S-1

As filed with the Securities and Exchange Commission on September 16, 2002

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

COMMERCIAL CAPITAL BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

NEVADA	6035	33-0865080
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code No.)	(I.R.S. Employer Identification No.)

One Venture, 3rd Floor

Irvine, California 92618

(949) 585-7500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Stephen H. Gordon

Chairman of the Board and Chief Executive Officer

Commercial Capital Bancorp, Inc.

One Venture, 3rd Floor

Irvine, California 92618

(949) 585-7500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Norman B. Antin, Esq. Jeffrey D. Haas, Esq. Kelley Drye & Warren LLP 8000 Towers Crescent Drive Suite 1200 Vienna, Virginia 22182 Stanley F. Farrar, Esq. Sullivan & Cromwell 1888 Century Park East Suite 2100 Los Angeles, California 90067

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Common Stock, $0.001 par value	$	60,087,500	$	5,529

(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o).

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2002

Prospectus

Shares

COMMERCIAL CAPITAL BANCORP, INC.

Common Stock

We are Commercial Capital Bancorp, Inc., one of the largest and fastest growing independent banking organizations headquartered in Orange County, California. We are a diversified financial institution holding company that conducts operations through Commercial Capital Bank, FSB, a federally chartered savings bank, Financial Institutional Partners Mortgage Corporation, a commercial mortgage banking company, and ComCap Financial Services, Inc., a registered broker-dealer. We are offering              shares of our common stock in this offering. Prior to this offering, there has been no public market for our common stock. We have applied to have our common stock listed for quotation on the Nasdaq National Market under the symbol “CCBI.”

See “Risk Factors” beginning on page 12 for a discussion of factors you should consider before you make your investment decision.

	Per Share	Total
Price to Public	$	$
Underwriting Discount	$	$
Proceeds, before Expenses, to Us	$	$

The underwriters may also purchase up to an additional              shares from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

These securities are not savings or deposit accounts or obligations of any bank and are not insured by the Federal Deposit Insurance Corporation, Bank Insurance Fund, Savings Association Insurance Fund or any other governmental agency.

The underwriters expect to deliver the shares against payment in New York, New York, on or about             , 2002.

Sandler O’Neill & Partners, L.P. Friedman Billings Ramsey

The date of this prospectus is             , 2002.

COMMERCIAL CAPITAL BANCORP, INC.

Selected Quarterly Financial Performance Ratio and Data

TABLE OF CONTENTS

	Page
Prospectus Summary	2
Risk Factors	12
Cautionary Statement Regarding Forward-Looking Statements	20
Use of Proceeds	21
Dividend Policy	21
Capitalization	22
Dilution	23
Selected Consolidated Financial Information	24
Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Business	45
Regulation	68
Management	77
Principal Stockholders	88
Description of Capital Stock	90
Underwriting	93
Shares Eligible for Future Sale	95
Experts	97
Validity of the Securities	97
Where You Can Find More Information	97
Index to Financial Statements	F-1

You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Information contained on our web site is not part of this prospectus.

Until             , 2003 all dealers that effect transactions of these securities may, whether or not participating in this offering, be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

This summary provides an overview of selected information contained elsewhere in this prospectus and does not contain all of the information you should consider. You should read the following summary together with the more detailed information set out in this prospectus, including the “Risk Factors” section beginning on page 12 and our financial statements and notes to those financial statements that appear elsewhere in this prospectus.

Unless otherwise stated, all information in this prospectus assumes that the underwriters will not exercise their over-allotment option to purchase any of the              shares of our common stock subject to that option.

Unless otherwise stated in this prospectus, references to “we,” “our” and “us” refer to Commercial Capital Bancorp, Inc. We conduct our operations through our subsidiaries, Financial Institutional Partners Mortgage Corporation, or FIPMC, Commercial Capital Bank, FSB, or the Bank, and ComCap Financial Services, Inc., or ComCap. From April 1998 through December 22, 2000, all of our operations were carried on by FIPMC, and references to “we,” “our” and “us” refer to FIPMC during such time. After December 22, 2000, Commercial Capital Bancorp became the holding company for FIPMC and the Bank, and, after July 1, 2002, the holding company for ComCap. Please refer to the introductory paragraph to “—Summary Consolidated Financial Information” for more specific information on which of our companies are included at any point in time in the financial data presented in the financial statements, schedules and textual discussion which appear in this prospectus.

