debt Security issued in whole or in
part in exchange or substitution therefor) the serial number of which is shown
by the evidence to be included in the Debt Securities the holders of which have
consented to such action may, by filing written notice with the Trustee at the
Principal Office of the Trustee and upon proof of holding as provided in Section
7.02, revoke such action so far as concerns such Debt Security (or so far as
concerns the principal amount represented by any exchanged or substituted Debt
Security). Except as aforesaid any such action taken by the holder of any Debt
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Debt Security, and of any Debt Security issued in
exchange or substitution therefor or on registration of transfer thereof,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or any Debt Security issued in exchange or substitution therefor.

                                  ARTICLE VIII

                            SECURITYHOLDERS' MEETINGS

         SECTION 8.01. Purposes of Meetings.

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

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

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

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

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

         SECTION 8.02. Call of Meetings by Trustee.

                  The Trustee may at any time call a meeting of Securityholders
to take any action specified in Section 8.01, to be held at such time and at
such place in New York or Wilmington, Delaware, as the Trustee shall determine.
Notice of every meeting of the Securityholders, setting

                                      -42-

forth the time and the place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be mailed to holders of Debt
Securities affected at their addresses as they shall appear on the Debt
Securities Register. Such notice shall be mailed not less than 20 nor more than
180 days prior to the date fixed for the meeting.

         SECTION 8.03. Call of Meetings by Company or Securityholders.

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

         SECTION 8.04. Qualifications for Voting.

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

         SECTION 8.05. Regulations.

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

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

                  Subject to the provisions of Section 7.04, at any meeting each
holder of Debt Securities with respect to which such meeting is being held or
proxy therefor shall be entitled to one vote for each $1,000 principal amount of
Debt Securities held or represented by such holder; provided, however, that no
vote shall be cast or counted at any meeting in respect of any Debt Security
challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than
by virtue of Debt Securities held by such chairman or instruments in writing as
aforesaid duly designating such

                                      -43-

chairman as the Person to vote on behalf of other Securityholders. Any meeting
of Securityholders duly called pursuant to the provisions of Section 8.02 or
8.03 may be adjourned from time to time by a majority of those present, whether
or not constituting a quorum, and the meeting may be held as so adjourned
without further notice.

         SECTION 8.06. Voting.

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

         SECTION 8.07. Quorum; Actions.

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

                                      -44-

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

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. Supplemental Indentures without Consent of
Securityholders.

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

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

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

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

                                      -45-

                  (d) to add to, delete from, or revise the terms of Debt
Securities, including, without limitation, any terms relating to the issuance,
exchange, registration or transfer of Debt Securities, including to provide for
transfer procedures and restrictions substantially similar to those applicable
to the Capital Securities, as required by Section 2.05 (for purposes of assuring
that no registration of Debt Securities is required under the Securities Act of
1933, as amended); provided, that any such action shall not adversely affect the
interests of the holders of the Debt Securities then outstanding (it being
understood, for purposes of this proviso, that transfer restrictions on Debt
Securities substantially similar to those applicable to Capital Securities shall
not be deemed to adversely affect the holders of the Debt Securities);

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

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

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

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

                  Any supplemental indenture authorized by the provisions of
this Section 9.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Debt Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

         SECTION 9.02. Supplemental Indentures with Consent of Securityholders.

                  With the consent (evidenced as provided in Section 7.01) of
the holders of not less than a majority in aggregate principal amount of the
Debt Securities at the time outstanding affected by such supplemental indenture
(voting as a class), the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act, then in effect, applicable to indentures qualified
thereunder) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner the rights of the holders
of the Debt Securities; provided, however, that no such supplemental indenture
shall without such consent of the holders of each Debt Security then outstanding
and affected thereby (i) extend the fixed maturity of any Debt Security, or
reduce the principal amount thereof or any premium

                                      -46-

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

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

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

                  It shall not be necessary for the consent of the
Securityholders under this Section 9.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

         SECTION 9.03. Effect of Supplemental Indentures.

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

         SECTION 9.04. Notation on Debt Securities.

                  Debt Securities authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article IX may bear a notation as to

                                      -47-

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

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

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

                                   ARTICLE X

                            REDEMPTION OF SECURITIES

         SECTION 10.01. Optional Redemption.

                  At any time the Company shall have the right, subject to the
receipt by the Company of prior approval from the Federal Reserve, if then
required under applicable capital guidelines or policies of the Federal Reserve,
to redeem the Debt Securities, in whole or in part, on any January 7, April 7,
July 7 or October 7 on or after January 7, 2009 (the "Redemption Date"), at the
Redemption Price.

         SECTION 10.02. Special Event Redemption.

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

         SECTION 10.03. Notice of Redemption; Selection of Debt Securities.

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

                                      -48-

whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security.

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

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

                  The Company will give the Trustee notice not less than 45 nor
more than 60 days prior to the redemption date as to the redemption price at
which the Debt Securities are to be redeemed and the aggregate principal amount
of Debt Securities to be redeemed and the Trustee shall select, in such manner
as in its sole discretion it shall deem appropriate and fair, the Debt
Securities or portions thereof (in integral multiples of $1,000) to be redeemed.

         SECTION 10.04. Payment of Debt Securities Called for Redemption.

                  If notice of redemption has been given as provided in Section
10.03, the Debt Securities or portions of Debt Securities with respect to which
such notice has been given shall become due and payable on the Redemption Date
or the Special Redemption Date (as the case may be) and at the place or places
stated in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption, and on and after said Redemption Date
or the Special Redemption Date (unless the Company shall default in the payment
of such Debt Securities at the redemption price, together with interest accrued
to said date) interest on the Debt Securities or portions of Debt Securities so
called for redemption shall cease to accrue. On presentation and surrender of
such Debt Securities at a place of payment specified in said notice, such Debt
Securities or the specified portions thereof shall be paid and redeemed by the
Company at the applicable redemption price, together with interest accrued
thereon to the Redemption Date or the Special Redemption Date (as the case may
be).

                  Upon presentation of any Debt Security redeemed in part only,
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the holder thereof, at the expense of the Company, a new Debt
Security or Debt Securities of authorized

                                      -49-

denominations in principal amount equal to the unredeemed portion of the Debt
Security so presented.

                                   ARTICLE XI

                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

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

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

         SECTION 11.02. Successor Entity to be Substituted.

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

                                      -50-

as the Debt Securities theretofore or thereafter issued in accordance with the
terms of this Indenture as though all of such Debt Securities had been issued at
the date of the execution hereof.

         SECTION 11.03. Opinion of Counsel to be Given to Trustee.

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

                                  ARTICLE XII

                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 12.01. Discharge of Indenture.

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

                                      -51-

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

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

         SECTION 12.03. Paying Agent to Repay Moneys Held.

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

         SECTION 12.04. Return of Unclaimed Moneys.

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

                                  ARTICLE XIII

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

         SECTION 13.01. Indenture and Debt Securities Solely Corporate
Obligations.

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

                                      -52-

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

         SECTION 14.01. Successors.

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

         SECTION 14.02. Official Acts by Successor Entity.

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

         SECTION 14.03. Surrender of Company Powers.

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

         SECTION 14.04. Addresses for Notices, etc.

                  Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the
Securityholders on the Company may be given or served in writing by being
deposited postage prepaid by registered or certified mail in a post office
letter box addressed (until another address is filed by the Company with the
Trustee for such purpose) to the Company at:

                            CVB Financial Corporation
                         701 N. Haven Avenue, Suite 350
                                Ontario, CA 91764
                             Attention: Ed Biebrich]

                  Any notice, direction, request or demand by any Securityholder
or the Company to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the office of
Wells Fargo Bank, National Association at:

                                919 Market Street
                                    Suite 700
                              Wilmington, DE 19801
                       Attention: Corporate Trust Division

                                      -53-

         SECTION 14.05. Governing Law.

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

         SECTION 14.06. Evidence of Compliance with Conditions Precedent.

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

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

         SECTION 14.07. Non-Business Days.

                  In any case where the date of payment of interest on or
principal of the Debt Securities is not a Business Day, the payment of such
interest on or principal of the Debt Securities need not be made on such date
but may be made on the next succeeding Business Day, with the same force and
effect as if made on the date of payment, except if such Business Day is in the
next succeeding calendar year, such payment will be made on the immediately
preceding Business Day.

         SECTION 14.08. Table of Contents, Headings, etc.

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

         SECTION 14.09. Execution in Counterparts.

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

                                      -54-

         SECTION 14.10. Separability.

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

         SECTION 14.11. Assignment.

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

         SECTION 14.12. Acknowledgment of Rights.

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

                                   ARTICLE XV

                        SUBORDINATION OF DEBT SECURITIES

         SECTION 15.01. Agreement to Subordinate.

                  The Company covenants and agrees, and each holder of Debt
Securities issued hereunder and under any supplemental indenture (the
"Additional Provisions") by such Securityholder's acceptance thereof likewise
covenants and agrees, that all Debt Securities shall be issued subject to the
provisions of this Article XV; and each holder of a Debt Security,

                                      -55-

whether upon original issue or upon transfer or assignment thereof, accepts and
agrees to be bound by such provisions.

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

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

         SECTION 15.02. Default on Senior Indebtedness.

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

                  In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee when such payment is prohibited by the
preceding paragraph of this Section 15.02, such payment shall, subject to
Section 15.06, be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee in writing within 90 days of such payment of the amounts then due
and owing on the Senior Indebtedness and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Senior Indebtedness.

         SECTION 15.03. Liquidation; Dissolution; Bankruptcy.

                  Upon any payment by the Company or distribution of assets of
the Company of any kind or character, whether in cash, property or securities,
to creditors upon any dissolution or winding- up or liquidation or
reorganization of the Company, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings, all amounts due upon
all Senior Indebtedness of the Company shall first be paid in full, or payment
thereof provided for in money in accordance with its terms, before any payment
is made by the Company on the Debt Securities; and upon any such dissolution or
winding-up or liquidation or reorganization, any payment by the Company, or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Securityholders or the Trustee would be
entitled to receive from the Company, except for the provisions of this Article
XV, shall be paid by the Company, or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Securityholders or by the Trustee under

                                      -56-

this Indenture if received by them or it, directly to the holders of Senior
Indebtedness of the Company (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Indebtedness in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Securityholders.

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

                  For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment, the payment of which
is subordinated at least to the extent provided in this Article XV with respect
to the Debt Securities to the payment of all Senior Indebtedness of the Company,
that may at the time be outstanding, provided, that (a) such Senior Indebtedness
is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (b) the rights of the holders of such Senior
Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided for in Article IX of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes
of this Section 15.03 if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article IX of this Indenture. Nothing in Section 15.02 or in this Section
15.03 shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 6.06 of this Indenture.

         SECTION 15.04. Subrogation.

                  Subject to the payment in full of all Senior Indebtedness of
the Company, the Securityholders shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable to such Senior
Indebtedness until all payments due on the Debt Securities shall be paid in
full; and, for the purposes of such subrogation, no payments or distributions to
the holders of such Senior

                                      -57-

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

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

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

         SECTION 15.05. Trustee to Effectuate Subordination.

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

         SECTION 15.06. Notice by the Company.

                  The Company shall give prompt written notice to a Responsible
Officer of the Trustee at the Principal Office of the Trustee of any fact known
to the Company that would prohibit the making of any payment of moneys to or by
the Trustee in respect of the Debt Securities pursuant to the provisions of this
Article XV. Notwithstanding the provisions of this

                                      -58-

Article XV or any other provision of this Indenture or any Additional
Provisions, the Trustee shall not be charged with knowledge of the existence of
any facts that would prohibit the making of any payment of moneys to or by the
Trustee in respect of the Debt Securities pursuant to the provisions of this
Article XV, unless and until a Responsible Officer of the Trustee at the
Principal Office of the Trustee shall have received written notice thereof from
the Company or a holder or holders of Senior Indebtedness or from any trustee
therefor; and before the receipt of any such written notice, the Trustee,
subject to the provisions of Article VI of this Indenture, shall be entitled in
all respects to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 15.06 at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest on any Debt
Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purposes for which they were received, and shall not be affected
by any notice to the contrary that may be received by it within two Business
Days prior to such date.

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

         SECTION 15.07. Rights of the Trustee, Holders of Senior Indebtedness.

                  The Trustee in its individual capacity shall be entitled to
all the rights set forth in this Article XV in respect of any Senior
Indebtedness at any time held by it, to the same extent as any other holder of
Senior Indebtedness, and nothing in this Indenture or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.

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

                                      -59-

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

         SECTION 15.08. Subordination May Not Be Impaired.

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

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

                  Wells Fargo Bank, National Association, in its capacity as
Trustee, hereby accepts the trusts in this Indenture declared and provided, upon
the terms and conditions herein above set forth.

                                      -60-

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

                         CVB FINANCIAL CORPORATION

                         By: /s/ Edward J. Biebrich Jr.
                             --------------------------
                             Edward J. Biebrich Jr.
                             Executive Vice President/Chief Financial Officer

                         WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE

                         By: /s/ Edward L. Truitt, Jr.
                             --------------------------
                             Edward L. Truitt, Jr.
                             Vice President

                                                                    Exhibit 4.13

                                    EXHIBIT A

                    FORM OF JUNIOR SUBORDINATED DEBT SECURITY
                                    DUE 2034

                           [FORM OF FACE OF SECURITY]

                  THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT,
OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE
COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES
(C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

                  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES,
REPRESENTS AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS
INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE 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

                                     A-1-1

                                                                    Exhibit 4.13

SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO
PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR
ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION 96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION
OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF
ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY
PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST 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.

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

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

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

                                     A-1-2

                                                                    Exhibit 4.13

               Form of Junior Subordinated Debt Security due 2034

                                       of

                            CVB Financial Corporation

                  CVB Financial Corporation, a bank holding company incorporated
in California (the "Company"), for value received promises to pay to Wells Fargo
Bank, National Association, not in its individual capacity but solely as
Institutional Trustee for CVB Statutory Trust II, a Delaware statutory trust
(the "Holder"), or registered assigns, the principal sum of Forty One Million
Two Hundred Thirty Eight Thousand Dollars on January 7, 2034 and to pay interest
on said principal sum from December 15, 2003, or from the most recent interest
payment date (each such date, an "Interest Payment Date") to which interest has
been paid or duly provided for, quarterly (subject to deferral as set forth
herein) in arrears on January 7, April 7, July 7 and October 7 of each year
commencing January 7, 2004, at the rate of 6.46% (the "Fixed Rate") per annum
until January 7, 2009 (the "Fixed Rate Period") and thereafter at a variable per
annum rate equal to LIBOR (as defined in the Indenture) plus 2.85% (the
"Variable Rate") until the principal hereof shall have become due and payable,
and on any overdue principal and (without duplication and to the extent that
payment of such interest is enforceable under applicable law) on any overdue
installment of interest at an annual rate equal to the Interest Rate in effect
for each such Extension Period compounded quarterly. The amount of interest
payable on any Interest Payment Date shall be computed during the Fixed Rate
Period on the basis of a 360-day year of twelve 30-day months, and thereafter on
the basis of a 360-day year and the actual number of days elapsed in the
relevant interest period. In the event that any date on which the principal or
interest is payable on this Debt Security is not a Business Day, then payment
payable on such date will be made on the next succeeding day that is a Business
Day, except that, if such Business Day is in the next succeeding calendar year,
such payment shall be made on the immediately preceding Business Day, in each
case with the same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Debt Security (or one or more Predecessor Securities, as
defined in said Indenture) is registered at the close of business on the regular
record date for such interest installment, except that interest and any Deferred
Interest payable on the Maturity Date shall be paid to the Person to whom
principal is paid. Any such interest installment not punctually paid or duly
provided for shall forthwith cease to be payable to the registered holders on
such regular record date and may be paid to the Person in whose name this Debt
Security (or one or more Predecessor Debt Securities) is registered at the close
of business on a special record date to be fixed by the Trustee for the payment
of such defaulted interest, notice whereof shall be given to the registered
holders of the Debt Securities not less than 10 days prior to such special
record date, all as more fully provided in the Indenture. The principal of and
interest on this Debt Security shall be payable at the office or agency of the
Trustee (or other Paying Agent appointed by the Company) maintained for that
purpose in any coin or currency of the United States of America that at the time
of payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company by
check mailed to the registered holder at such address as shall appear in the
Debt Security Register or by wire transfer to an account appropriately
designated by the holder hereof. Notwithstanding the foregoing, so long as the
holder of this Debt Security is the Institutional Trustee, the payment of the
principal of and

                                     A-1-3

                                                                    Exhibit 4.13

interest on this Debt Security will be made in immediately available funds at
such place and to such account as may be designated by the Trustee.

                  Upon submission of Notice (as defined in the Indenture) and so
long as no Event of Default has occurred and is continuing, the Company shall
have the right, from time to time and without causing an Event of Default, to
defer payments of interest on the Debt Securities by extending the interest
payment period on the Debt Securities at any time and from time to time during
the term of the Debt Securities, for up to 20 consecutive quarterly periods
(each such extended interest payment period, an "Extension Period"), during
which Extension Period no interest shall be due and payable (except any
Additional Interest that may be due and payable). During any Extension Period,
interest will continue to accrue on the Debt Securities, and interest on such
accrued interest (such accrued interest and interest thereon referred to herein
as "Deferred Interest") will accrue at an annual rate equal to the Interest Rate
(defined to mean the Fixed Rate or Variable Rate, as applicable) in effect for
each such Extension Period, compounded quarterly from the date such Deferred
Interest would have been payable were it not for the Extension Period, to the
extent permitted by law. No Extension Period may end on a date other than an
Interest Payment Date. At the end of any such Extension Period the Company shall
pay all Deferred Interest then accrued and unpaid on the Debt Securities;
provided, however, that no Extension Period may extend beyond the Maturity Date
and provided, further, however, during any such Extension Period, the Company
may not (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Company's capital stock or (ii) make any payment on or repay, repurchase or
redeem any debt securities of the Company that rank pari passu in all respects
with or junior in interest to the Debt Securities (other than (a) repurchases,
redemptions or other acquisitions of shares of capital stock of the Company (A)
in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, (B) in connection with a dividend reinvestment or
stockholder stock purchase plan or (C) in connection with the issuance of
capital stock of the Company (or securities convertible into or exercisable for
such capital stock), as consideration in an acquisition transaction entered into
prior to the applicable Extension Period, (b) as a result of any exchange or
conversion of any class or series of the Company's capital stock (or any capital
stock of a subsidiary of the Company) for any class or series of the Company's
capital stock or of any class or series of the Company's indebtedness for any
class or series of the Company's capital stock, (c) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any
stockholder's rights plan, or the issuance of rights, stock or other property
under any stockholder's rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock). Prior
to the termination of any Extension Period, the Company may further extend such
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 Deferred Interest, the Company may
commence a new Extension Period, subject to the foregoing requirements. No
interest or Deferred Interest shall be due and payable during an Extension
Period, except at the end thereof, but Deferred Interest shall accrue upon

                                     A-1-4

                                                                    Exhibit 4.13

each installment of interest that would otherwise have been due and payable
during such Extension Period until such installment is paid. The Company must
give the Trustee notice of its election to begin such Extension Period at least
one Business Day prior to the earlier of (i) the next succeeding date on which
interest on the Debt Securities would have been payable except for the election
to begin such Extension Period or (ii) the date such interest is payable, but in
any event not later than the related regular record date.