Commercial Capital Bancorp, Inc.

We are one of the largest independent banking organizations headquartered in Orange County, California and, based on the percentage growth in our assets on a quarterly basis over the past 24 months, we have been the fastest growing banking organization in Orange County according to data compiled by the Federal Deposit Insurance Corporation, or FDIC. We provide a variety of lending and deposit products and services to middle market commercial businesses, income property real estate investors, related real estate service companies and high net worth individuals and professionals. We conduct our operations through the Bank, a federally chartered savings bank; FIPMC, a commercial mortgage banking company; and ComCap, a registered broker dealer. At June 30, 2002, we had consolidated total assets of $649.1 million, net loans held for investment of $333.9 million, total deposits of $256.2 million and stockholders’ equity of $33.4 million.

We are recognized as one of the leading originators of multi-family residential real estate loans in California, having ranked fourth in the state in originations of such loans for the six months ended June 30, 2002. We originate multi-family residential loans and, to a lesser extent, loans secured by commercial real estate, both for our portfolio as well as for sale for cash on a nonrecourse basis to a network of commercial banks and savings institutions located primarily within California. We offer our clients commercial business loans, select trust and investment services and a variety of deposit products. We also maintain a significant portfolio of securities, consisting primarily of mortgage-backed securities which are insured or guaranteed by U.S. government agencies or government sponsored enterprises, hereinafter referred to as U.S. government agency mortgage-backed securities, both as a means to enhance our returns, as well as to manage our liquidity and capital.

Our History

Our growth and expansion since the formation of FIPMC are the result of our adherence to a business model which was created by our founding stockholders. This business model reflects a systematic and gradual approach toward the establishment of an integrated financial services company that can be summarized in three phases beginning in 1998:

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Phase I: April 1998 to December 1999:    Developed multi-family loan origination and secondary market distribution capabilities.

• Identified attractive market opportunity for multi-family loan originations:    In early 1998, the financial services sector in California experienced significant consolidation. A number of large financial institutions that had been active multi-family residential lenders were acquired and their separate multi-family residential loan origination efforts were curtailed. Our founding stockholders recognized that the $6.0 billion multi-family loan origination market was open to new providers of financing. FIPMC was organized in April 1998 to originate small- to medium-sized, adjustable-rate multi-family residential and commercial real estate loans ranging in size from $500,000 to $5.0 million. In addition, the disruption of the commercial mortgage-backed securities market later that year made it increasingly more difficult for lenders in the market to securitize and sell multi-family residential and commercial real estate loans. As a result, the lenders in the market who relied on securitization as a source of liquidity were originating fewer loans at higher interest rates due to the lack of a secondary market for such loans. Management observed these trends in the market and, in shaping their ongoing business strategy, recognized that there was a tremendous opportunity for originators of small- to medium-sized, adjustable-rate multi-family and commercial real estate loans which were not reliant on securitizations as a source of liquidity.

• Assembled high quality loan origination team:    The consolidation activity provided us with an opportunity to hire experienced multi-family residential loan originators, underwriters and processors from many of the acquired institutions. Led by David S. DePillo, our Vice Chairman, President and Chief Operating Officer, who had formerly managed the multi-family banking unit of Home Savings of America, along with its real estate development subsidiaries, we hired a number of experienced loan originators, underwriters and processors from the leading multi-family and commercial real estate lending institutions in California. By building FIPMC’s lending unit in this manner, management believes that it was able to quickly and credibly build market share due to the experience, reputation and knowledge of its personnel.

• Invested in infrastructure sufficient to support up to $2 billion of annual loan origination capability:     Consistent with our long-term growth plans, we initially invested in technology and systems that management believed would be sufficient to support up to $2 billion in annual loan originations. After only 6 months of operations, at December 31, 1998, we were ranked as the eleventh largest multi-family lender in California by dollar volume, having originated a total of $126.5 million of such loans. For the year ended December 31, 2000, FIPMC originated a total of $314.9 million loans and was ranked fifth in California in the origination of multi-family residential real estate loans. From its inception through June 30, 2002, FIPMC originated an aggregate of $1.6 billion of multi-family residential and commercial real estate loans, with $361.0 million having been originated in the six months ended June 30, 2002.

• Developed unique secondary market distribution system for multi-family residential and commercial real estate loan sales:    Recognizing a growing demand by banks and thrifts located in California for quality, adjustable-rate multi-family and commercial real estate loans, management began developing an alternative secondary market distribution system by building upon our existing relationships with numerous financial institutions primarily based in California to whom we began selling our originations on a loan-by-loan basis. In addition to the loan underwriting process done by FIPMC, management believes that each of these acquiring institutions underwrites each of the loans we sell them. Management believes that this process of constantly having the market pricing and credit quality checked by secondary market buyers of our loan production on a loan-by-loan basis, combined with the fact that we have not had any net charge-offs on loans held for investment since our inception, demonstrates the quality of our loan originations to date. In addition, having witnessed the disruption of the commercial mortgage-backed securities market in late 1998, coupled with the high demand for quality, adjustable-rate loans by banks and thrifts in California, management believes that their unique secondary market distribution strategy gave them a competitive advantage in gaining market share.

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Phase II: January 2000 to March 2002:    Acquired and built a commercial banking platform with deposit gathering capability.    Having built a successful multi-family residential and commercial real estate loan origination capability, we then focused on developing the capability to retain a portion of our loans on our balance sheet and providing commercial banking products and services to our target client base, the high net worth, income property real estate investors, property management companies and related real estate service companies with whom we were already conducting business.

• Acquired a small savings institution:    In January 2000, our founding stockholders organized an investor group to acquire approximately 84% of the common stock of a small savings institution with $42.9 million of total assets and $22.4 million in deposits. Immediately following its acquisition, a new management team and board of directors were appointed, the institution’s name was changed to Commercial Capital Bank, FSB, its headquarters were moved from Riverside to Irvine, California, its systems were converted to support a commercial banking platform, and comprehensive policies and risk management procedures were established. On December 22, 2000, Commercial Capital Bancorp became the holding company for FIPMC and acquired approximately 90% of the common stock of the Bank, the remaining shares of which were acquired in December 2001.

• Restructured the Bank’s balance sheet:    Now focused on providing financial services to commercial businesses and income property real estate investors, we restructured the Bank’s balance sheet by selling a majority of the Bank’s single-family residential loans and purchasing multi-family residential loans and, to a lesser extent, commercial real estate loans from FIPMC, as well as purchasing U.S. government agency mortgage-backed securities. The Bank continues to separately underwrite and purchase up to 50% (subject to regulatory limitations) of FIPMC’s loan production.

• Issued trust preferred securities to increase Tier 1 capital and support balance sheet growth:    To support the balance sheet growth of the Bank, we issued $35 million of trust preferred securities in three offerings in 2001 and early 2002, and downstreamed approximately $29.8 million of the net proceeds to the Bank which qualified as Tier 1 capital for the Bank.

• Launched trust business:    To respond to the need for trust and investment services by our target client base, the Bank formed a trust department in November 2000. By outsourcing the money management and investment functions to a third party provider, we believe we are able to provide quality service and expertise at competitive pricing while minimizing overhead.

• Achieved significant balance sheet and earnings growth:    As of March 31, 2002, we had grown on a consolidated basis to $602.2 million of total assets, $282.3 million of net loans held for investment, $173.3 million of deposits and $28.2 million of stockholders’ equity and generated $1.5 million of net income for the three months ended March 31, 2002.

Phase III: March 2002 to Current:    Integrated asset origination and commercial banking platform.    

We are focused on providing a full range of banking products and services to our target client base and continue to strengthen our internal operations. More recently, we have:

• Launched money market deposit account to grow transactional account base:    We are currently promoting our money market deposit product and have been successful in attracting a significant amount of such deposits. As of June 30, 2002 over 25% of our deposits consisted of money market deposit accounts.