                  The indebtedness evidenced by this Debt Security is, to the
extent provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness, and this Debt Security is
issued subject to the provisions of the Indenture with respect thereto. Each
holder of this Debt Security, by accepting the same, (a) agrees to and shall be
bound by such provisions, (b) authorizes and directs the Trustee on such
holder's behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination so provided and (c) appoints the
Trustee such holder's attorney-in-fact for any and all such purposes. Each
holder hereof, by such holder's acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

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

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

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

                                     A-1-5

                                                                    Exhibit 4.13

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

                                CVB Financial Corporation

                            By: /s/ Edward J. Biebrich Jr.
                                ---------------------------
                                Edward J. Biebrich Jr.
                                Executive Vice President/Chief Financial Officer

Dated: December 15, 2003

                          CERTIFICATE OF AUTHENTICATION

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

                              Wells Fargo Bank, National Association, not in its
                              individual capacity but solely as the Trustee

                            By: /s/ Edward L. Truitt, Jr.
                                -------------------------
                                Edward L. Truitt, Jr.
                                Vice President

Dated: December 15, 2003

                                     A-1-6

                                                                    Exhibit 4.13

                          [FORM OF REVERSE OF SECURITY]

                  This Debt Security is one of a duly authorized series of Debt
Securities of the Company, all issued or to be issued pursuant to an Indenture
(the "Indenture"), dated as of December 15, 2003, duly executed and delivered
between the Company and Wells Fargo Bank, National Association, as Trustee (the
"Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debt Securities (referred to herein as the "Debt Securities")
of which this Debt Security is a part. The summary of the terms of this Debt
Security contained herein does not purport to be complete and is qualified by
reference to the Indenture.

                  Upon the occurrence and continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event (each a "Special Event"),
this Debt Security may become due and payable, in whole but not in part, at any
time, within 90 days following the occurrence of such Tax Event, Investment
Company Event or Capital Treatment Event (the "Special Redemption Date"), as the
case may be, at the Special Redemption Price. The Company shall also have the
right to redeem this Debt Security at the option of the Company, in whole or in
part, on any January 7, April 7, July 7 or October 7 on or after January 7, 2009
(a "Redemption Date"), at the Redemption Price.

                  Any redemption pursuant to the preceding paragraph will be
made, subject to the receipt by the Company of prior approval from the Board of
Governors of the Federal Reserve System (the "Federal Reserve") if then required
under applicable capital guidelines or policies of the Federal Reserve, upon not
less than 30 days' nor more than 60 days' notice. If the Debt Securities are
only partially redeemed by the Company, the Debt Securities will be redeemed pro
rata or by lot or by any other method utilized by the Trustee.

                  "Redemption Price" means 100% of the principal amount of the
Debt Securities being redeemed plus accrued and unpaid interest on such Debt
Securities to the Redemption Date or, in the case of a redemption due to the
occurrence of a Special Event, to the Special Redemption Date if such Special
Redemption Date is on or after January 7, 2009.

                  "Special Redemption Price" means (1) if the Special Redemption
Date is before January 7, 2009, One Hundred Five Percent (105%) of the principal
amount to be redeemed plus any accrued and unpaid interest thereon to the date
of such redemption and (2) if the Special Redemption Date is on or after January
7, 2009, the Redemption Price for such Special Redemption Date.

                  In the event of redemption of this Debt Security in part only,
a new Debt Security or Debt Securities for the unredeemed portion hereof will be
issued in the name of the holder hereof upon the cancellation hereof.

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

                                     A-1-7

                                                                    Exhibit 4.13

                  The Indenture contains provisions permitting the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debt Securities at the time outstanding
affected thereby, as specified in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the Debt
Securities; provided, however, that no such supplemental indenture shall, among
other things, without the consent of the holders of each Debt Security then
outstanding and affected thereby (i) extend the fixed maturity of the Debt
Securities, or reduce the principal amount thereof or any redemption premium
thereon, or reduce the rate or extend the time of payment of interest thereon,
or make payments due on the Debt Securities payable in any coin or currency
other than that provided in the Debt Securities, or impair or affect the right
of any holder of Debt Securities to institute suit for the payment thereof, or
(ii) reduce the aforesaid percentage of Debt Securities, the holders of which
are required to consent to any such supplemental indenture. The Indenture also
contains provisions permitting the holders of a majority in aggregate principal
amount of the Debt Securities at the time outstanding, on behalf of all of the
holders of the Debt Securities, to waive any past default in the performance of
any of the covenants contained in the Indenture, or established pursuant to the
Indenture, and its consequences, except a default in payments due on any of the
Debt Securities. Any such consent or waiver by the registered holder of this
Debt Security (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this Debt
Security and of any Debt Security issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Debt Security.

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

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

                  Prior to due presentment for registration of transfer of this
Debt Security, the Company, the Trustee, any Authenticating Agent, any Paying
Agent, any transfer agent and the Debt Security registrar may deem and treat the
registered holder hereof as the absolute owner hereof (whether or not this Debt
Security shall be overdue and notwithstanding any notice of ownership or writing
hereon) for the purpose of receiving payment of or on account of the principal
hereof and interest due hereon and for all other purposes, and neither the
Company nor

                                     A-1-8

                                                                    Exhibit 4.13

the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer
agent nor any Debt Security registrar shall be affected by any notice to the
contrary.

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

                  The Debt Securities are issuable only in registered
certificated form without coupons. As provided in the Indenture and subject to
certain limitations herein and therein set forth, Debt Securities are
exchangeable for a like aggregate principal amount of Debt Securities of a
different authorized denomination, as requested by the holder surrendering the
same.

                  All terms used in this Debt Security that are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

                  THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE
AND THE DEBT SECURITIES, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

                                     A-1-9

                                                                    EXHIBIT 4.14

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                             CVB Statutory Trust II

                          Dated as of December 15, 2003

                                TABLE OF CONTENTS

                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

                                                                                                    PAGE
                                                                                              
SECTION 1.1.      Definitions.....................................................................   1

                                   ARTICLE II
                                  ORGANIZATION

SECTION 2.1.      Name............................................................................   9
SECTION 2.2.      Office..........................................................................   9
SECTION 2.3.      Purpose.........................................................................   9
SECTION 2.4.      Authority.......................................................................   9
SECTION 2.5.      Title to Property of the Trust..................................................   9
SECTION 2.6.      Powers and Duties of the Trustees and the Administrators........................   9
SECTION 2.7.      Prohibition of Actions by the Trust and the Trustees............................  14
SECTION 2.8.      Powers and Duties of the Institutional Trustee..................................  15
SECTION 2.9.      Certain Duties and Responsibilities of the Trustees and the Administrators......  16
SECTION 2.10.     Certain Rights of Institutional Trustee.........................................  18
SECTION 2.11.     Delaware Trustee................................................................  21
SECTION 2.12.     Execution of Documents..........................................................  21
SECTION 2.13.     Not Responsible for Recitals or Issuance of Securities..........................  21
SECTION 2.14.     Duration of Trust...............................................................  21
SECTION 2.15.     Mergers.........................................................................  21

                                   ARTICLE III
                                     SPONSOR

SECTION 3.1.      Sponsor's Purchase of Common Securities.........................................  23
SECTION 3.2.      Responsibilities of the Sponsor.................................................  23

                                   ARTICLE IV
                  TRUSTEES AND ADMINISTRATORS

SECTION 4.1.      Number of Trustees..............................................................  24
SECTION 4.2.      Delaware Trustee................................................................  24
SECTION 4.3.      Institutional Trustee; Eligibility..............................................  24
SECTION 4.4.      Certain Qualifications of the Delaware Trustee Generally........................  25
SECTION 4.5.      Administrators..................................................................  25
SECTION 4.6.      Initial Delaware Trustee........................................................  25

                                      -i-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                    PAGE

SECTION 4.7.      Appointment, Removal and Resignation of the Trustees and the Administrators.....  25
SECTION 4.8.      Vacancies Among Trustees........................................................  27
SECTION 4.9.      Effect of Vacancies.............................................................  27
SECTION 4.10.     Meetings of the Trustees and the Administrators.................................  27
SECTION 4.11.     Delegation of Power.............................................................  28
SECTION 4.12.     Merger, Conversion, Consolidation or Succession to Business.....................  28

                                    ARTICLE V
                                  DISTRIBUTIONS

SECTION 5.1.      Distributions...................................................................  28

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

SECTION 6.1.      General Provisions Regarding Securities.........................................  29
SECTION 6.2.      Paying Agent, Transfer Agent, Calculation Agent and Registrar...................  30
SECTION 6.3.      Form and Dating.................................................................  30
SECTION 6.4.      Book-Entry Capital Securities...................................................  31
SECTION 6.5.      Mutilated, Destroyed, Lost or Stolen Certificates...............................  33
SECTION 6.6.      Temporary Securities............................................................  33
SECTION 6.7.      Cancellation....................................................................  33
SECTION 6.8.      Rights of Holders; Waivers of Past Defaults.....................................  33

                                   ARTICLE VII
                      DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1.      Dissolution and Termination of Trust............................................  35

                                  ARTICLE VIII
                              TRANSFER OF INTERESTS

SECTION 8.1.      General.........................................................................  36
SECTION 8.2.      Transfer Procedures and Restrictions............................................  37
SECTION 8.3.      Deemed Security Holders.........................................................  40

                                   ARTICLE IX
                  LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 9.1.      Liability.......................................................................  41
SECTION 9.2.      Exculpation.....................................................................  41
SECTION 9.3.      Fiduciary Duty..................................................................  42

                                       ii

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                    PAGE
                                                                                              
SECTION 9.4.      Indemnification.................................................................  42
SECTION 9.5.      Outside Businesses..............................................................  45
SECTION 9.6.      Compensation; Fee...............................................................  46

                                    ARTICLE X
                                   ACCOUNTING

SECTION 10.1.     Fiscal Year.....................................................................  46
SECTION 10.2.     Certain Accounting Matters......................................................  46
SECTION 10.3.     Banking.........................................................................  47
SECTION 10.4.     Withholding.....................................................................  47

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

SECTION 11.1.     Amendments......................................................................  47
SECTION 11.2.     Meetings of the Holders of the Securities; Action by Written Consent............  49

                                   ARTICLE XII
                  REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

SECTION 12.1.     Representations and Warranties of Institutional Trustee.........................  51
SECTION 12.2.     Representations and Warranties of Delaware Trustee..............................  52

                                  ARTICLE XIII
                                  MISCELLANEOUS

SECTION 13.1.     Notices.........................................................................  52
SECTION 13.2.     Governing Law...................................................................  54
SECTION 13.3.     Submission to Jurisdiction......................................................  54
SECTION 13.4.     Intention of the Parties........................................................  54
SECTION 13.5.     Headings........................................................................  54
SECTION 13.6.     Successors and Assigns..........................................................  54
SECTION 13.7.     Partial Enforceability..........................................................  55
SECTION 13.8.     Counterparts....................................................................  55

                                      iii

                                TABLE OF CONTENTS
                                   (continued)

                                                                                                  PAGE
                                                                                            
ANNEXES AND EXHIBITS

ANNEX I                    Terms of TP Securities and Common Securities

EXHIBIT A-1                Form of Capital Security Certificate
EXHIBIT A-2                Form of Common Security Certificate
EXHIBIT B                  Form of Transferee Certificate to be Executed by Transferees Other than
                           QIBs
EXHIBIT C                  Form of Transferor Certificate to be Executed for QIBs

                                      -iv-

                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                             CVB Statutory Trust II

                                December 15, 2003

         AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration"), dated
and effective as of December 15, 2003, by the Trustees (as defined herein), the
Administrators (as defined herein), the Sponsor (as defined herein) and the
holders from time to time of undivided beneficial interests in the assets of the
Trust (as defined herein) to be issued pursuant to this Declaration.

         WHEREAS, certain of the Trustees, the Administrators and the Sponsor
established CVB Statutory Trust II (the "Trust"), a statutory trust under the
Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust,
dated as of December 11, 2003, (the "Original Declaration"), and a Certificate
of Trust filed with the Secretary of State of the State of Delaware on December
11, 2003, 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) in connection with the Bear, Stearns Securities Corp.
transaction;

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

         WHEREAS, all of 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,
and 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, and, in consideration of the
mutual covenants contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties, intending to be legally
bound hereby, amend and restate in its entirety the Original Declaration and
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 or elsewhere herein have the respective meanings
assigned to them in this Section 1.1 or, if not defined in this Section 1.1 or
elsewhere herein, in the Indenture;

                  (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;

                  (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;

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

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

         "Additional Interest" has the meaning set forth in Section 3.06 of the
Indenture.

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

         "Administrators" means each of Edward J. Biebrich, Jr. and John Lang,
solely in such Person's capacity as Administrator of the Trust 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 enters 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 appoints a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of such Person or for any substantial
part of its property, or orders the winding-up or liquidation of its affairs,
and such decree, appointment or order remains unstayed and in effect for a
period of 90 consecutive days; or

                  (b)      such Person commences a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, consents to the entry of an order for relief in an involuntary case
under any such law, or consents to the appointment of or

                                      -2-

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 makes any general assignment for the benefit of creditors, or
fails generally to pay its debts as they become due.

         "Book-Entry Capital Security" means a Capital Security, the ownership
and transfers 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 Wilmington, Delaware, New York City or are
permitted or required by any applicable law or executive order to close.

         "Calculation Agent" has the meaning set forth in Section 1.01 of the
Indenture.

         "Capital Securities" has the meaning set forth in Section 6.1(a).

         "Capital Security Certificate" means a definitive Certificate
registered in the name of the Holder representing a Capital Security
substantially in the form of Exhibit A 1.

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

         "Certificate" means any certificate evidencing Securities.

         "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended and restated from time to time.

         "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.

         "Commission" means the United States Securities and Exchange
Commission.

         "Common Securities" has the meaning set forth in Section 6.1(a).

         "Common Security Certificate" means a definitive Certificate registered
in the name of the Holder 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 shall at all times be
located in the United States and at the date of execution of this Declaration is
located at 919 Market Street Suite 700 Wilmington, DE 19801, Attention:
Corporate Trust Division.

                                      -3-

         "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) the Trust's Affiliates; and (b) any Holder of Securities.

         "Debenture Issuer" means CVB Financial Corporation, a bank holding
company incorporated in California, in its capacity as issuer of the Debentures
under the Indenture.

         "Debenture Trustee" means Wells Fargo Bank, National Association, a
national banking association with its principal place of business in the State
of Delaware, not in its individual capacity but solely as trustee under the
Indenture until a successor is appointed thereunder, and thereafter means such
successor trustee.

         "Debentures" means the Junior Subordinated Debt Securities due January
7, 2034 to be issued by the Debenture Issuer under the Indenture.

         "Deferred Interest" means any interest on the Debentures that would
have been overdue and unpaid for more than one Distribution Payment Date but for
the imposition of an Extension Period, and the interest that shall accrue (to
the extent that the payment of such interest is legally enforceable) on such
interest at the Coupon Rate in effect for each such Extension Period, compounded
quarterly from the date on which such Deferred Interest would otherwise have
been due and payable until paid or made available for payment.

         "Definitive Capital Securities" means any Capital Securities in
definitive form issued by the Trust.

         "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 Sponsor or any
successor thereto. DTC will be the initial Depositary.

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

         "Direct Action" has the meaning set forth in Section 2.8(e).

         "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(e)
of Annex I.

         "DTC" means The Depository Trust Company or any successor thereto.

         "Event of Default" means the occurrence of an Indenture Event of
Default.

                                      -4-

         "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(e) of Annex
I.

         "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 the
Delaware Trustee, and any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Institutional
Trustee or the Delaware Trustee.

         "Fiscal Year" has the meaning set forth in Section 10.1.

         "Fixed Rate" has the meaning set forth in paragraph 2(a) of Annex I.

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

         "Guarantee" means the Guarantee Agreement, dated as of December 15,
2003, of the Sponsor in respect of the Capital Securities.

         "Holder" means a Person in whose name a Certificate representing a
Security is registered on the register maintained by or on behalf of the
Registrar, 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 December 15, 2003, among
the Debenture Issuer and the Debenture Trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued.

         "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.

         "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.

         "Legal Action" has the meaning set forth in Section 2.8(e).

                                      -5-

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

         "LIBOR Banking Day" has the meaning set forth in paragraph 2(b)(1) of
Annex I.

         "LIBOR Business Day" has the meaning set forth in paragraph 2(b)(1) of
Annex I.

         "LIBOR Determination Date" has the meaning set forth in paragraph
2(b)(1) of Annex I.

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

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

         "Majority in liquidation amount of the Securities" means Holders 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.

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

         "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person. Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

                  (a)      a statement that each officer signing the Officers'
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
Officers' 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.

         "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 set forth in Section 6.2.

         "Payment Amount" has the meaning set forth in Section 5.1.

                                      -6-

         "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.

         "PORTAL" has the meaning set forth in Section 2.6(a)(i).

         "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 under Rule
144A.

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

         "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 4.7(a).

         "Responsible Officer" means, with respect to the Institutional Trustee,
any officer within the Corporate Trust Office of the Institutional Trustee with
direct responsibility for the administration of this Declaration, including any
vice-president, any assistant vice-president, any secretary, any assistant
secretary, the treasurer, any assistant treasurer, any trust officer or other
officer of the 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(c). "Rule 144A" means Rule 144A under the Securities Act.

         "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.

                                      -7-

         "Sponsor" means CVB Financial Corporation, a bank holding company that
is a U.S. Person incorporated in California, or any successor entity in a
merger, consolidation or amalgamation that is a U.S. Person, in its capacity as
sponsor of the Trust.

         "Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

         "Successor Delaware Trustee" has the meaning set forth in Section
4.7(e).

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

         "Successor Institutional Trustee" has the meaning set forth in Section
4.7(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 Holders 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.

         "Transfer Agent" has the meaning set forth in Section 6.2.

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

         "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the 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.

         "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.

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

         "Variable Rate" has the meaning set forth in paragraph 2(a) of Annex I.

                                      -8-

                                   ARTICLE II
                                  ORGANIZATION

         SECTION 2.1. Name. The Trust is named "CVB Statutory Trust II," as such
name may be modified from time to time by the Administrators following written
notice to the Institutional Trustee and the Holders of the Securities. The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrators.

         SECTION 2.2. Office. The address of the principal office of the Trust,
which shall be in a state of the United States or the District of Columbia, is
701 N. Haven Avenue, Suite 350, Ontario, CA 91764. On ten Business Days' written
notice to the Institutional Trustee and the Holders of the Securities, the
Administrators may designate another principal office, which shall be in a state
of the United States or 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 incidental thereto that are deemed necessary or advisable by
the Institutional Trustee, including, without limitation, those activities
specified in this Declaration. 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
on behalf of the Trust and in accordance with such Trustee's 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.

         SECTION 2.5.Title to Property of the Trust. Except as provided in
Section 2.6(g) and 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

                                      -9-

(b) of this Section, and in accordance with the following provisions (i) and
(ii), the Administrators and, at the direction of the Administrators, the
Trustees, shall have the authority to enter into all transactions and agreements
determined by the Administrators 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,
                  duty and authority, and is hereby authorized, to act on behalf
                  of the Trust with respect to the following matters:

                                    (A)      the issuance and sale of the
                           Securities;

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

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

                                    (D)      if and at such time determined
                           solely by the Sponsor at the request of the Holders,
                           assisting in the designation of the Capital
                           Securities for trading in the Private Offering,
                           Resales and Trading through the Automatic Linkages
                           ("PORTAL") system if available;

                                    (E)      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, including notice of
                           any notice received from the Debenture Issuer of its
                           election to defer payments of interest on the
                           Debentures by extending the interest payment period
                           under the Indenture;

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

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

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

                                    (I)      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;

                                      -10-

                                    (J)      the taking of any action incidental
                           to the foregoing as the Sponsor or an Administrator
                           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);

                                    (K)      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;

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

                                    (M)      to negotiate the terms of, and the
                           execution and delivery of, the Placement Agreement
                           providing for the sale of the Capital Securities;

                                    (N)      to employ or otherwise engage
                           employees, agents (who may be designated as officers
                           with titles), managers, contractors, advisors,
                           attorneys and consultants and pay reasonable
                           compensation for such services;

                                    (O)      to incur expenses that are
                           necessary or incidental to carry out any of the
                           purposes of the Trust;

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

                                    (Q)      to take all action that may be
                           necessary or appropriate for the preservation and the
                           continuation of the Trust's valid existence, rights,
                           franchises and privileges as a statutory trust under
                           the laws of each jurisdiction (other than the State
                           of Delaware) in which such existence is necessary to
                           protect the limited liability of the Holders of the
                           Capital Securities or to enable the Trust to effect
                           the purposes for which the Trust was created.

                           (ii)     As among the Trustees and the
                  Administrators, the Institutional Trustee shall have the
                  power, duty and authority, and is hereby authorized, 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;

                                      -11-

                                    (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 (of
                           which the Institutional Trustee has knowledge (as
                           provided in Section 2.10(m) hereof)) (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);

                                    (J)      to take all action that may be
                           necessary or appropriate 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 to protect the
                           limited liability of the Holders of the Capital
                           Securities or to enable the Trust to effect the
                           purposes for which the Trust was created; and

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

                           (iii)    The Institutional Trustee shall have the
                  power and authority, and is hereby authorized, 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)(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 the action of the
                  Administrators and the action of the Institutional Trustee,
                  the action of the Institutional Trustee shall prevail.

                                      -12-

                  (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 cause (or in the case of the
Institutional Trustee, to the actual knowledge of a Responsible Officer would
cause) the Trust to fail or cease to qualify as a "grantor trust" for United
States federal income tax purposes, (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 advisement of and direction
                  to the Trustees 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; and

                           (iii)    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, the Institutional Trustee 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 (i) the Trust
will not be deemed to be an "investment company" required to be registered under
the Investment Company Act (in the case of the Institutional Trustee, to the
actual knowledge of a Responsible Officer), and (ii) the Trust will not fail to
be classified as a grantor trust for United States federal income tax purposes
(in the case of the Institutional Trustee, to the actual knowledge of a
Responsible Officer) and (iii) the Trust will 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 the case of the Institutional
Trustee, to the actual knowledge of a Responsible Officer). In this connection,
the Institutional Trustee, the

                                      -13-

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 or this Declaration, as amended from time to time, that each of the
Institutional Trustee, the Administrators and such Holders determine in their
discretion to be necessary or desirable for such purposes, even if such action
adversely affects the interests of the Holders of the Capital Securities.

                  (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 shall have no obligations with respect to such expenses.

                  (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 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 Trustees. The
Trust shall not, and the Institutional Trustee and the Administrators shall not,
and the Administrators 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 and the Administrators shall not
cause the Trust to:

                  (a)      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;

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

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

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

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

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

                                      -14-

                  (g)      other than as provided in this Declaration (including
Annex I), (i) direct the time, method and place of exercising any trust or power
conferred upon the Debenture Trustee with respect to the Debentures, (ii) waive
any past default that is waivable under the Indenture, (iii) exercise any right
to rescind or annul any declaration that the principal of all the Debentures
shall be due and payable, or (iv) consent to any amendment, modification or
termination of the Indenture or the Debentures where such consent shall be
required unless the Trust shall have received a written opinion of counsel
experienced in such matters to the effect that such amendment, modification or
termination 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. 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 4.7. 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 United States (as defined in Treasury Regulations Section
                  301.7701-7), 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
                  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 shall take all actions and
perform such duties as may be specifically required of the Institutional Trustee
pursuant to the terms of the Securities.

                                      -15-

                  (e)      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 (a "Legal Action")
which arise out of or in connection with an Event of Default of which a
Responsible Officer of the Institutional Trustee has actual knowledge or the
Institutional Trustee's duties and obligations under this Declaration or the
Trust Indenture Act; 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 a Holder of the Common
Securities may exercise such right of subrogation only if no Event of Default
with respect to the Capital Securities has occurred and is continuing.

                  (f)      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 (including Annex I); or

                           (ii)     a Successor Institutional Trustee has been
                  appointed and has accepted that appointment in accordance with
                  Section 4.7.

                  (g)      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.

                  (h)      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
the Administrators.

                  (a)      The Institutional Trustee, before the occurrence of
any Event of Default (of which the Institutional Trustee has knowledge (as
provided in Section 2.10(m) hereof)) and after the curing of all 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 (of which the

                                      -16-

Institutional Trustee has knowledge (as provided in Section 2.10(m) hereof)),
has occurred (that has not been cured or waived pursuant to Section 6.8), 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 and, in the case of
the Institutional Trustee, by the Trust Indenture Act. Notwithstanding the
foregoing, no provision of this Declaration shall require any Trustee or
Administrator to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity satisfactory to it
against such risk or 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 the Administrators shall be subject to the provisions of this
Article. Nothing in this Declaration shall be construed to release a Trustee
from liability for its own negligent action, its own negligent failure to act,
or its own willful misconduct. Nothing in this Declaration shall be construed to
release an Administrator from liability for its own gross negligent action, its
own gross 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
Administrator shall not be liable to the Trust or to any Holder for such
Trustee's or 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 Trustees
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 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 or, in the case of
the Institutional Trustee, in the Trust Indenture Act.

                  (d)      No provision of this Declaration shall be construed
to relieve the Institutional Trustee from liability for its own negligent
action, its own negligent failure to act, or its own willful misconduct with
respect to matters that are within the authority of the Institutional Trustee
under this Declaration, except that:

                           (i)      the Institutional Trustee shall not be
                  liable for any error or judgment made in good faith by an
                  Authorized Officer of the Institutional

                                      -17-

                  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, safe keeping 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 own account,
                  subject to the protections and limitations on liability
                  afforded to the Institutional Trustee under this Declaration
                  and the Trust Indenture Act;

                           (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, written 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 terms of this Declaration, the

                                      -18-

Institutional Trustee may deliver a notice to the Sponsor requesting the
Sponsor's opinion 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 in its sole discretion shall deem advisable and in the
best interests of the Holders, 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, in the absence of bad faith on its part, request and conclusively rely upon
an Officers' Certificate 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, upon the occurrence of an Event of
Default (of which the Institutional Trustee has knowledge (as provided in
Section 2.10(m) hereof)) that has not been cured or waived, of its obligation to
exercise the rights and powers vested in it by this Declaration;

                  (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

                                      -19-

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
Common Securities and the Capital Securities, which instructions may be given
only by the Holders of the same proportion in liquidation amount of the Common
Securities and the Capital Securities as would be entitled to direct the
Institutional Trustee under the terms of the Common Securities and the Capital
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 has actual knowledge of such event or the Institutional
Trustee receives written notice of such event from any Holder, except with
respect to an Event of Default pursuant to Sections 5.01 (a) or 5.01 (b) of the
Indenture (other than an Event of Default resulting from the default in the
payment of Additional Interest or premium, if any, if the Institutional Trustee
does not have actual knowledge or written notice that such payment is due and
payable), of which the Institutional Trustee shall be deemed to have knowledge;

                  (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.

                                      -20-

         SECTION 2.11. Delaware Trustee. Notwithstanding any other provision of
this Declaration other than Section 4.2, 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 4.2, the Delaware Trustee shall be a
Trustee for the sole and limited purpose of fulfilling the requirements of
Section 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 and deliver on
behalf of the Trust any documents, agreements, instruments or certificates 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.

         SECTION 2.14. Duration of Trust. The Trust, unless dissolved pursuant
to the provisions of Article VII hereof, shall have existence for thirty-five
(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 Person, except
as described in this Section 2.15 and except with respect to the distribution of
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 Administrators
(which consent will not be unreasonably withheld) and without the consent of the
Institutional Trustee, the Delaware Trustee or the Holders of the Capital
Securities, consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to a trust organized as such under the laws of any
state; provided, that:

                           (i)      if the Trust is not the survivor, 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")

                                      -21-

                           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, as the
                  holder of the Common Securities, a trustee of the Successor
                  Entity that possesses the same powers and duties as the
                  Institutional Trustee;

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

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

                           (v)      such merger, consolidation, amalgamation,
                  replacement, conveyance, transfer or lease does not adversely
                  affect the rights, preferences and privileges of the Holders
                  of the Securities (including any Successor Securities) in any
                  material respect (other than with respect to any dilution of
                  such Holders' interests in the Successor Entity as a result of
                  such merger, consolidation, amalgamation or replacement);

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

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

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

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

                                    (C)      following such merger,
                           consolidation, amalgamation, replacement, conveyance,
                           transfer or lease, the Trust (or the Successor

                                      -22-

                           Entity) will continue to be classified as a grantor
                           trust for United States federal income tax purposes;

                           (viii)   the Sponsor guarantees the obligations of
                  such Successor Entity under the Successor Securities to the
                  same extent provided by the Guarantee, the Debentures and this
                  Declaration; and

                           (ix)     prior to such merger, consolidation,
                  amalgamation, replacement, conveyance, transfer or lease, 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 of this
                  paragraph (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 liquidation amount of the
Securities, consolidate, amalgamate, merge with or into, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to, any other Person or permit any other Person to
consolidate, amalgamate, merge with or into, or replace it if such
consolidation, amalgamation, merger, replacement, conveyance, transfer or lease
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 and sole decision 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 or register for sale of 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;

                  (b)      to prepare for filing and request the Administrators
to cause the filing by the Trust, as may be appropriate, of an application to
the PORTAL system, for listing or quotation upon notice of issuance of any
Capital Securities, as requested by the Holders of not less than a Majority in
liquidation amount of the Capital Securities; and

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

                                      -23-

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

         SECTION 4.1. Number of Trustees. The number of Trustees initially shall
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. If required by the Statutory Trust Act,
one Trustee (the "Delaware Trustee") shall be:

                  (a)      a natural person who is a resident of the State of
Delaware; or

                  (b)      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 Section 3807 of
the Statutory Trust Act.

         SECTION 4.3. Institutional Trustee; Eligibility.

                  (a)      There shall at all times be one Trustee which shall
act as Institutional 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 national
                  association organized and doing business under the laws of the
                  United States of America or any state thereof or of the
                  District of Columbia and authorized under such laws to
                  exercise corporate trust powers, having a combined capital and
                  surplus of at least fifty million U.S. dollars ($50,000,000),
                  and subject to supervision or examination by federal, state or
                  District of Columbia authority. If such corporation or
                  national association publishes reports of condition at least
                  annually, pursuant to law or to the requirements of the
                  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 or national association shall
                  be deemed to be its combined capital and surplus as set forth
                  in its most recent report of condition so published.

                                      -24-

                  (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 4.7.

                  (c)      If the Institutional Trustee has or shall acquire any
"conflicting interest" within the meaning of Section 310(b) of the Trust
Indenture Act, 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 Wells
Fargo Bank, National Association.

         SECTION 4.4. Certain Qualifications of the Delaware Trustee Generally.
The Delaware Trustee shall be a U.S. Person and either a natural person who is
at least 21 years of age or a legal entity that shall act through one or more
Authorized Officers.

         SECTION 4.5. Administrators. Each Administrator shall be a U.S. Person.

         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 acting alone.

         SECTION 4.6. Initial Delaware Trustee. The initial Delaware Trustee
shall be Wells Fargo Delaware Trust Company.

         SECTION 4.7. Appointment, Removal and Resignation of the Trustees and
the 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
4.7.

                  (b)      Subject to Section 4.7(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 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 4.7 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

                                      -25-

Relevant Trustee. The Institutional Trustee shall have no liability for the
selection of such successor pursuant to this Section 4.7.

                  (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
4.7. 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 4.7. 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 4.7 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 (provided the Institutional Trustee satisfies the
requirements of a Delaware Trustee as set forth in Section 4.2) following the
procedures in this Section 4.7 (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 than one Relevant Trustee, it
being understood that nothing herein or in such amendment shall constitute such
Relevant

                                      -26-

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 4.8. 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, or if the number of Trustees is increased 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 4.7.

         SECTION 4.9. 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 4.7, 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 4.10. Meetings of the Trustees and the Administrators. Meetings
of the Trustees or the Administrators shall be held from time to time upon the
call of any Trustee or Administrator, as applicable. Regular meetings of the
Trustees and the Administrators, respectively, may be in person in the United
States or by telephone, at a place (if applicable) and time fixed by resolution
of the Trustees or the Administrators, as applicable. Notice of any in-person
meetings of the Trustees or 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 or 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

                                      -27-

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 a 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 ground 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, in the case of the Administrators,
a Quorum is present, or without a meeting by the unanimous written consent of
the Trustees or the Administrators, as the case may be. Meetings of the Trustees
and the Administrators together shall be held from time to time upon the call of
any Trustee or Administrator.

         SECTION 4.11. Delegation of Power.

                  (a)      Any Trustee or any Administrator, as the case may be,
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, instruments or other writings contemplated
in Section 2.6.

                  (b)      The Trustees shall have power to delegate from time
to time to such of their number or to any officer of the Trust that is a U.S.
Person, the doing of such things and the execution of such instruments or other
writings either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of the Trust, as
set forth herein.

         SECTION 4.12. Merger, Conversion, Consolidation or Succession to
Business. Any Person into which the Institutional Trustee or the Delaware
Trustee, as the case maybe, may be merged or converted or with which either may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee, as the
case may be, 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, as the case may be, shall be the successor of the Institutional Trustee
or the Delaware Trustee, as the case may be, hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
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 4.7(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 (including
any Additional Interest or Deferred Interest) and/or principal on the Debentures
held

                                      -28-

by the Institutional Trustee (the amount of any such payment being a "Payment
Amount"), the Institutional Trustee shall and is directed, to the extent funds
are available in the Property Account for that purpose, to make a distribution
(a "Distribution") of the Payment Amount to Holders. For the avoidance of doubt,
funds in the Property Account shall not be distributed to Holders to the extent
of any taxes payable by the Trust, in the case of withholding taxes, as
determined by the Institutional Trustee or any Paying Agent and, in the case of
taxes other than withholding tax taxes, as determined by the Administrators in a
written notice to the Institutional Trustee.

                                   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, evidenced by a certificate substantially in
the form of Exhibit A-1, representing undivided beneficial interests in the
assets of the Trust and having such terms as are set forth in Annex I (the
"Capital Securities"), and one series of common securities, evidenced by a
certificate substantially in the form of Exhibit A-2, representing undivided
beneficial interests in the assets of the Trust and having such terms as are set
forth in Annex I (the "Common Securities"). 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 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.

                  (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. Any Certificate may be
signed on behalf of the Trust by such person 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 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 and shall be valid upon execution by one or more
Administrators.

                  (c)      The Capital Securities issued pursuant to Regulations
of the Securities Act or 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

                                      -29-

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).

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

                  (e)      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, Calculation Agent and
Registrar.

                  (a)      The Trust shall maintain in Wilmington, Delaware, an
office or agency where the Securities may be presented for payment (the "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 and 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, 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 or co-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 at its Corporate Trust Office.
The Institutional Trustee or any of its Affiliates in the United States may act
as Paying Agent, Transfer Agent or Registrar.

                  (b)      The Trust shall also appoint a Calculation Agent,
which shall determine the Coupon Rate in accordance with the terms of the
Securities. The Trust initially appoints the Institutional Trustee as
Calculation Agent.

         SECTION 6.3. Form and Dating.