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• Bolstered Internal Policies and Procedures:    In May 2002, we hired Richard Sanchez, formerly Deputy Director of the Western Region of the Office of Thrift Supervision, or OTS, as Executive Vice President and head of Corporate Risk Management and Government Relations to help us manage and anticipate internal and external risks relating to regulatory, audit and strategic issues and to support our growth to a substantially larger, full-service financial institution.

• Acquired ComCap to provide fixed income brokerage services:    To better service the fixed income investment needs of our target client base, we acquired ComCap in July 2002.

• Expanded our commercial banking and deposit gathering efforts:    In September 2002, we hired a new head of relationship banking who has extensive private, retail and commercial relationship banking experience, to lead our efforts to build our core deposit base and commercial and private banking services.

• Opened a new branch in south Orange County:    To better attract and service high net worth and business deposit relationships, we opened a new branch office in September 2002 in a high-end retail center located in south Orange County.

• Continued to achieve significant balance sheet and earnings growth:    As of June 30, 2002, we had grown on a consolidated basis to $649.1 million of total assets, $333.9 million of net loans held for investment, $256.2 million of deposits and $33.4 million of stockholders’ equity and generated $3.9 million of net income for the six months ended June 30, 2002.

From our beginnings as a multi-family and commercial mortgage banking company in 1998, we have grown to become a broadly diversified financial institution and one of the largest independent financial institutions based in Orange County. We have demonstrated an ability to originate high quality multi-family residential and commercial real estate loans in the California market. We have also demonstrated an ability to grow our deposit base. The relationships we have developed in this market since 1998 have led us to focus on a market niche of middle market commercial businesses, income property real estate investors, property management companies, related real estate service companies and high net worth individuals. We believe that by providing a full range of loan, deposit, trust and asset management services to this target market, we will be able to continue to increase our profitability and diversify our sources and types of income.

Building upon our four year base of operations, we believe we are now well-positioned for future growth. We believe that this offering will enhance our ability to grow and implement our strategic priorities, which include:

Continuing to build our deposit relationships and commercial banking franchise:    As of June 30, 2002, we had grown to $256.2 million of deposits. We will continue to promote our commercial banking franchise in order to build on established deposit relationships, which we believe over time will lower our cost of funds and increase the franchise value of our institution. We are currently promoting our money market accounts, which totaled $64.9 million, or 25.3% of total deposits, at June 30, 2002, compared to $5.2 million, or 4.4% of total deposits, at December 31, 2001. In addition to our new branch office in south Orange County which opened in September 2002, we will consider opening new branch offices and acquiring branch offices and/or whole institutions in our market area that we believe will enhance our deposit and commercial banking relationships. In addition to the recent hiring of the head of our relationship banking group, we are actively seeking to hire experienced commercial business officers with strong business relationships in our markets in order to expand and enhance our current deposit and commercial banking operations.

Increasing our loans held for investment and our securities portfolio while maintaining the quality of our assets:    As of June 30, 2002, we had grown to $649.1 million of total assets, $333.9 million of net loans held for investment and $228.2 million of securities. The capital being raised in this offering will facilitate the continued growth in the Bank’s balance sheet, thereby permitting the Bank to increase the amount of multi-family residential and commercial real estate loans and U.S. government agency mortgage-backed securities which it may purchase and hold in its portfolio. We believe that this growth can be accomplished without sacrificing the quality of our assets. Our lending professionals have a strong, proven track record of performance, and follow policies and procedures that we believe provide for a rigorous underwriting of all loans originated by FIPMC. We had no non-performing assets as of June 30, 2002, nor did we have any non- performing assets at December 31, 2001 or 2000. We believe that an increase in our loans held for investment and our securities portfolio will enhance our net interest income.

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Expanding our mortgage banking originations:    As a result of the ongoing consolidation of the financial services sector within California, the multi-family market is highly fragmented. According to DataQuick, for the six months ended June 30, 2002, the two largest lenders accounted for approximately 25.18% of total multi-family loan originations within California, with approximately 500 institutions accounting for the remaining 74.82% of the market. Since our inception, we have incurred substantial expenses in hiring our management team and related personnel and building our delivery systems and infrastructure to support our growth. Management believes that as a result of our prior investments, FIPMC’s existing origination platform can process over $2 billion of annual loan originations and the Bank has the capacity to service the loans expected to be purchased from FIPMC. In addition, we have expanded our secondary market distribution system by developing relationships with over 40 financial institutions primarily based in California to whom we sell our loan originations on a loan-by-loan basis. Consequently, management believes that we are well positioned to continue to grow our multi-family residential and commercial loan originations and that continued incremental growth will not cause our operating expenses to increase by a proportionate amount.