                  (a)      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 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

                                      -30-

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 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.

                  (b)      The Capital Securities are being offered and sold by
the Trust pursuant to the Placement Agreement in definitive form, registered in
the name of the Holder thereof, without coupons and with the Restricted
Securities Legend.

         SECTION 6.4. Book-Entry Capital Securities. 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 properly to 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 Depository 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.

         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 Global
Capital Security to be so exchanged or

                                      -31-

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 Securities 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.

         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.

         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.

         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, 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.

                                      -32-

         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.

         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 bona fide 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 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. 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

                                      -33-

be personal property giving only the rights specifically set forth therein and
in this Declaration. The Securities shall have no, and the issuance of the
Securities shall not be subject to, preemptive or other similar rights and when
issued and delivered to Holders against payment of the purchase price therefor,
the Securities will be fully paid and nonassessable by the Trust.

                  (b)      For so long as any Capital Securities remain
outstanding, if, upon an Indenture Event of Default, the Debenture Trustee fails
or the holders of not less than 25% in principal amount of the outstanding
Debentures fail to declare the principal of all of the Debentures to be
immediately due and payable, the Holders of not less than 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.

                  (c)      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 not less than 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 Sponsor 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 Deferred Interest on
                           all of the Debentures;

                                    (C)      all payments on any Debentures that
                           have become due otherwise than by such declaration of
                           acceleration and interest and Deferred 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, documented 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 5.07 of the
                  Indenture.

                  (d)      The Holders of not less than 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, except a
default or Event of Default in the payment of principal or interest (unless such
default or 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 or
Event of Default in respect of a covenant or

                                      -34-

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.

                  (e)      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 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 6.8.

                  (f)      Except as otherwise provided in this Section 6.8, the
Holders of not less than 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 January 7,
                  2039, the expiration of the term of the Trust;

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

                           (iii)    (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) the filing of a certificate of dissolution or its
                  equivalent with respect to the Sponsor 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;

                                      -35-

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

                           (v)      the entry of a decree of judicial
                  dissolution of any 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 Section 3808 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.

                  (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. Subject to Section 6.4 and Section 8.1(c), where
Capital Securities are presented to the 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 transfers and exchanges, the Trust shall issue and the
Institutional Trustee shall authenticate Capital Securities at the Registrar's
request.

                  (a)      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, the Sponsor
shall maintain 100% ownership of the Common Securities; provided, however, that
any permitted successor of the Sponsor under the Indenture that is a U.S. Person
may succeed to the Sponsor's ownership of the Common Securities.

                  (b)      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 Capital 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.

                                      -36-

                  (c)      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 to be issued in the name of the
designated transferee or transferees. Any Security 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 Security surrendered upon such registration of transfer or
exchange. 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.

                  (d)      Neither the Trust nor the Registrar shall be required
(i) to issue, register the transfer of, or exchange any Securities during a
period beginning at the opening of business 15 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.

         SECTION 8.2. Transfer Procedures and Restrictions.

                  (a)      The Capital Securities shall bear the Restricted
Securities Legend (as defined below), which shall not be removed unless there is
delivered to the Trust such satisfactory evidence, which may include an opinion
of counsel reasonably acceptable 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 or that such Securities are not
"restricted" within the meaning of Rule 144 under 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 Restricted Securities Legend.

                  (b)      When Capital Securities are presented to the
Registrar (x) to register the transfer of such Capital Securities, or (y) to
exchange such Capital Securities for an equal number of Capital Securities
represented by different Certificates, the Registrar shall register the transfer
or make the exchange as requested if its reasonable requirements for such
transaction are met; provided, however, that the Capital Securities surrendered
for registration of transfer or exchange shall be duly endorsed or accompanied
by a written instrument of transfer in form reasonably satisfactory to the Trust
and the Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing and (i) if such Capital Securities are being transferred
to a QIB, accompanied by a certificate of the transferor substantially in the
form set forth as Exhibit C hereto or (ii) if such Capital Securities are being
transferred otherwise than to a QIB,

                                      -37-

accompanied by a certificate of the transferee substantially in the form set
forth as Exhibit B hereto.

                  (c)      Except as permitted by Section 8.2(a), each Capital
Security shall bear a legend (the "Restricted Securities Legend") in
substantially the following form:

         [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 CVB STATUTORY TRUST II OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
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 HAS AN INTEREST
HEREIN.]

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN

                                      -38-

"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 (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE
ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH
MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS
AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE 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 THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE
UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
96-23,95-60,91-38,90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER
OR HOLDER OF THIS SECURITY OR ANY INTEREST 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.

         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 AMENDED AND RESTATED

                                      -39-

DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

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

                  (d)      Capital Securities may only be transferred in minimum
blocks of $100,000 aggregate liquidation amount (100 Capital Securities) and
multiples of $1,000 in excess thereof. Any attempted transfer of Capital
Securities in a block having an aggregate liquidation amount of less than
$100,000 shall be deemed to be void and of no legal effect whatsoever. Any such
purported transferee shall be deemed not to be a Holder of such Capital
Securities for any purpose, including, but not limited to, the receipt of
Distributions on such Capital Securities, and such purported transferee shall be
deemed to have no interest whatsoever in such Capital Securities.

                  (e)      Each party hereto understands and hereby agrees that
the Initial Purchaser is intended solely to be an interim holder of the Capital
Securities and is purchasing such securities to facilitate consummation of the
transactions contemplated herein and in the documents ancillary hereto.
Notwithstanding any provision in this Declaration to the contrary, the Initial
Purchaser shall have the right upon notice (a "Transfer Notice") to the
Institutional Trustee and the Sponsor to transfer title in and to the Capital
Securities, provided the Initial Purchaser shall take reasonable steps to ensure
that such transfer is exempt from registration under the Securities Act of 1933,
as amended, and rules promulgated thereunder. Any Transfer Notice delivered to
the Institutional Trustee and Sponsor pursuant to the preceding sentence shall
indicate the aggregate liquidation amount of Capital Securities being
transferred, the name and address of the transferee thereof (the "Transferee")
and the date of such transfer. Notwithstanding any provision in this Declaration
to the contrary, the transfer by the Initial Purchaser of title in and to the
Capital Securities pursuant to a Transfer Notice shall not be subject to any
requirement relating to Opinions of Counsel, Certificates of Transfer or any
other Opinion or Certificate applicable to transfers hereunder and relating to
Capital Securities.

         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

                                      -40-

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, TRUSTEES 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; and

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

                  (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 Section 3803(a) of the Statutory Trust
Act, the Holders of the 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, except as
otherwise specifically set forth herein.

         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 (other than an Administrator) 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
and except that an Administrator shall be liable for any such loss, damage or
claim incurred by reason of such Administrator's gross 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

                                      -41-

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 (other than the duties imposed on the Institutional Trustee
under the Trust Indenture Act), 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) (i) The Sponsor shall indemnify, to
the fullest 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, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that such Person is or was an Indemnified Person against expenses
(including attorneys' fees and expenses), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such Person in connection with
such action, suit or proceeding if such Person acted in good faith and in a
manner such Person 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 such 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 such Person 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 such conduct was unlawful.

                           (ii)     The Sponsor shall indemnify, to the fullest
                  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

                                      -42-

                  the Trust to procure a judgment in its favor by reason of the
                  fact that such Person is or was an Indemnified Person against
                  expenses (including attorneys' fees and expenses) actually and
                  reasonably incurred by such Person in connection with the
                  defense or settlement of such action or suit if such Person
                  acted in good faith and in a manner such Person reasonably
                  believed to be in or not opposed to the best interests of the
                  Trust and except 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 of
                  Chancery of Delaware or 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 of Chancery or
                  such other court shall deem proper.

                           (iii)    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 (i) and
                  (ii) of this Section 9.4(a), or in defense of any claim, issue
                  or matter therein, such Person shall be indemnified, to the
                  fullest extent permitted by law, against expenses (including
                  attorneys' fees and expenses) actually and reasonably incurred
                  by such Person in connection therewith.

                           (iv)     Any indemnification of an Administrator
                  under paragraphs (i) and (ii) of this Section 9.4(a) (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 such Person has met the applicable
                  standard of conduct set forth in paragraphs (i) and (ii). Such
                  determination shall be made (A) by the Administrators by a
                  majority vote of a Quorum consisting of such Administrators
                  who were not parties to such action, suit or proceeding, (B)
                  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 (C) by the
                  Common Security Holder of the Trust.

                           (v)      To the fullest extent permitted by law,
                  expenses (including 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 (i) and (ii) of this Section 9.4(a)
                  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
                  such Person is not entitled to be indemnified by the Sponsor
                  as authorized in this Section 9.4(a). Notwithstanding the
                  foregoing, no advance shall be made by the Sponsor if a
                  determination is reasonably and promptly made (1) in the case
                  of a Company Indemnified Person (A) by the Administrators by a
                  majority vote of a Quorum of disinterested Administrators, (B)
                  if such a Quorum is not obtainable, or, even if obtainable, if
                  a Quorum of disinterested Administrators so directs, by
                  independent legal counsel

                                      -43-

                  in a written opinion or (C) 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 Person either believed
                  to be opposed to or 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 such conduct was unlawful, or (2)
                  in the case of a Fiduciary Indemnified Person, by independent
                  legal counsel in a written opinion that, based upon the facts
                  known to the counsel at the time such determination is made,
                  such Indemnified Person acted in bad faith or in a manner that
                  such Indemnified Person either believed to be opposed to or
                  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 such
                  conduct was unlawful. In no event shall any advance be made
                  (i) to a Company Indemnified Person in instances where the
                  Administrators, independent legal counsel or the Common
                  Security Holder reasonably determine that such Person
                  deliberately breached such Person's duty to the Trust or its
                  Common or Capital Security Holders or (ii) to a Fiduciary
                  Indemnified Person in instances where independent legal
                  counsel promptly and reasonably determines in a written
                  opinion that such Person deliberately breached such Person's
                  duty to the Trust or its Common or Capital Security Holders.

                  (b)      The Sponsor shall indemnify, to the fullest extent
permitted by applicable law, each Indemnified Person from and against any and
all loss, damage, liability, tax (other than taxes based on the income of such
Indemnified Person), penalty, expense or claim of any kind or nature whatsoever
incurred by such Indemnified Person arising out of or in connection with or by
reason of the creation, administration or termination of the Trust, or any act
or omission of such 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 authority conferred on such Indemnified Person by this Declaration, except
that no Indemnified Person shall be entitled to be indemnified in respect of any
loss, damage, liability, tax, penalty, expense or claim incurred by such
Indemnified Person by reason of negligence or willful misconduct with respect to
such acts or omissions.

                  (c)      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 such Person's
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.

                  (d)      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 such

                                      -44-

Person and incurred by such Person in any such capacity, or arising out of such
Person's status as such, whether or not the Sponsor would have the power to
indemnify such Person against such liability under the provisions of this
Section 9.4.

                  (e)      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 such
Person would have with respect to such constituent entity if its separate
existence had continued.

                  (f)      The indemnification and advancement of expenses
provided by, or granted pursuant to, this Section 9.4 shall, unless otherwise
provided when authorized or ratified, 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.

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

         SECTION 9.5. Outside Businesses. Any Covered Person, the Sponsor, the
Delaware Trustee and the Institutional Trustee (subject to Section 4.3(c)) 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 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.

                                      -45-

         SECTION 9.6. Compensation; Fee.

                  (a)      The Sponsor agrees:

                           (i)      to pay to the Trustees from time to time
                  such compensation for all services rendered by them hereunder
                  as the parties shall agree in writing 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

                           (ii)     except as otherwise expressly provided
                  herein, to reimburse the Trustees upon request for all
                  reasonable, documented 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 attributable to their negligence or
                  willful misconduct.

                  (b)      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.

                                   ARTICLE X
                                   ACCOUNTING

         SECTION 10.1. Fiscal Year. The fiscal year (the "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 on the accrual method of accounting, in
accordance with generally accepted accounting principles, consistently applied.

                  (b)      The Administrators shall either (i) cause each Form
10-K and Form 10-Q prepared by the Sponsor and filed with the Commission in
accordance with the Exchange Act to be delivered to each Holder of Securities,
within 90 days after the filing of each Form 10-K and within 30 days after the
filing of each Form 10-Q or (ii) cause to be prepared at the principal office of
the Trust in the United States, as defined for purposes of Treasury Regulations
Section 301.7701-7, and delivered to each of the Holders of Securities, within
90 days after the end of each Fiscal Year of the Trust, annual financial
statements of the Trust, including a balance sheet of the Trust as of the end of
such Fiscal Year, and the related statements of income or loss.

                  (c)      The 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 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

                                      -46-

Administrators shall endeavor to deliver all such statements within 30 days
after the end of each Fiscal Year of the Trust.

                  (d)      The Administrators shall cause to be duly prepared in
the United States, as defined for purposes of Treasury Regulations Section
301.7701-7, 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.

                  (e)      So long as the only Holder of the Capital Securities
is Bear, Stearns Securities Corp., the Administrators will cause the Sponsor's
reports on Form FRY-9C and FRY-9LP to be delivered to the Holder promptly
following their filing with the Federal Reserve.

         SECTION 10.3. Banking. The Trust shall maintain one or more bank
accounts in the United States, as defined for purposes of Treasury Regulations
Section 301.7701-7, in the name and for the sole benefit of the Trust; provided,
however, that all payments of funds in respect of the 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 to the Holder
in the amount of the withholding. 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 by:

                                      -47-

                           (i)      the Institutional Trustee,

                           (ii)     if the amendment affects the rights, powers,
                  duties, obligations or immunities of the Delaware Trustee, the
                  Delaware Trustee,

                           (iii)    if the amendment affects the rights, powers,
                  duties, obligations or immunities of the Administrators, the
                  Administrators, and

                           (iv)     the Holders of a Majority in liquidation
                  amount of the Common Securities.

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

                           (i)      unless the Institutional Trustee shall have
                                    first received

                                    (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 that all conditions precedent to the
                           execution and delivery of such amendment have been
                           satisfied; or

                           (ii)     if the result of such amendment would be to

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

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

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

                                    (D)      cause the Debenture Issuer to be
                           unable to treat an amount equal to the Liquidation
                           Amount of the Debentures as "Tier 1 Capital" for
                           purposes of the capital adequacy guidelines of the
                           Federal Reserve.

                  (c)      Except as provided in Section 11.1(d), (e) or (g), 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

                                      -48-

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 (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)      The rights of the Holders of the Capital Securities
and Common Securities, as applicable, under Article IV to increase or decrease
the number of, and appoint and remove, Trustees shall not be amended without the
consent of the Holders of a Majority in liquidation amount of the Capital
Securities or Common Securities, as applicable.

                  (g)      This Declaration may be amended by the Institutional
Trustee and the Holder 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 or
                  desirable, including, without limitation, 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 under the
                  Investment Company Act (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 application thereof by any
                  legislative body, court, government agency or regulatory
                  authority) which amendment does not have a material adverse
                  effect on the right, 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 the powers,
preferences or rights of Holders of Capital Securities.

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

                  (a)      Meetings of the 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, the terms
of the Securities or the rules of any stock exchange on which the Capital
Securities are listed or admitted for trading, if any. The Administrators shall
call a meeting of the Holders of such class if directed to do so by the Holders
of not less than 10% in liquidation amount of such class of Securities. Such
direction shall be given by delivering to the

                                      -49-

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 or the rules of any stock exchange on which
                  the Capital Securities are listed or admitted for trading, if
                  any, 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 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

                           (iii)    unless the Statutory Trust Act, this
                  Declaration, the terms of the Securities, the Trust Indenture
                  Act or the listing rules of any stock exchange on which the
                  Capital Securities are then listed for trading, if any,
                  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

                                      -50-

                  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 DELAWARE TRUSTEE

         SECTION 12.1. Representations and Warranties of Institutional Trustee.
The Trustee that acts as 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 banking corporation or
national association with trust powers, duly organized, validly existing and in
good standing under the laws of the State of Delaware or the United States of
America, respectively, 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 Institutional Trustee has a combined capital and
surplus of at least fifty million U.S. dollars ($50,000,000);

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

                  (d)      the execution, delivery and performance by the
Institutional Trustee of this Declaration has been duly authorized by all
necessary action on the part of the Institutional Trustee. This Declaration has
been duly executed and delivered by the Institutional Trustee, and under
Delaware law (excluding any securities laws) 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 and the discretion of the court
(regardless of whether considered in a proceeding in equity or at law);

                  (e)      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

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

                                      -51-

         SECTION 12.2. Representations and Warranties of 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 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):

                                      -52-

                           CVB Statutory Trust II
                           c/o CVB Financial Corporation
                           701 N. Haven Avenue, Suite 350
                           Ontario, CA 91764
                           Attention: Ed Biebrich
                           Telecopy: (909) 481-2120
                           Telephone: (909) 481-2149

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

                           Wells Fargo Delaware Trust Company
                           919 Market Street Suite 700
                           Wilmington, DE 19801
                           Attention: Corporate Trust Division
                           Telecopy: 302-575-2006
                           Telephone: 302-575-2005

                  (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):

                           Wells Fargo Bank, National Association
                           919 Market Street Suite 700
                           Wilmington, DE 19801
                           Attention: Corporate Trust Division
                           Telecopy: 302-575-2006
                           Telephone: 302-575-2005

                  (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):

                           CVB Financial Corporation
                           701 N. Haven Avenue, Suite 350
                           Ontario, CA 91764
                           Attention: Ed Biebrich
                           Telecopy: (909) 481-2120
                           Telephone: (909) 481-2149

                  (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

                                      -53-

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 and
obligations of the parties hereunder shall be governed by and interpreted in
accordance with the law of the State of Delaware and all rights, obligations 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.

         SECTION 13.3. Submission to Jurisdiction.

                  (a)      Each of the parties hereto agrees that any suit,
action or proceeding arising out of or based upon this Declaration, or the
transactions contemplated hereby, may be instituted in any of the courts of the
State of New York the United States District Courts and in each case located in
the Borough of Manhattan, City and State of New York, and further agrees to
submit to the jurisdiction of Delaware, and to any actions that are instituted
in state or Federal court in Wilmington, Delaware and any competent court in the
place of its corporate domicile in respect of actions brought against it as a
defendant. In addition, each such party irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or hereafter have to the
laying of the venue of such suit, action or proceeding brought in any such court
and irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum and
irrevocably waives any right to which it may be entitled on account of its place
of corporate domicile. Each such party hereby irrevocably waives any and all
right to trial by jury in any legal proceeding arising out of or relating to
this Declaration or the transactions contemplated hereby. Each such party agrees
that final judgment in any proceedings brought in such a court shall be
conclusive and binding upon it and may be enforced in any court to the
jurisdiction of which it is subject by a suit upon such judgment.

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

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

         SECTION 13.4. 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 13.5. 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 13.6. 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

                                      -54-

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.

         SECTION 13.7. 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 13.8. 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.

                                      -55-

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

                           WELLS FARGO DELAWARE TRUST
                             COMPANY,
                             as Delaware Trustee

                           By: /s/ Edward L. Truitt, Jr.
                           -------------------------------------
                           Edward L. Truitt, Jr.
                           Vice President

                           WELLS FARGO BANK, NATIONAL
                             ASSOCIATION,
                             as Institutional Trustee

                           By: /s/ Edward L. Truitt, Jr.
                               -------------------------------------
                           Edward L. Truitt, Jr.
                           Vice President

                           CVB Financial Corporation
                                   as Sponsor

                           By: /s/ Edward J. Biebrich Jr.
                               -------------------------------------
                           Edward J. Biebrich Jr.
                           Executive Vice President/Chief Financial Officer

                           By: /s/ Edward J. Biebrich Jr.
                               -------------------------------------
                           Edward J. Biebrich Jr.
                           Administrator

                           By: /s/ John P. Lang.
                               -------------------------------------
                           John P. Lang
                           Administrator

                                      -56-

                                      -57-

                                     ANNEX I

                                    TERMS OF
                                TP SECURITIES AND
                                COMMON SECURITIES

         Pursuant to Section 6.1 of the Restated Declaration of Trust, dated as
of December 15, 2003 (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) Capital Securities. 40,000 Capital Securities of CVB Statutory
Trust II (the "Trust"), with an aggregate stated liquidation amount with respect
to the assets of the Trust of Forty Million Dollars ($40,000,000) and a stated
liquidation amount with respect to the assets of the Trust of $1,000 per Capital
Security, are hereby designated for the purposes of identification only as the
"TP Securities" (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 or to conform
to the rules of any stock exchange on which the Capital Securities are listed,
if any.

         (b) Common Securities. 1,238 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. In the absence of an Event of Default, the Common
Securities will have an aggregate stated liquidation amount with respect to the
assets of the Trust of One Million Two Hundred Thirty Eight Thousand Dollars
($1,238,000) and a stated liquidation amount with respect to the assets of the
Trust of $1,000 per Common Security.

         2. Distributions.

         (a) Distributions payable on each Security will be payable at a fixed
rate of 6.46% (the "Fixed Rate") per annum from December 15, 2003 until January
7, 2009 (the "Fixed Rate Period") and thereafter at a variable per annum rate of
interest, reset quarterly, equal to LIBOR, as determined on the LIBOR
Determination Date, plus 2.85% (the "Variable Rate"), of the stated liquidation
amount of $1,000 per Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. Except as set forth
below in respect of an Extension Period, Distributions in arrears for more than
one quarterly period will bear interest thereon compounded quarterly at the
applicable Coupon Rate (defined to include the Fixed Rate and Variable Rate, as
applicable) for each such quarterly period (to the extent permitted by
applicable law). The term "Distributions" as used herein includes cash
distributions, any such compounded distributions and any Additional Interest
payable on the Debentures unless otherwise stated. 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

                                      A-I-1

funds legally available in the Property Account therefor. During the Fixed Rate
Period, the amount of Distributions payable for any period will be computed for
any full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. Upon expiration of the Fixed Rate Period, distributions will be computed
on the basis of a 360-day year and the actual number of days elapsed in the
relevant Distribution period; provided, however, that upon the occurrence of a
Special Event redemption pursuant to paragraph 4(a) below the amounts payable
pursuant to this Declaration shall be calculated as set forth in the definition
of Special Redemption Price.

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

                           (1) On the second LIBOR Business Day (provided, that
                  on such day commercial banks are open for business (including
                  dealings in foreign currency deposits) in London (a "LIBOR
                  Banking Day"), and otherwise the next preceding LIBOR Business
                  Day that is also a LIBOR Banking Day) prior to January 15,
                  April 15, July 15 and October 15 commencing January 15, 2009
                  (each such day, a "LIBOR Determination Date"), LIBOR shall
                  equal the rate, as obtained by the Calculation Agent for
                  three-month U.S. Dollar deposits in Europe, which appears on
                  Telerate Page 3750 (as defined in the International Swaps and
                  Derivatives Association, Inc. 1991 Interest Rate and Currency
                  Exchange Definitions) or such other page as may replace such
                  Telerate Page 3750, as of 11:00 a.m. (London time) on such
                  LIBOR Determination Date, as reported by Bloomberg Financial
                  Markets Commodities News. "LIBOR Business Day" means any day
                  that is not a Saturday, Sunday or other day on which
                  commercial banking institutions in New York, New York or
                  Wilmington, Delaware are authorized or obligated by law or
                  executive order to be closed. If such rate is superseded on
                  Telerate Page 3750 by a corrected rate before 12:00 noon
                  (London time) on the same LIBOR Determination Date, the
                  corrected rate as so substituted will be the applicable LIBOR
                  for that LIBOR Determination Date.

                           (2) If, on any LIBOR Determination Date, such rate
                  does not appear on Telerate Page 3750 as reported by Bloomberg
                  Financial Markets Commodities News or such other page as may
                  replace such Telerate Page 3750, the Calculation Agent shall
                  determine the arithmetic mean of the offered quotations of the
                  Reference Banks (as defined below) to leading banks in the
                  London Interbank market for three-month U.S. Dollar deposits
                  in Europe (in an amount determined by the Calculation Agent)
                  by reference to requests for quotations as of approximately
                  11:00 a.m. (London time) on the LIBOR Determination Date made
                  by the Calculation Agent to the Reference Banks. If, on any
                  LIBOR Determination Date, at least two of the Reference Banks
                  provide such quotations, LIBOR shall equal the arithmetic mean
                  of such quotations. If, on any LIBOR Determination Date, only
                  one or none of the Reference Banks provide such a quotation,
                  LIBOR shall be deemed to be the arithmetic mean of the offered
                  quotations that at least two leading banks in the City of New
                  York (as selected by the Calculation Agent) are quoting on the
                  relevant LIBOR Determination Date for

                                      A-I-2

             three-month U.S. Dollar deposits in Europe at approximately 11:00
             a.m. (London time) (in an amount determined by the Calculation
             Agent). As used herein, "Reference Banks" means four major banks in
             the London Interbank market selected by the Calculation Agent.

         (3) If the Calculation Agent is required but is unable to determine a
             rate in accordance with at least one of the procedures provided
             above, LIBOR shall be LIBOR in effect on the previous LIBOR
             Determination Date (whether or not LIBOR for such period was in
             fact determined on such LIBOR Determination Date).

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

         (d) On each LIBOR Determination Date, the Calculation Agent shall
notify, in writing, the Sponsor and the Paying Agent of the applicable Coupon
Rate in effect for the related Distribution payment period. The Calculation
Agent shall, upon the request of the Holder of any Securities, provide the
Coupon Rate then in effect. All calculations made by the Calculation Agent in
the absence of manifest error shall be conclusive for all purposes and binding
on the Sponsor and the Holders of the Securities. The Paying Agent shall be
entitled to rely on information received from the Calculation Agent or the
Sponsor as to the Coupon Rate. The Sponsor shall, from time to time, provide any
necessary information to the Paying Agent relating to any original issue
discount and interest on the Securities that is included in any payment and
reportable for taxable income calculation purposes.

         (e) 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
January 7, April 7, July 7 and October 7 of each year, commencing January 7,
2004 (each, a "Distribution Payment Date"). Subject to prior Submission of
Notice (as defined in the Indenture), the Debenture Issuer has the right under
the Indenture to defer payments of interest on the Debentures by extending the
interest payment period 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 (except any Additional Interest that may be due and
payable). During any Extension Period, interest will continue to accrue on the
Debentures, and interest on such accrued interest (such accrued interest and
interest thereon referred to herein as "Deferred Interest") will accrue at an
annual rate equal to the Coupon Rate in effect for each such Extension Period,
compounded quarterly from the date such Deferred Interest would have been
payable were it not for the Extension Period, to the extent permitted by law. 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
Deferred Interest then accrued and unpaid on the Debentures; provided, however,
that no Extension Period may extend beyond the Maturity Date and provided,
further, that, during any such Extension Period, the Debenture Issuer may not
(i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a

                                      A-I-3

liquidation payment with respect to, any of the Debenture Issuer's capital stock
or (ii) make any payment due on or repay, repurchase or redeem any debt
securities of the Debenture Issuer that rank pari passu in all respects with or
junior in interest to the Debentures (other than (a) repurchases, redemptions or
other acquisitions of shares of capital stock of the Debenture Issuer (A) in
connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, (B) in connection with a dividend reinvestment or
stockholder stock purchase plan or (C) in connection with the issuance of
capital stock of the 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
stockholder's rights plan, or the issuance of rights, stock or other property
under any stockholder's rights plan, or the redemption or repurchase of rights
pursuant thereto, or (e) any dividend in the form of stock, warrants, options or
other rights where the dividend stock or the stock issuable upon exercise of
such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock). Prior
to the termination of any Extension Period, the 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 Deferred Interest, the
Debenture Issuer may commence a new Extension Period, subject to the foregoing
requirements. No interest or Deferred Interest shall be due and payable during
an Extension Period, except at the end thereof, but Deferred Interest shall
accrue upon each installment of interest that would otherwise have been due and
payable during such Extension Period until such installment is paid. If
Distributions are deferred, the Distributions due shall be paid on the date that
the related Extension Period terminates, or, if such date is not a Distribution
Payment Date, on the immediately following Distribution Payment Date, 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 legally 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.

         (f) Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Registrar on the relevant
record dates. The relevant record dates shall be selected by the Administrators,
which dates shall be 15 days before the relevant payment dates. 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

                                      A-I-4

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. If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding Business
Day, in each case with the same force and effect as if made on such payment
date.

         (g) 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 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 Coupon 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 Section 3808(e) of 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 Tax Event, an Investment Company Event or a Capital Treatment
Event), subject to the receipt by the Debenture Issuer of prior approval from
the Board of Governors of the Federal Reserve System (the "Federal Reserve"),
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
the 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.

         The Trust shall dissolve on the first to occur of (i) January 7, 2039,
the expiration of the term of the Trust, (ii) a Bankruptcy Event with respect to
the Sponsor, the Trust or the Debenture Issuer, (iii) (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) the filing of
a certificate of dissolution of the Sponsor 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) the

                                      A-I-5

distribution to the Holders of the Securities of the Debentures, upon exercise
of the right of the Holder of all of the outstanding Common Securities to
dissolve the Trust as described above, (v) the entry of a decree of a judicial
dissolution of the Sponsor or the Trust, or (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. As soon as practicable after the dissolution of the Trust and upon
completion of the winding up of the Trust, the Trust shall terminate upon the
filing of a certificate of cancellation with the Secretary of State of the State
of Delaware.

         If a Liquidation of the Trust occurs as described in clause (i), (ii),
(iii) or (v) in the immediately preceding paragraph, the Trust shall be
liquidated by the Institutional Trustee of the Trust as expeditiously as such
Trustee determines to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to the
Holders of the Securities, the Debentures on a Pro Rata basis to the extent not
satisfied by the 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 to 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 the
immediately preceding paragraph shall occur if the Institutional Trustee
determines that such Liquidation is possible by distributing, after satisfaction
of liabilities to creditors of 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 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.

         Upon any such Liquidation of the Trust involving a distribution of the
Debentures, if at the time of such Liquidation, the Capital Securities were
rated by at least one nationally-recognized statistical rating organization, the
Debenture Issuer will use its reasonable best efforts to obtain from at least
one such or other rating organization a rating for the Debentures.

         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) any certificates representing the Capital Securities 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 of, 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) and
(iii) all rights of Holders of Securities under the Capital Securities or the
Common Securities, as applicable, shall cease, except the right of such Holders
to receive Debentures upon surrender of certificates representing such
Securities.

                                      A-I-6

         4. Redemption and Distribution.

         (a) The Debentures will mature on January 7, 2034. The Debentures may
be redeemed by the Debenture Issuer, in whole or in part, on any January 7,
April 7, July 7 or October 7 on or after January 7, 2009 at the Redemption
Price, upon not less than 30 nor more than 60 days' notice to Holders of such
Debentures. In addition, upon the occurrence and continuation of a Tax Event, an
Investment Company Event or a Capital Treatment Event, the Debentures may be
redeemed by the Debenture Issuer in whole but not in part, at any time within 90
days following the occurrence of such Tax Event, Investment Company Event or
Capital Treatment Event, as the case may be (the "Special Redemption Date"), at
the Special Redemption Price, upon not less than 30 nor more than 60 days'
notice to Holders of the Debentures so long as such Tax Event, Investment
Company Event or Capital Treatment Event, as the case may be, 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 then required under applicable capital guidelines or policies of the Federal
Reserve.

         "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, regulatory procedure, notice or announcement) (an
"Administrative Action") or judicial decision interpreting or applying such laws
or regulations, regardless of whether such Administrative Action or judicial
decision is issued to or in connection with a proceeding involving the 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 (including
withholding taxes), duties, assessments or other governmental charges.

         "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 a change in law or regulation or written change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority, there is more than an
insubstantial risk that the Trust is or, within 90 days of the date of such
opinion will be, considered an "investment company" that is required to be
registered under the Investment Company Act, which change or prospective change
becomes effective or would become effective, as the case may be, on or after the
date of the original issuance of the Debentures.

         "Capital Treatment Event" means the receipt by the Company and the
Trust of an Opinion of Counsel experienced in such matters to the effect that,
as a result of any amendment

                                      A-I-7

to, or 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 hereof,
there is more than an insubstantial risk that within 90 days of the receipt of
such opinion, the aggregate Liquidation Amount of the Capital Securities will
not be eligible to be treated by the Company as "Tier 1 Capital" (or the then
equivalent thereof) for purposes of the capital adequacy guidelines of the
Federal Reserve (or any successor regulatory authority with jurisdiction over
bank holding companies), as then in effect and applicable to the Company;
provided, however, that the inability of the Company to treat all or any portion
of the Liquidation Amount of the Capital Securities as Tier 1 Capital shall not
constitute the basis for a Capital Treatment Event, if such inability results
from the Company having cumulative preferred stock, minority interests in
consolidated subsidiaries, or any other class of security or interest which the
Federal Reserve, 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 the Debentures in connection with the Liquidation of the
Trust by the Debenture Issuer 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.

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

         "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 or, in the case of a redemption due to the occurrence of a
Special Event, to the Special Redemption Date if such Special Redemption Date is
on or after January 7, 2009.

         "Special Redemption Price" means (1) if the Special Redemption Date is
before January 7, 2009, One Hundred Seven and One Half Percent (105%) of the
principal amount to be redeemed plus any accrued and unpaid interest thereon to
the date of such redemption and (2) if the Special Redemption Date is on or
after January 7, 2009, the Redemption Price for such Special Redemption Date.

         "Redemption Date" means the date fixed for the redemption of Capital
Securities, which shall be any January 7, April 7, July 7 or October 7 on or
after January 7, 2009.

         (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, 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).

                                      A-I-8

         (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 as described in Section 4(e)(ii)
below.

         (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 Section 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 Registrar. 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) In the event that fewer than all the outstanding
                  Securities are to be redeemed, the Securities to be redeemed
                  shall be redeemed Pro Rata from each Holder of Capital
                  Securities.

                           (iii) 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 Section 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,
                  with respect to Book-Entry Capital Securities, on the
                  Redemption Date, irrevocably deposit with the Depositary for
                  such Book-Entry Capital Securities, to the extent available
                  therefor, funds sufficient to pay the relevant Redemption
                  Price and will give such Depositary irrevocable instructions
                  and authority to pay the Redemption Price to the Owners of the
                  Capital Securities. With respect to Capital Securities that
                  are not Book-Entry Capital Securities, the Institutional
                  Trustee will pay, to the extent available therefor, the
                  relevant Redemption Price 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

                                      A-I-9

                  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 specified in Section 4(a), but
                  without interest on such Redemption Price. If any date fixed
                  for redemption of Securities is not a Business Day, then
                  payment of any such Redemption Price payable on such date will
                  be made on the next succeeding day that is a Business Day
                  except that, if such Business Day falls in the next calendar
                  year, such payment will be made on the immediately preceding
                  Business Day, in each case with the same force and effect as
                  if made on such date fixed for redemption. If payment of the
                  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 then applicable 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. 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 15 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.

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

                           (v) 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 Sections 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
                  not less than 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

                                     A-I-10

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
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 not less than 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), 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 clause (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.

         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 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 the consent of a Super
Majority, the Institutional Trustee may only give such consent at the written
direction of the Holders of not less than the

                                     A-I-11

proportion in liquidation amount of such 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 written 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 Sections 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 6.7 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

                                     A-I-12

Institutional Trustee, or exercising any trust or power conferred upon the
Institutional Trustee under the Declaration, including (i) directing the time,
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 are 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 not less than 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 Section
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 clause (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 under the Declaration, to the
fullest extent permitted by law 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 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

                                     A-I-13

approval of the Holders of not less than 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 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
written direction of the Holders of not less than 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 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.

                                     A-I-14

         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 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 the full amount of such 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 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.

         11. No Preemptive Rights. The Holders of the Securities shall have no,
and the issuance of the Securities is not subject to, 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.

                                     A-I-15

                                                                    Exhibit 4.15

                                   EXHIBIT A-1

                      FORM OF CAPITAL SECURITY CERTIFICATE

                           [FORM OF FACE OF SECURITY]

         [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 CVB STATUTORY TRUST II OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED 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"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY ONLY
(A) TO THE DEBENTURE ISSUER OR THE TRUST, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF AN

                                      A-I-1

                                                                    Exhibit 4.15

"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 (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE DEBENTURE
ISSUER'S AND THE TRUST'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSES (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM IN
ACCORDANCE WITH THE AMENDED AND RESTATED DECLARATION OF TRUST, A COPY OF WHICH
MAY BE OBTAINED FROM THE DEBENTURE ISSUER OR THE TRUST. THE HOLDER OF THIS
SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

         THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS
AND WARRANTS THAT IT WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS
SECURITY UNLESS SUCH TRANSACTIONS ARE 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 THIS SECURITY OR ANY INTEREST THEREIN,
UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTION 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 THIS SECURITY 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.