Increasing our profitability and diversifying our sources and types of income:    We generated earnings of $3.9 million for the six months ended June 30, 2002 and $1.6 million for the year ended December 31, 2001, which amounted to a return on average assets of 1.46% and 0.66% and a return on average equity of 25.82% and 5.98%, respectively, during these periods. Approximately 18.6% of our total revenues during the six months ended June 30, 2002 and approximately 28.7% of our total revenues during the year ended December 31, 2001 was comprised of non-interest income from our mortgage banking operations. We expect to continue to enhance our net interest income as we increase our loans held for investment and our securities portfolio. We also expect to increase our non-interest income generated by our mortgage banking operations and the investment services offered by ComCap and the Bank’s trust department.

Company Information

Our executive offices are located at One Venture, 3rd Floor, Irvine, California 92618 and our main telephone number is (949) 585-7500.

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The Offering

Common Stock offered	shares (1)
Common Stock outstanding after this offering	shares (2)
Nasdaq National Market symbol	CCBI
Use of proceeds	Our net proceeds from this offering are estimated to be approximately $         million. We are raising funds in this offering primarily for general corporate purposes, including our continued investment in loans primarily secured by multi-family residential properties, mortgage-backed and other investment securities, growth in our deposit base, and to support further expansion of our operations.

(1) The number of shares of our common stock offered assumes that the underwriters’ over-allotment option is not exercised. If the over-allotment option is exercised in full, we will issue and sell an additional              shares.

(2) The number of shares of our common stock outstanding after this offering is based upon the number of shares outstanding on              2002 and excludes 2,967,526 shares of common stock issuable upon the exercise of outstanding stock options as of September 1, 2002 at a weighted average exercise price of $5.58 per share and 32,474 shares of common stock reserved for issuance under our stock option plan.

Risk Factors

See “Risk Factors” on page 12 for a discussion of certain risks related to an investment in our common stock.

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Summary Consolidated Financial Information

You should read the summary consolidated financial data set forth below in conjunction with our historical consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this prospectus. The statement of operations data for the years ended December 31, 1999, 2000 and 2001 and the balance sheet data as of December 31, 2000 and 2001 have been derived from our audited financial statements included elsewhere in this prospectus. The statement of operations data for the year ended December 31, 1998 and the financial condition data as of December 31, 1998 and 1999 have been derived from our audited financial statements that are not included in this prospectus.

On December 22, 2000, Commercial Capital Bancorp became the holding company for FIPMC and acquired approximately 90% of the Bank. Our reorganization of FIPMC as a subsidiary of the holding company was treated as a reorganization of entities under common control in a manner consistent with a pooling of interests for accounting purposes and, as a result, periods prior to December 22, 2000 have been restated to reflect such reorganization. Our acquisition of the Bank was treated as a purchase for accounting purposes. Consequently, information at and for the periods prior to December 22, 2000 consists of information relating to Commercial Capital Bancorp and FIPMC, while information at and for the periods after December 22, 2000 consists of information relating to Commercial Capital Bancorp, the Bank and FIPMC. FIPMC was formed in April 1998 and, consequently, financial information prior to April 1998 does not exist. Our consolidated financial information for the six-month periods ended June 30, 2002 and 2001 are derived from our unaudited consolidated financial statements, which, in the opinion of management, include all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results for such periods. Historical results are not necessarily indicative of future results and results for the six-month period ended June 30, 2002 are not necessarily indicative of our expected results for the full year ending December 31, 2002.