         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 AMENDED AND RESTATED

                                      A-I-2

                                                                    Exhibit 4.15

DECLARATION OF TRUST TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

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

                                      A-I-3

Certificate Number [P-001]                   Number of Capital Securities 40,000

                    Certificate Evidencing Capital Securities

                                       of

                             CVB Statutory Trust II

                                  TP Securities

                (liquidation amount $1,000 per Capital Security)

         CVB Statutory Trust II, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder"), as nominee on behalf of The Depository Trust Company (the "Holder"),
is the registered owner of 40,000 capital securities of the Trust representing
undivided beneficial interests in the assets of the Trust, designated the TP
Securities (liquidation amount $1,000 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 December 15, 2003 (the
"Declaration"), among Edward J. Biebrich, Jr. and John Lang, as Administrators,
Wells Fargo Delaware Trust Company, as Delaware Trustee, Wells Fargo Bank,
National Association, as Institutional Trustee, CVB Financial Corporation, 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 the Declaration, as the same may be
amended from time to time. 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.

         By acceptance 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 shall be construed in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.

                                      A-I-4

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

                                          CVB Statutory Trust II

                                          By: /s/ Edward J. Biebrich Jr.
                                             -----------------------------------
                                          Edward J. Biebrich Jr.
                                          Administrator

                                 Dated: December 17, 2003

                          CERTIFICATE OF AUTHENTICATION

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

                                          WELLS FARGO BANK, NATIONAL
                                             ASSOCIATION,
                                          not in its individual capacity but
                                          solely as the Institutional Trustee

                                          By:/s/ Edward L. Truitt, Jr.
                                             -----------------------------------
                                          Edward L. Truitt, Jr.
                                          Vice President

                                               Dated December 17, 2003

                                      A-I-5

                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Capital Security will be payable at a
fixed rate of 6.46% (the "Fixed Rate") per annum from December 15, 2003 until
January 7, 2009 (the "Fixed Rate Period") and thereafter at a variable per annum
rate of interest, reset quarterly, equal to LIBOR (as defined in the
Declaration) plus 2.85% (the "Variable Rate") of the stated liquidation amount
of $1,000 per Capital Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. Except as set forth
below in respect of an Extension Period, Distributions in arrears for more than
one quarterly period will bear interest thereon compounded quarterly at the
applicable Coupon Rate (defined to include the Fixed Rate and Variable Rate, as
applicable) for each such quarterly period (to the extent permitted by
applicable law). The term "Distributions" as used herein includes cash
distributions, any such compounded distributions and any Additional Interest
payable on the Debentures unless otherwise stated. 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
legally available in the Property Account therefor. During the Fixed Rate
Period, the amount of Distributions payable for any period will be computed for
any full quarterly Distribution period on the basis of a 360-day year of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. Upon expiration of the Fixed Rate Period, distributions will be computed
on the basis of a 360-day year and the actual number of days elapsed in the
relevant Distribution period.

         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 January 7], April 7, July 7 and
October 7 of each year, commencing on January 7, 2004 (each, a "Distribution
Payment Date"). Upon submission of Notice, the Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest payment period 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 (except any Additional Interest that may be due and
payable). During any Extension Period, interest will continue to accrue on the
Debentures, and interest on such accrued interest (such accrued interest and
interest thereon referred to herein as "Deferred Interest") will accrue at an
annual rate equal to the Coupon Rate in effect for each such Extension Period,
compounded quarterly from the date such Deferred Interest would have been
payable were it not for the Extension Period, to the extent permitted by law. 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
Deferred Interest then accrued and unpaid on the Debentures; 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 Deferred Interest, the Debenture
Issuer may commence a new Extension Period, subject to the foregoing
requirements. No interest or Deferred Interest shall be due and payable during
an Extension Period, except at the end thereof, but Deferred Interest shall
accrue upon each installment of interest that would otherwise have been due and
payable during such Extension Period until such installment is paid. If
Distributions are deferred, the Distributions due shall be

                                      A-I-6

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 legally 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-7

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

                  Date:_________________________________

                  Signature:____________________________

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

                  Signature Guarantee:(1)________________________

- ---------------------------
         (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-8

                                                                    Exhibit 4.16

                                   EXHIBIT A-2

                       FORM OF COMMON SECURITY CERTIFICATE

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

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

                                      A-2-1

Certificate Number [C-001]                     Number of Common Securities 1,238

                    Certificate Evidencing Common Securities
                                       of
                             CVB Statutory Trust II

         CVB Statutory Trust II, 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 1,238 common securities of the Trust representing
undivided beneficial interests in the assets of the Trust (liquidation amount
$1,000 per Common Security)(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 December 15,
2003 (the "Declaration"), among Edward J. Biebrich, Jr. and John Lang, as
Administrators, Wells Fargo Delaware Trust Company, as Delaware Trustee, Wells
Fargo Bank, National Association, as Institutional Trustee, the Holder, 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 Common
Securities as set forth in Annex I to the Declaration, as the same may be
amended from time to time. Capitalized terms used herein but not defined shall
have the meaning given them in the Declaration. The Sponsor will provide a copy
of the Declaration 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.

         By acceptance 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 shall be construed in
accordance with, the laws of the State of Delaware, without regard to principles
of conflict of laws.

                                      A-2-2

         IN WITNESS WHEREOF, the Trust has executed this certificate December
15, 2003.

                                          CVB Statutory Trust II

                                          By: /s/ Edward J. Biebrich Jr.
                                              ----------------------------------
                                          Edward J. Biebrich Jr.
                                          Administrator

                                      A-2-3

                          [FORM OF REVERSE OF SECURITY]

         Distributions payable on each Common Security will be identical in
amount to the Distributions payable on each Capital Security, which is at a
fixed rate of 6.46% (the "Fixed Rate") per annum from December 15, 2003 until
January 7, 2009 (the "Fixed Rate Period") and thereafter at a variable per annum
rate of interest, reset quarterly, equal to LIBOR (as defined in the
Declaration) plus 2.85% (the "Variable Rate") of the stated liquidation amount
of $1,000 per Capital Security, such rate being the rate of interest payable on
the Debentures to be held by the Institutional Trustee. Except as set forth
below in respect of an Extension Period, Distributions in arrears for more than
one quarterly period will bear interest thereon compounded quarterly at the
applicable Coupon Rate (defined to include the Fixed Rate and Variable Rate, as
applicable) for each such quarterly period (to the extent permitted by
applicable law). The term "Distributions" as used herein includes cash
distributions, any such compounded distributions and any Additional Interest
payable on the Debentures unless otherwise stated. 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
legally available in the Property Account therefor. During the Fixed Rate
Period, the amount of Distributions payable for any period will be computed for
any quarterly Distribution period on the basis of a 360-day year of twelve
30-day months and the amount payable for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day
months. Upon expiration of the Fixed Rate Period, the amount of distributions
payable for any quarterly Distribution period on the basis of a 360-day year and
the actual number of days elapsed in the relevant Distribution period.

         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 January 7, April 7, July 7 and
October 7 of each year, commencing on January 7, 2004 (each, a "Distribution
Payment Date"). Upon submission of Notice, the Debenture Issuer has the right
under the Indenture to defer payments of interest on the Debentures by extending
the interest payment period 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 (except any Additional Interest that may be due and
payable). During any Extension Period, interest will continue to accrue on the
Debentures, and interest on such accrued interest (such accrued interest and
interest thereon referred to herein as "Deferred Interest") will accrue at an
annual rate equal to the Coupon Rate in effect for each such Extension Period,
compounded quarterly from the date such Deferred Interest would have been
payable were it not for the Extension Period, to the extent permitted by law. 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
Deferred Interest then accrued and unpaid on the Debentures; 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 Deferred Interest, the Debenture
Issuer may commence a new Extension Period, subject to the foregoing
requirements. No interest or Deferred Interest shall be due and payable during
an Extension Period, except at the end thereof, but Deferred Interest shall
accrue upon each

                                      A-2-4

installment of interest that would otherwise have been due and payable during
such Extension Period until such installment is paid. 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 legally available for the payment of such distributions in the Property
Account of the Trust. The Trust's funds legally 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 Common Securities shall be redeemable as provided in the Declaration.

                                      A-2-5

                                   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 _____________ as 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 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.

                                       C-1

                                                                    Exhibit 4.17

                               GUARANTEE AGREEMENT

                            CVB Financial Corporatin

                         Deted as of December 15, 2003

                                                                               .
                                                                               .
                                                                               .

                                TABLE OF CONTENTS

                                                                                   PAGE
                                                                                
                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1.  Definitions and Interpretation....................................      1

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1.  Powers and Duties of the Guarantee Trustee........................      4

SECTION 2.2.  Certain Rights of the Guarantee Trustee...........................      5

SECTION 2.3.  Not Responsible for Recitals or Issuance of Guarantee.............      7

SECTION 2.4.  Events of Default; Waiver.........................................      7

SECTION 2.5.  Events of Default; Notice.........................................      8

                                   ARTICLE III
                              THE GUARANTEE TRUSTEE

SECTION 3.1.  The Guarantee Trustee; Eligibility................................      8

SECTION 3.2.  Appointment, Removal and Resignation of the Guarantee Trustee.....      9

                                   ARTICLE IV
                                    GUARANTEE

SECTION 4.1.  Guarantee.........................................................      9

SECTION 4.2.  Waiver of Notice and Demand.......................................     10

SECTION 4.3.  Obligations Not Affected..........................................     10

SECTION 4.4.  Rights of Holders.................................................     11

SECTION 4.5.  Guarantee of Payment..............................................     11

SECTION 4.6.  Subrogation.......................................................     11

SECTION 4.7.  Independent Obligations...........................................     12

SECTION 4.8.  Enforcement.......................................................     12

                                       -i-

                                TABLE OF CONTENTS
                                   (continued)

                                                                                   Page
                                                                                
                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1.  Limitation of Transactions........................................     12

SECTION 5.2.  Ranking...........................................................     13

                                   ARTICLE VI
                                   TERMINATION

SECTION 6.1.  Termination.......................................................     13

                                   ARTICLE VII
                                 INDEMNIFICATION

SECTION 7.1.  Exculpation.......................................................     14

SECTION 7.2.  Indemnification...................................................     14

SECTION 7.3.  Compensation; Reimbursement of Expenses...........................     15

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.1.  Successors and Assigns............................................     16

SECTION 8.2.  Amendments........................................................     16

SECTION 8.3.  Notices...........................................................     16

SECTION 8.4.  Benefit...........................................................     17

SECTION 8.5.  Governing Law.....................................................     17

SECTION 8.6.  Counterparts......................................................     17

                                      -ii-

                               GUARANTEE AGREEMENT

                  This GUARANTEE AGREEMENT (the "Guarantee"), dated as of
December 15, 2003, is executed and delivered by CVB Financial Corporation,
incorporated in California (the "Guarantor"), and Wells Fargo Bank, National
Association, a national banking association with its principal place of business
in the State of Delaware, as trustee (the "Guarantee Trustee"), for the benefit
of the Holders (as defined herein) from time to time of the Capital Securities
(as defined herein) of CVB Statutory Trust II, a Delaware statutory trust (the
"Issuer").

                  WHEREAS, pursuant to an Amended and Restated Declaration of
Trust (the "Declaration"), dated as of December 15, 2003, among the trustees
named therein of the Issuer, CVB Financial Corporation, as sponsor, and the
Holders from time to time of undivided beneficial interests in the assets of the
Issuer, the Issuer is issuing on the date hereof securities, having an aggregate
liquidation amount of up to $40,000,000, designated the TP Securities (the
"Capital Securities"); and

                  WHEREAS, as incentive for the Holders to purchase the Capital
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Guarantee, to pay to the Holders of Capital
Securities the Guarantee Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein.

                  NOW, THEREFORE, in consideration of the purchase by each
Holder of the Capital Securities, which purchase the Guarantor hereby agrees
shall benefit the Guarantor, the Guarantor executes and delivers this Guarantee
for the benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions and Interpretation.

                  In this Guarantee, unless the context otherwise requires:

                  (a)      capitalized terms used in this Guarantee 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 Guarantee has the
         same meaning throughout;

                  (c)      all references to "the Guarantee" or "this Guarantee"
         are to this Guarantee as modified, supplemented or amended from time to
         time;

                  (d)      all references in this Guarantee to Articles and
         Sections are to Articles and Sections of this Guarantee, unless
         otherwise specified;

                  (e)      terms defined in the Declaration as of the date of
         execution of this Guarantee have the same meanings when used in this
         Guarantee, unless otherwise defined in this Guarantee or unless the
         context otherwise requires; and

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

                  "Beneficiaries" means any Person to whom the Issuer is or
hereafter becomes indebted or liable.

                  "Corporate Trust Office" means the office of the Guarantee
Trustee at which the corporate trust business of the Guarantee Trustee shall, at
any particular time, be principally administered, which office at the date of
execution of this Guarantee is located at 919 Market Street, Suite 700,
Wilmington, DE 19801.

                  "Covered Person" means any Holder of Capital Securities.

                  "Debentures" means the junior subordinated debentures of CVB
Financial Corporation, designated the Junior Subordinated Debt Securities due
2033, held by the Institutional Trustee (as defined in the Declaration) of the
Issuer.

                  "Event of Default" has the meaning set forth in Section 2.4.

                  "Guarantee Payments" means the following payments or
distributions, without duplication, with respect to the Capital Securities, to
the extent not paid or made by the Issuer: (i) any accrued and unpaid
Distributions (as defined in the Declaration) which are required to be paid on
such Capital Securities to the extent the Issuer has funds available in the
Property Account (as defined in the Declaration) therefor at such time, (ii) the
Redemption Price (as defined in the Indenture) to the extent the Issuer has
funds available in the Property Account therefor at such time, with respect to
any Capital Securities called for redemption by the Issuer, (iii) the Special
Redemption Price (as defined in the Indenture) to the extent the Issuer has
funds available in the Property Account therefor at such time, with respect to
Capital Securities called for redemption upon the occurrence of a Special Event
(as defined in the Indenture), and (iv) upon a voluntary or involuntary
liquidation, dissolution, winding-up or termination of the Issuer (other than in
connection with the distribution of Debentures to the Holders of the Capital
Securities in exchange therefor as provided in the Declaration), the lesser of
(a) the aggregate of the liquidation amount and all accrued and unpaid
Distributions on the Capital Securities to the date of payment, to the extent
the Issuer has funds available in the Property Account therefor at such time,
and (b) the amount of assets of the Issuer remaining available for distribution
to Holders in liquidation of the Issuer after satisfaction of liabilities to
creditors of the Issuer as required by applicable law (in either case, the
"Liquidation Distribution").

                  "Guarantee Trustee" means Wells Fargo Bank, National
Association, until a Successor Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this Guarantee and thereafter
means each such Successor Guarantee Trustee.

                  "Holder" means any holder, as registered on the books and
records of the Issuer, of any Capital Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Capital
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or any Affiliate of the Guarantor.

                  "Indemnified Person" means the Guarantee Trustee (including in
its individual capacity), any Affiliate of the Guarantee Trustee, or any
officers, directors, shareholders,

                                       -2-

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

                  "Indenture" means the Indenture, dated as of December 15,
2003, between the Guarantor and Wells Fargo Bank, National Association, not in
its individual capacity but solely as trustee, and any indenture supplemental
thereto pursuant to which the Debentures are to be issued to the Institutional
Trustee of the Issuer.

                  "Liquidation Distribution" has the meaning set forth in the
definition of "Guarantee Payments" herein.

                  "Majority in liquidation amount of the Capital Securities"
means Holder(s) of outstanding Capital Securities, voting together as a class,
but separately from the holders of Common Securities, 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,
but excluding, the date upon which the voting percentages are determined) of all
Capital Securities then outstanding.

                  "Obligations" means any costs, expenses or liabilities (but
not including liabilities related to taxes) of the Issuer, other than
obligations of the Issuer to pay to holders of any Trust Securities the amounts
due such holders pursuant to the terms of the Trust Securities.

                  "Officer's Certificate" means, with respect to any Person, a
certificate signed by one Authorized Officer of such Person. Any Officer's
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Guarantee shall include:

                  (a)      a statement that each officer signing the Officer's
         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 Officer's 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.

                  "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.

                  "Responsible Officer" means, with respect to the Guarantee
Trustee, any officer within the Corporate Trust Office of the Guarantee Trustee
with direct responsibility for the administration of any matters relating to
this Guarantee, including any vice president, any

                                       -3-

assistant vice president, any secretary, any assistant secretary, the treasurer,
any assistant treasurer, any trust officer or other officer of the Corporate
Trust Office of the Guarantee 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.

                  "Successor Guarantee Trustee" means a successor Guarantee
Trustee possessing the qualifications to act as Guarantee Trustee under Section
3.1.

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

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1. Powers and Duties of the Guarantee Trustee.

                  (a)      This Guarantee shall be held by the Guarantee Trustee
         for the benefit of the Holders of the Capital Securities, and the
         Guarantee Trustee shall not transfer this Guarantee to any Person
         except a Holder of Capital Securities exercising his or her rights
         pursuant to Section 4.4(b) or to a Successor Guarantee Trustee on
         acceptance by such Successor Guarantee Trustee of its appointment to
         act as Successor Guarantee Trustee. The right, title and interest of
         the Guarantee Trustee shall automatically vest in any Successor
         Guarantee Trustee, and such vesting and cessation of title shall be
         effective whether or not conveyancing documents have been executed and
         delivered pursuant to the appointment of such Successor Guarantee
         Trustee.

                  (b)      If an Event of Default actually known to a
         Responsible Officer of the Guarantee Trustee has occurred and is
         continuing, the Guarantee Trustee shall enforce this Guarantee for the
         benefit of the Holders of the Capital Securities.

                  (c)      The Guarantee Trustee, before the occurrence of any
         Event of Default and after the curing or waiving of all Events of
         Default that may have occurred, shall undertake to perform only such
         duties as are specifically set forth in this Guarantee, and no implied
         covenants shall be read into this Guarantee against the Guarantee
         Trustee. In case an Event of Default has occurred (that has not been
         cured or waived pursuant to Section 2.4(b)) and is actually known to a
         Responsible Officer of the Guarantee Trustee, the Guarantee Trustee
         shall exercise such of the rights and powers vested in it by this
         Guarantee, and use the same degree of care and skill in its exercise
         thereof, as a prudent person would exercise or use under the
         circumstances in the conduct of his or her own affairs.

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

                           (i)      prior to the occurrence of any Event of
                  Default and after the curing or waiving of all Events of
                  Default that may have occurred:

                                       -4-

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

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

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

                           (iii)    the Guarantee 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 written direction of the
                  Holders of not less than a Majority in liquidation amount of
                  the Capital Securities relating to the time, method and place
                  of conducting any proceeding for any remedy available to the
                  Guarantee Trustee, or exercising any trust or power conferred
                  upon the Guarantee Trustee under this Guarantee; and

                           (iv)     no provision of this Guarantee shall require
                  the Guarantee Trustee to expend or risk its own funds or
                  otherwise incur personal financial liability in the
                  performance of any of its duties or in the exercise of any of
                  its rights or powers, if the Guarantee Trustee shall have
                  reasonable grounds for believing that the repayment of such
                  funds is not reasonably assured to it under the terms of this
                  Guarantee, or security and indemnity, reasonably satisfactory
                  to the Guarantee Trustee, against such risk or liability is
                  not reasonably assured to it.

SECTION 2.2. Certain Rights of the Guarantee Trustee.

                  (a)      Subject to the provisions of Section 2.1:

                           (i)      The Guarantee Trustee may conclusively rely,
                  and shall be fully protected in acting or refraining from
                  acting upon, any resolution, certificate, statement,
                  instrument, opinion, report, notice, request, direction,
                  consent, order, 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.

                                       -5-

                           (ii)     Any direction or act of the Guarantor
                  contemplated by this Guarantee shall be sufficiently evidenced
                  by an Officer's Certificate.

                           (iii)    Whenever, in the administration of this
                  Guarantee, the Guarantee Trustee shall deem it desirable that
                  a matter be proved or established before taking, suffering or
                  omitting any action hereunder, the Guarantee Trustee (unless
                  other evidence is herein specifically prescribed) may, in the
                  absence of bad faith on its part, request and conclusively
                  rely upon an Officer's Certificate of the Guarantor which,
                  upon receipt of such request, shall be promptly delivered by
                  the Guarantor.

                           (iv)     The Guarantee Trustee shall have no duty to
                  see to any recording, filing or registration of any instrument
                  or other writing (or any rerecording, refiling or
                  reregistration thereof).

                           (v)      The Guarantee Trustee may consult with
                  counsel of its selection, and the advice or opinion of such
                  counsel with respect to legal matters shall be full and
                  complete authorization and protection in respect of any action
                  taken, suffered or omitted by it hereunder in good faith and
                  in accordance with such advice or opinion. Such counsel may be
                  counsel to the Guarantor or any of its Affiliates and may
                  include any of its employees. The Guarantee Trustee shall have
                  the right at any time to seek instructions concerning the
                  administration of this Guarantee from any court of competent
                  jurisdiction.

                           (vi)     The Guarantee Trustee shall be under no
                  obligation to exercise any of the rights or powers vested in
                  it by this Guarantee at the request or direction of any
                  Holder, unless such Holder shall have provided to the
                  Guarantee Trustee such security and indemnity, reasonably
                  satisfactory to the Guarantee Trustee, against the costs,
                  expenses (including attorneys' fees and expenses and the
                  expenses of the Guarantee Trustee's agents, nominees or
                  custodians) and liabilities that might be incurred by it in
                  complying with such request or direction, including such
                  reasonable advances as may be requested by the Guarantee
                  Trustee; provided, however, that nothing contained in this
                  Section 2.2(a)(vi) shall be taken to relieve the Guarantee
                  Trustee, upon the occurrence of an Event of Default, of its
                  obligation to exercise the rights and powers vested in it by
                  this Guarantee.

                           (vii)    The Guarantee Trustee shall not be bound to
                  make any investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, bond,
                  debenture, note, other evidence of indebtedness or other paper
                  or document, but the Guarantee Trustee, in its discretion, may
                  make such further inquiry or investigation into such facts or
                  matters as it may see fit.

                           (viii)   The Guarantee Trustee may execute any of the
                  trusts or powers hereunder or perform any duties hereunder
                  either directly or by or through agents, nominees, custodians
                  or attorneys, and the Guarantee Trustee shall not be

                                       -6-

                  responsible for any misconduct or negligence on the part of
                  any agent or attorney appointed with due care by it hereunder.

                           (ix)     Any action taken by the Guarantee Trustee or
                  its agents hereunder shall bind the Holders of the Capital
                  Securities, and the signature of the Guarantee Trustee or its
                  agents alone shall be sufficient and effective to perform any
                  such action. No third party shall be required to inquire as to
                  the authority of the Guarantee Trustee to so act or as to its
                  compliance with any of the terms and provisions of this
                  Guarantee, both of which shall be conclusively evidenced by
                  the Guarantee Trustee's or its agent's taking such action.

                           (x)      Whenever in the administration of this
                  Guarantee the Guarantee Trustee shall deem it desirable to
                  receive instructions with respect to enforcing any remedy or
                  right or taking any other action hereunder, the Guarantee
                  Trustee (A) may request instructions from the Holders of a
                  Majority in liquidation amount of the Capital Securities, (B)
                  may refrain from enforcing such remedy or right or taking such
                  other action until such instructions are received and (C)
                  shall be protected in conclusively relying on or acting in
                  accordance with such instructions.

                           (xi)     The Guarantee Trustee shall not be liable
                  for any action taken, suffered, or omitted to be taken by it
                  in good faith and reasonably believed by it to be authorized
                  or within the discretion or rights or powers conferred upon it
                  by this Guarantee.

                  (b)      No provision of this Guarantee shall be deemed to
         impose any duty or obligation on the Guarantee 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 Guarantee 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 Guarantee Trustee shall be construed to
         be a duty.

SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee.

                  The recitals contained in this Guarantee shall be taken as the
statements of the Guarantor, and the Guarantee Trustee does not assume any
responsibility for their correctness. The Guarantee Trustee makes no
representation as to the validity or sufficiency of this Guarantee.

SECTION 2.4. Events of Default; Waiver.

                  (a)      An Event of Default under this Guarantee will occur
         upon the failure of the Guarantor to perform any of its payment or
         other obligations hereunder.

                  (b)      The Holders of a Majority in liquidation amount of
         the Capital Securities may, voting or consenting as a class, on behalf
         of the Holders of all of the Capital Securities, waive any past Event
         of Default and its consequences. Upon such waiver, any

                                       -7-

         such Event of Default shall cease to exist, and shall be deemed to have
         been cured, for every purpose of this Guarantee, but no such waiver
         shall extend to any subsequent or other default or Event of Default or
         impair any right consequent thereon.

SECTION 2.5. Events of Default; Notice.

                  (a)      The Guarantee Trustee shall, within 90 days after the
         occurrence of an Event of Default, transmit by mail, first class
         postage prepaid, to the Holders of the Capital Securities, notices of
         all Events of Default actually known to a Responsible Officer of the
         Guarantee Trustee, unless such defaults have been cured before the
         giving of such notice, provided, however, that the Guarantee Trustee
         shall be protected in withholding such notice if and so long as a
         Responsible Officer of the Guarantee Trustee in good faith determines
         that the withholding of such notice is in the interests of the Holders
         of the Capital Securities.

                  (b)      The Guarantee Trustee shall not be charged with
         knowledge of any Event of Default unless the Guarantee Trustee shall
         have received written notice thereof from the Guarantor or a Holder of
         the Capital Securities, or a Responsible Officer of the Guarantee
         Trustee charged with the administration of this Guarantee shall have
         actual knowledge thereof.

                                   ARTICLE III
                              THE GUARANTEE TRUSTEE

SECTION 3.1. The Guarantee Trustee; Eligibility.

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

                           (i)      not be an Affiliate of the Guarantor; and

                           (ii)     be a corporation or national association
                  organized and doing business under the laws of the United
                  States of America or any state or territory thereof or of the
                  District of Columbia, or Person 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), and
                  subject to supervision or examination by federal, state,
                  territorial or District of Columbia authority. If such
                  corporation or national association publishes reports of
                  condition at least annually, pursuant to law or to the
                  requirements of the supervising or examining authority
                  referred to above, then, for the purposes of this Section
                  3.1(a)(ii), the combined capital and surplus of such
                  corporation or national association shall be deemed to be its
                  combined capital and surplus as set forth in its most recent
                  report of condition so published.

                  (b)      If at any time the Guarantee Trustee shall cease to
         be eligible to so act under Section 3.1(a), the Guarantee Trustee shall
         immediately resign in the manner and with the effect set forth in
         Section 3.2(c).

                                       -8-

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

SECTION 3.2. Appointment, Removal and Resignation of the Guarantee Trustee.

                  (a)      Subject to Section 3.2(b), the Guarantee Trustee may
         be appointed or removed without cause at any time by the Guarantor
         except during an Event of Default.

                  (b)      The Guarantee Trustee shall not be removed in
         accordance with Section 3.2(a) until a Successor Guarantee Trustee has
         been appointed and has accepted such appointment by written instrument
         executed by such Successor Guarantee Trustee and delivered to the
         Guarantor.

                  (c)      The Guarantee Trustee appointed to office shall hold
         office until a Successor Guarantee Trustee shall have been appointed or
         until its removal or resignation. The Guarantee Trustee may resign from
         office (without need for prior or subsequent accounting) by an
         instrument in writing executed by the Guarantee Trustee and delivered
         to the Guarantor, which resignation shall not take effect until a
         Successor Guarantee Trustee has been appointed and has accepted such
         appointment by an instrument in writing executed by such Successor
         Guarantee Trustee and delivered to the Guarantor and the resigning
         Guarantee Trustee.

                  (d)      If no Successor Guarantee Trustee shall have been
         appointed and accepted appointment as provided in this Section 3.2
         within 60 days after delivery of an instrument of removal or
         resignation, the Guarantee Trustee resigning or being removed may
         petition any court of competent jurisdiction for appointment of a
         Successor Guarantee Trustee. Such court may thereupon, after
         prescribing such notice, if any, as it may deem proper, appoint a
         Successor Guarantee Trustee.

                  (e)      No Guarantee Trustee shall be liable for the acts or
         omissions to act of any Successor Guarantee Trustee.

                  (f)      Upon termination of this Guarantee or removal or
         resignation of the Guarantee Trustee pursuant to this Section 3.2, the
         Guarantor shall pay to the Guarantee Trustee all amounts owing to the
         Guarantee Trustee under Sections 7.2 and 7.3 accrued to the date of
         such termination, removal or resignation.

                                   ARTICLE IV
                                    GUARANTEE

SECTION 4.1. Guarantee.

                  (a)      The Guarantor irrevocably and unconditionally agrees
         to pay in full to the Holders the Guarantee Payments (without
         duplication of amounts theretofore paid by the Issuer), as and when
         due, regardless of any defense (except as defense of payment by the
         Issuer), right of set-off or counterclaim that the Issuer may have or
         assert. The

                                       -9-

         Guarantor's obligation to make a Guarantee Payment may be satisfied by
         direct payment of the required amounts by the Guarantor to the Holders
         or by causing the Issuer to pay such amounts to the Holders.

                  (b)      The Guarantor hereby also agrees to assume any and
         all Obligations of the Issuer and in the event any such Obligation is
         not so assumed, subject to the terms and conditions hereof, the
         Guarantor hereby irrevocably and unconditionally guarantees to each
         Beneficiary the full payment, when and as due, of any and all
         Obligations to such Beneficiaries. This Guarantee is intended to be for
         the Beneficiaries who have received notice hereof.

SECTION 4.2. Waiver of Notice and Demand.

                  The Guarantor hereby waives notice of acceptance of this
Guarantee and of any liability to which it applies or may apply, presentment,
demand for payment, any right to require a proceeding first against the Issuer
or any other Person before proceeding against the Guarantor, protest, notice of
nonpayment, notice of dishonor, notice of redemption and all other notices and
demands.

SECTION 4.3. Obligations Not Affected.

                  The obligations, covenants, agreements and duties of the
Guarantor under this Guarantee shall in no way be affected or impaired by reason
of the happening from time to time of any of the following:

                  (a)      the release or waiver, by operation of law or
         otherwise, of the performance or observance by the Issuer of any
         express or implied agreement, covenant, term or condition relating to
         the Capital Securities to be performed or observed by the Issuer;

                  (b)      the extension of time for the payment by the Issuer
         of all or any portion of the Distributions, Redemption Price, Special
         Redemption Price, Liquidation Distribution or any other sums payable
         under the terms of the Capital Securities or the extension of time for
         the performance of any other obligation under, arising out of, or in
         connection with, the Capital Securities (other than an extension of
         time for the payment of the Distributions, Redemption Price, Special
         Redemption Price, Liquidation Distribution or other sums payable that
         results from the extension of any interest payment period on the
         Debentures or any extension of the maturity date of the Debentures
         permitted by the Indenture);

                  (c)      any failure, omission, delay or lack of diligence on
         the part of the Holders to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Holders pursuant to the
         terms of the Capital Securities, or any action on the part of the
         Issuer granting indulgence or extension of any kind;

                  (d)      the voluntary or involuntary liquidation,
         dissolution, sale of any collateral, receivership, insolvency,
         bankruptcy, assignment for the benefit of creditors, reorganization,
         arrangement, composition or readjustment of debt of, or other similar
         proceedings affecting, the Issuer or any of the assets of the Issuer;

                                      -10-

                  (e)      any invalidity of, or defect or deficiency in, the
         Capital Securities;

                  (f)      the settlement or compromise of any obligation
         guaranteed hereby or hereby incurred; or

                  (g)      any other circumstance whatsoever that might
         otherwise constitute a legal or equitable discharge or defense of a
         guarantor, it being the intent of this Section 4.3 that the obligations
         of the Guarantor hereunder shall be absolute and unconditional under
         any and all circumstances.

                  There shall be no obligation of the Holders to give notice to,
or obtain consent of, the Guarantor with respect to the happening of any of the
foregoing.

SECTION 4.4. Rights of Holders.

                  (a)      The Holders of a Majority in liquidation amount of
         the Capital Securities have the right to direct the time, method and
         place of conducting any proceeding for any remedy available to the
         Guarantee Trustee in respect of this Guarantee or to direct the
         exercise of any trust or power conferred upon the Guarantee Trustee
         under this Guarantee; provided, however, that (subject to Sections 2.1
         and 2.2) the Guarantee Trustee shall have the right to decline to
         follow any such direction if the Guarantee Trustee shall determine that
         the actions so directed would be unjustly prejudicial to the Holders
         not taking part in such direction or if the Guarantee Trustee being
         advised by legal counsel determines that the action or proceeding so
         directed may not lawfully be taken or if the Guarantee Trustee in good
         faith by its board of directors or trustees, executive committee or a
         trust committee of directors or trustees and/or Responsible Officers
         shall determine that the action or proceeding so directed would involve
         the Guarantee Trustee in personal liability.

                  (b)      Any Holder of Capital Securities may institute a
         legal proceeding directly against the Guarantor to enforce the
         Guarantee Trustee's rights under this Guarantee, without first
         instituting a legal proceeding against the Issuer, the Guarantee
         Trustee or any other Person. The Guarantor waives any right or remedy
         to require that any such action be brought first against the Issuer,
         the Guarantee Trustee or any other Person before so proceeding directly
         against the Guarantor.

SECTION 4.5. Guarantee of Payment.

                  This Guarantee creates a guarantee of payment and not of
collection.

SECTION 4.6. Subrogation.

                  The Guarantor shall be subrogated to all (if any) rights of
the Holders of Capital Securities against the Issuer in respect of any amounts
paid to such Holders by the Guarantor under this Guarantee; provided, however,
that the Guarantor shall not (except to the extent required by applicable
provisions of law) be entitled to enforce or exercise any right that it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Guarantee, if, after
giving effect to any such payment, any

                                      -11-

amounts are due and unpaid under this Guarantee. If any amount shall be paid to
the Guarantor in violation of the preceding sentence, the Guarantor agrees to
hold such amount in trust for the Holders and to pay over such amount to the
Holders.

SECTION 4.7. Independent Obligations.

                  The Guarantor acknowledges that its obligations hereunder are
independent of the obligations of the Issuer with respect to the Capital
Securities and that the Guarantor shall be liable as principal and as debtor
hereunder to make Guarantee Payments pursuant to the terms of this Guarantee
notwithstanding the occurrence of any event referred to in subsections (a)
through (g), inclusive, of Section 4.3 hereof.

SECTION 4.8. Enforcement.

                  A Beneficiary may enforce the Obligations of the Guarantor
contained in Section 4.1 (b) directly against the Guarantor, and the Guarantor
waives any right or remedy to require that any action be brought against the
Issuer or any other person or entity before proceeding against the Guarantor.

                  The Guarantor shall be subrogated to all rights (if any) of
any Beneficiary against the Issuer in respect of any amounts paid to the
Beneficiaries by the Guarantor under this Guarantee; provided, however, that the
Guarantor shall not (except to the extent required by applicable provisions of
law) be entitled to enforce or exercise any rights that it may acquire by way of
subrogation or any indemnity, reimbursement or other agreement, in all cases as
a result of payment under this Guarantee, if, after giving effect to such
payment, any amounts are due and unpaid under this Guarantee.

                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1. Limitation of Transactions.

                  So long as any Capital Securities remain outstanding, if (a)
there shall have occurred and be continuing an Event of Default or (b) the
Guarantor shall have selected an Extension Period as provided in the Declaration
and such period, or any extension thereof, shall have commenced and be
continuing, then the Guarantor may not (x) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Guarantor's capital stock or (y) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem
any debt securities of the Guarantor that rank pari passu in all respects with
or junior in interest to the Debentures (other than (i) payments under this
Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of
capital stock of the Guarantor (A) in connection with any employment contract,
benefit plan or other similar arrangement with or for the benefit of one or more
employees, officers, directors, or consultants, (B) in connection with a
dividend reinvestment or stockholder stock purchase plan or (C) in connection
with the issuance of capital stock of the Guarantor (or securities convertible
into or exercisable for such capital stock), as consideration in an acquisition
transaction entered into prior to the occurrence of the Event of Default or the
applicable Extension Period, (iii) as a result of any exchange,
reclassification, combination or

                                      -12-

conversion of any class or series of the Guarantor's capital stock (or any
capital stock of a subsidiary of the Guarantor) for any class or series of the
Guarantor's capital stock or of any class or series of the Guarantor's
indebtedness for any class or series of the Guarantor's capital stock, (iv) the
purchase of fractional interests in shares of the Guarantor's capital stock
pursuant to the conversion or exchange provisions of such capital stock or the
security being converted or exchanged, (v) any declaration of a dividend in
connection with any stockholder's rights plan, or the issuance of rights, stock
or other property under any stockholder's rights plan, or the redemption or
repurchase of rights pursuant thereto, or (vi) 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).

SECTION 5.2. Ranking.

                  This Guarantee will constitute an unsecured obligation of the
Guarantor and will rank subordinate and junior in right of payment to all
present and future Senior Indebtedness (as defined in the Indenture) of the
Guarantor. By their acceptance thereof, each Holder of Capital Securities agrees
to the foregoing provisions of this Guarantee and the other terms set forth
herein.

                  The right of the Guarantor to participate in any distribution
of assets of any of its subsidiaries upon any such subsidiary's liquidation or
reorganization or otherwise is subject to the prior claims of creditors of that
subsidiary, except to the extent the Guarantor may itself be recognized as a
creditor of that subsidiary. Accordingly, the Guarantor's obligations under this
Guarantee will be effectively subordinated to all existing and future
liabilities of the Guarantor's subsidiaries, and claimants should look only to
the assets of the Guarantor for payments thereunder. This Guarantee does not
limit the incurrence or issuance of other secured or unsecured debt of the
Guarantor, including Senior Indebtedness of the Guarantor, under any indenture
or agreement that the Guarantor may enter into in the future or otherwise.

                                   ARTICLE VI
                                   TERMINATION

SECTION 6.1. Termination.

                  This Guarantee shall terminate as to the Capital Securities
(i) upon full payment of the Redemption Price or the Special Redemption Price,
as the case may be, of all Capital Securities then outstanding, (ii) upon the
distribution of all of the Debentures to the Holders of all of the Capital
Securities or (iii) upon full payment of the amounts payable in accordance with
the Declaration upon dissolution of the Issuer. This Guarantee will continue to
be effective or will be reinstated, as the case may be, if at any time any
Holder of Capital Securities must restore payment of any sums paid under the
Capital Securities or under this Guarantee.

                                      -13-

                                   ARTICLE VII
                                 INDEMNIFICATION

SECTION 7.1. Exculpation.

                  (a)      No Indemnified Person shall be liable, responsible or
         accountable in damages or otherwise to the Guarantor or any Covered
         Person for any loss, damage or claim incurred by reason of any act or
         omission of such Indemnified Person in good faith in accordance with
         this Guarantee and in a manner that such Indemnified Person reasonably
         believed to be within the scope of the authority conferred on such
         Indemnified Person by this Guarantee 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 Issuer or the Guarantor
         and upon such information, opinions, reports or statements presented to
         the Issuer or the Guarantor by any Person as to matters the Indemnified
         Person reasonably believes are within such other Person's professional
         or expert competence and who, if selected by such Indemnified Person,
         has been selected with reasonable care by such Indemnified Person,
         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 Capital Securities might properly be paid.

SECTION 7.2. Indemnification.

                  (a)      The Guarantor agrees to indemnify each Indemnified
         Person for, and to hold each Indemnified Person harmless against, any
         and all loss, liability, damage, claim or expense incurred without
         negligence or willful misconduct on the part of the Indemnified Person,
         arising out of or in connection with the acceptance or administration
         of the trust or trusts hereunder, including but not limited to the
         costs and expenses (including reasonable legal fees and expenses) of
         the Indemnified Person defending itself against, or investigating, any
         claim or liability in connection with the exercise or performance of
         any of the Indemnified Person's powers or duties hereunder. The
         obligation to indemnify as set forth in this Section 7.2 shall survive
         the resignation or removal of the Guarantee Trustee and the termination
         of this Guarantee.

                  (b)      Promptly after receipt by an Indemnified Person under
         this Section 7.2 of notice of the commencement of any action, such
         Indemnified Person will, if a claim in respect thereof is to be made
         against the Guarantor under this Section 7.2, notify the Guarantor in
         writing of the commencement thereof; but the failure so to notify the
         Guarantor (i) will not relieve the Guarantor from liability under
         paragraph (a) above unless and to the extent that the Guarantor did not
         otherwise learn of such action and such failure results in the
         forfeiture by the Guarantor of substantial rights and defenses and (ii)
         will not, in any event, relieve the Guarantor from any obligations to
         any Indemnified Person other than the indemnification obligation
         provided in paragraph (a) above. The Guarantor shall be entitled to
         appoint counsel of the Guarantor's choice at the Guarantor's

                                      -14-

         expense to represent the Indemnified Person in any action for which
         indemnification is sought (in which case the Guarantor shall not
         thereafter be responsible for the fees and expenses of any separate
         counsel retained by the Indemnified Person or Persons except as set
         forth below); provided, however, that such counsel shall be
         satisfactory to the Indemnified Person. Notwithstanding the Guarantor's
         election to appoint counsel to represent the Indemnified Person in any
         action, the Indemnified Person shall have the right to employ separate
         counsel (including local counsel), and the Guarantor shall bear the
         reasonable fees, costs and expenses of such separate counsel (and local
         counsel), if (i) the use of counsel chosen by the Guarantor to
         represent the Indemnified Person would present such counsel with a
         conflict of interest, (ii) the actual or potential defendants in, or
         targets of, any such action include both the Indemnified Person and the
         Guarantor and the Indemnified Person shall have reasonably concluded
         that there may be legal defenses available to it and/or other
         Indemnified Persons which are different from or additional to those
         available to the Guarantor, (iii) the Guarantor shall not have employed
         counsel satisfactory to the Indemnified Person to represent the
         Indemnified Person within a reasonable time after notice of the
         institution of such action or (iv) the Guarantor shall authorize the
         Indemnified Person to employ separate counsel at the expense of the
         Guarantor. The Guarantor will not, without the prior written consent of
         the Indemnified Persons, settle or compromise or consent to the entry
         of any judgment with respect to any pending or threatened claim,
         action, suit or proceeding in respect of which indemnification or
         contribution may be sought hereunder (whether or not the Indemnified
         Persons are actual or potential parties to such claim or action) unless
         such settlement, compromise or consent includes an unconditional
         release of each Indemnified Person from all liability arising out of
         such claim, action, suit or proceeding.

SECTION 7.3. Compensation; Reimbursement of Expenses.

                  The Guarantor agrees:

                  (a)      to pay to the Guarantee Trustee from time to time
         such compensation for all services rendered by it hereunder as the
         parties shall agree to 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 Guarantee Trustee upon request for all reasonable
         expenses, disbursements and advances incurred or made by it in
         accordance with any provision of this Guarantee (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or willful misconduct.

                  The provisions of this Section 7.3 shall survive the
resignation or removal of the Guarantee Trustee and the termination of this
Guarantee.

                                      -15-

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

                  All guarantees and agreements contained in this Guarantee
shall bind the successors, assigns, receivers, trustees and representatives of
the Guarantor and shall inure to the benefit of the Holders of the Capital
Securities then outstanding. Except in connection with any merger or
consolidation of the Guarantor with or into another entity or any sale, transfer
or lease of the Guarantor's assets to another entity, in each case to the extent
permitted under the Indenture, the Guarantor may not assign its rights or
delegate its obligations under this Guarantee without the prior approval of the
Holders of not less than a Majority in liquidation amount of the Capital
Securities.

SECTION 8.2. Amendments.

                  Except with respect to any changes that do not adversely
affect the rights of Holders of the Capital Securities in any material respect
(in which case no consent of Holders will be required), this Guarantee may be
amended only with the prior approval of the Holders of not less than a Majority
in liquidation amount of the Capital Securities. The provisions of the
Declaration with respect to amendments thereof shall apply equally with respect
to amendments of the Guarantee.

SECTION 8.3. Notices.

                  All notices provided for in this Guarantee shall be in
writing, duly signed by the party giving such notice, and shall be delivered,
telecopied or mailed by first class mail, as follows:

                  (a)      If given to the Guarantee Trustee, at the Guarantee
         Trustee's mailing address set forth below (or such other address as the
         Guarantee Trustee may give notice of to the Holders of the Capital
         Securities):

                           Wells Fargo Bank, National Association
                           919 Market Street
                           Suite 700
                           Wilmington, DE 19801
                           Attention: Corporate Trust Division
                           Telecopy: 302-575-2006
                           Telephone: 302-575-2005

                                      -16-

                  (b)      If given to the Guarantor, at the Guarantor's mailing
         address set forth below (or such other address as the Guarantor may
         give notice of to the Holders of the Capital Securities and to the
         Guarantee Trustee):

                           CVB Financial Corporation
                           701 N. Haven Avenue, Suite 350
                           Ontario, CA 91764
                           Attention: Ed Biebrich
                           Telecopy: (909) 481-2120
                           Telephone: (909) 481-2149

                  (c)      If given to any Holder of the Capital Securities, at
         the address set forth on the books and records of the Issuer.

                  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 8.4. Benefit.

                  This Guarantee is solely for the benefit of the Holders of the
Capital Securities and, subject to Section 2.1(a), is not separately
transferable from the Capital Securities.

SECTION 8.5. Governing Law.

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

SECTION 8.6. Counterparts.

                  This Guarantee may contain more than one counterpart of the
signature page and this Guarantee may be executed by the affixing of the
signature of the Guarantor and the Guarantee Trustee 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.

                                      -17-

                  THIS GUARANTEE is executed as of the day and year first above
written.

                                          CVB FINANCIAL CORPORATION,
                                          AS GUARANTOR

                                          By: /s/ Edward J. Biebrich Jr.
                                             -----------------------------------
                                          Edward J. Biebrich Jr.
                                          Executive Vice President/Chief
                                          Financial Officer

                                          WELLS FARGO BANK, NATIONAL
                                          ASSOCIATION, AS GUARANTEE TRUSTEE

                                          By:/s/ Edward L. Truitt, Jr.
                                             -----------------------------------
                                          Edward L. Truitt, Jr.
                                          Vice President

                                      -18-

                                                                      EXHIBIT 21

                       CVB FINANCIAL CORP. & SUBSIDIARIES

- --------------------------------------------------------------------------------
                               CVB FINANCIAL CORP.
                                (Formed 4-27-81)
                      Chairman of the Board - George Borba
   Directors - John Borba, Ron Kruse**, John LoPorto, Jim Seley,
                            San Vaccaro & Linn Wiley
                             President - Linn Wiley
                  Chief Financial Officer - Edward Biebrich***
                      Corporate Secretary - Donna Marchesi
                      Board of Directors Meetings - Monthly
- --------------------------------------------------------------------------------

                                        -
                                        -

- ------------------------------------------------------------------------------------------------------
                                                
           CITIZENS BUSINESS BANK                              GOLDEN WEST ENTERPRISES, INC.
              (Formed 12-26-73                                        (Formed 2-23-81
   Changed from Chino Valley Bank 4-1-96)             Chgd. from Golden West Enterprises, Inc. 7-1-02)
      Chairman of the Board - G. Borba          --            Chairman of the Board - G. Borba
Directors - J. Borba, Kruse**, LoPorto, Seley,         Directors - J. Borba, Kruse**, LoPorto, Seley,
               Vaccaro & Wiley                                        Vaccaro & Wiley
           President - Linn Wiley                                President - Mike Mayfield
Chief Financial Officer - Edward Biebrich***            Chief Financial Officer - Edward Biebrich***
    Corporate Secretary - Donna Marchesi                    Corporate Secretary - Donna Marchesi
    Board of Directors Meetings - Monthly                 Board of Directors Meetings - Quarterly
- ------------------------------------------------------------------------------------------------------

                                        -
                                        -

- --------------------------------------------------------------------------------
                          COMMUNITY TRUST DEED SERVICES
                                (Formed 3-25-83)
                      Chairman of the Board - George Borba
  Directors - J. Borba, R. Kruse**, J. LoPorto, J. Seley, S. Vaccaro & L. Wiley
                             President - Linn Wiley
                  Chief Financial Officer - Edward Biebrich***
                      Corporate Secretary - Donna Marchesi
        Board of Directors Meetings - January, April, May, July & October
- --------------------------------------------------------------------------------

                                        -
                                        -

- --------------------------------------------------------------------------------
                              CHINO VALLEY BANCORP*
                                (Formed 6-22-84)
 (Originally Appraisal Concepts, Inc. - 12-18-91 chgd. To Premier Results, Inc.
                    - 3-20-96 chgd. To Chino Valley Bancorp)
                      Chairman of the Board - George Borba
  Directors - J. Borba, R. Kruse**, J. LoPorto, J. Seley, S. Vaccaro & L. Wiley
                             President - Linn Wiley
                  Chief Financial Officer - Edward Biebrich***
                      Corporate Secretary - Donna Marchesi
                  Board of Directors Meetings - February & May
                       *shell company to protect the name
- --------------------------------------------------------------------------------

                                        -
                                        -

- --------------------------------------------------------------------------------
                               CVB VENTURES, INC.
                                (Formed 3-16-99)
                      Chairman of the Board - George Borba
  Directors - J. Borba, R. Kruse**, J. LoPorto, J. Seley, S. Vaccaro & L. Wiley
                             President - Linn Wiley
                  Chief Financial Officer - Edward Biebrich***
                      Corporate Secretary - Donna Marchesi
       Board of Directors Meetings - January, April, May, July and October
- --------------------------------------------------------------------------------

                                       -
- --------------------------------------------------------------------------------
                            ORANGE NATIONAL BANCORP*
  (Acq. 10-4-99 with Orange Nat'l. Bank - 2-7-00 chgd. from ONB Mortgage Corp.)
                      Chairman of the Board - George Borba
  Directors - J. Borba, R. Kruse**, J. LoPorto, J. Seley, S. Vaccaro & L. Wiley
                             President - Linn Wiley
                  Chief Financial Officer - Edward Biebrich***
                      Corporate Secretary - Donna Marchesi
                  Board of Directors Meetings - February & May
                       *shell company to protect the name
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                              CVB STATUTORY TRUST I
                            CVB FINANCIAL CORPORATION
                                (Formed 12-17-03)
               President & Chief Executive Officer - D. Linn Wiley
  Institutional Trustee - U.S. Bank National Association - Paul D. Allen, Vice
                                    President
  Sponsor - CVB Financial Corporation - Edward J. Biebrich, Jr., Executive Vice
                      President and Chief Financial Officer
  Administrators - Edward J. Biebrich, Jr., Executive Vice President and Chief
                       Financial Officer and John P. Lang
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                             CVB STATUTORY TRUST II
                            CVB FINANCIAL CORPORATION
                                (Formed 12-11-03)
               President & Chief Executive Officer - D. Linn Wiley
 Trustee - Wells Fargo Bank, National Association - Edward L. Truitt, Jr., Vice
                                    President
  Sponsor - CVB Financial Corporation - Edward J. Biebrich, Jr., Executive Vice
                      President and Chief Financial Officer
  Administrators - Edward J. Biebrich, Jr., Executive Vice President and Chief
                       Financial Officer and John P. Lang
- --------------------------------------------------------------------------------

         **Vice Chariman                  ***Assistant Corp. Secretary

                                                              Exhibit 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in Registration Statement Nos.
333-88519, 333-41318, 333-50442 and 333-41198 of CVB Financial Corp. on Form
S-8, of our report, dated March 10, 2004, appearing in this Annual Report on
Form 10-K of CVB Financial Corp. for the year ended December 31, 2003.

/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
March 11, 2004

                                                                    Exhibit 31.1

                                  CERTIFICATION

                  I, D. Linn Wiley, certify that:

1.       I have reviewed this annual report on Form 10-K of CVB Financial Corp.;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

                  a) designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this annual report is being
                  prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation;

                  c) disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

                  a) all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

                  b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the registrant's internal control over financial reporting.

Date: March 11, 2004                         /s/ D. Linn Wiley
                                             -----------------------------------
                                             D. Linn Wiley
                                             Chief Executive Officer

                                                                    Exhibit 31.2

                                  CERTIFICATION

                  I, Edward J. Biebrich, Jr., certify that:

1.       I have reviewed this annual report on Form 10-K of CVB Financial Corp.;

2.       Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4.       The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

                  a) designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to the registrant, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this annual report is being
                  prepared;

                  b) evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation;

                  c) disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

5.       The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

                  a) all significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect the
                  registrant's ability to record, process, summarize and report
                  financial information; and

                  b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role in
                  the registrant's internal control over financial reporting.

Date: March 11, 2004                         /s/ Edward J. Biebrich. Jr.
                                             -----------------------------------
                                             Edward J. Biebrich. Jr.
                                             Chief Financial Officer

                                                                    Exhibit 32.1

                                  CERTIFICATION

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report of CVB Financial Corp. (the
"Company") on Form 10-K for the fiscal year ended December 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, D. Linn Wiley, Chief Executive Officer of the Company, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, to the best of my knowledge that:

         (1)      The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations of the
Company.

Date: March 11, 2004                         /s/ D. Linn Wiley
                                             -----------------------------------
                                             D. Linn Wiley
                                             Chief Executive Officer

                                                                    Exhibit 32.2

                                  CERTIFICATION

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Annual Report of CVB Financial Corp. (the
"Company") on Form 10-K for the fiscal year ended December 31, 2003, as filed
with the Securities and Exchange Commission on the date hereof (the "Report"),
I, Edward J. Biebrich, Jr., Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to the best of my knowledge that:

         (1)      The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      The information contained in the Report fairly presents, in
all material respects, the financial condition and result of operations of the
Company.

Date: March 11, 2004                         /s/ Edward J. Biebrich Jr.
                                             -----------------------------------
                                             Edward J. Biebrich Jr.
                                             Chief Financial Officer