	At or For the Six Months Ended June 30,						At or For the Year Ended December 31,
	2002			2001			2001			2000(1)			1999(1)			1998(1)(2)
	(Dollars in Thousands, Except Per Share Data)
Financial Condition Data:
Total assets	$	649,116		$	225,457		$	423,691		$	181,507		$	29,931		$	24,502
Loans held for investment, net of allowance for loan losses		333,896			108,030			188,797			81,100			—			—
Loans held for sale		45,028			46,852			52,379			32,106			28,125			22,756
Securities (3)		228,162			46,006			119,685			38,628			—			—
Goodwill		13,014			13,579			13,014			13,950			—			—
Deposits		256,165			88,638			118,339			60,428			—			—
Securities sold under agreements to repurchase		106,689			10,311			78,752			14,535			—			—
Federal Home Loan Bank advances		172,974			50,671			128,690			47,095			—			—
Trust preferred securities		35,000			—			15,000			—			—			—
Warehouse lines of credit		40,409			46,595			52,389			31,967			26,376			20,785
Total stockholders’ equity		33,411			25,674			26,802			24,753			2,457			3,002
Statement of Operations Data:
Interest income	$	16,442		$	6,742		$	15,879		$	3,234		$	1,406		$	276
Interest expense		7,427			4,325			9,248			3,229			1,275			217
Net interest income		9,015			2,417			6,631			5			131			59
Provision for loan losses		814			228			686			—			—			—
Net interest income after provision for loan losses		8,201			2,189			5,945			5			131			59
Noninterest income		2,493			1,701			4,942			2,375			3,500			1,889
Noninterest expenses (4)		(4,032	)		(3,357	)		(7,507	)		(3,642	)		(4,732	)		(1,441	)
Income (loss) before income tax expense (benefit)		6,662			533			3,380			(1,262	)		(1,101	)		507
Income tax expense (benefit)		2,785			377			1,716			(740	)		2			—
Income (loss) before minority interest and change in accounting principle		3,877			156			1,664			(522	)		(1,103	)		507
Income allocated to minority interest		—			29			108			—			—			—
Income (loss) before change in accounting principle		3,877			127			1,556			(522	)		(1,103	)		507
Cumulative effect of change in accounting principle		—			—			—			—			(156	)		—
Net income (loss)	$	3,877		$	127		$	1,556		$	(522	)	$	(1,259	)	$	507

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	At or For the Six Months Ended June 30,						At or For the Year Ended December 31,
	2002			2001			2001			2000(1)			1999(1)			1998(1)(2)
	(Dollars in Thousands, except per share data)
Per Share Data:
Earnings (loss) per share—Basic	$	0.43		$	0.01		$	0.18		$	(0.11	)	$	(0.28	)	$	0.16
Earnings (loss) per share—Diluted		0.41			0.01			0.17			(0.11	)		(0.28	)		0.16
Weighted average shares outstanding— Basic		8,934,107			8,564,669			8,680,976			4,593,434			4,451,214			3,211,580
Weighted average shares outstanding— Diluted		9,449,039			8,886,935			9,003,856			4,593,434			4,451,214			3,211,580
Common shares outstanding at end of period		8,964,868			8,697,551			8,845,764			8,546,866			4,486,807			4,381,831
Book value per share	$	3.73		$	2.95		$	3.03		$	2.90		$	0.55		$	0.69
Tangible book value per share		2.28			1.39			1.56			1.26			0.55			0.69
Operating Data (5):
Performance Ratios and Other Data:
Loan originations	$	368,275		$	208,101		$	494,897		$	314,948		$	315,337		$	126,549
Return on average assets		1.46	%		0.13	%		0.66	%		(1.06	)%		(5.06	)%		5.96	%
Return on average stockholders’ equity		25.82			1.02			5.98			(18.82	)		(39.82	)		30.47
Equity to assets at end of period		5.15			11.39			6.33			13.64			8.21			12.25
Interest rate spread (6)		3.40			2.05			2.56			(0.35	)		(0.40	)		(0.41	)
Net interest margin (6)		3.54			2.76			3.06			0.01			0.68			1.54
Efficiency ratio (7)		35.21			77.29			66.60			153.03			130.72			73.97
Allowance for loan losses to total loans held for investment at end of period (8)		0.57			0.60			0.58			0.52			—			—
Bank Regulatory Capital Ratios (9):
Tier 1 risk-based capital		14.23			10.78			14.09			12.16			N/A			N/A
Total risk-based capital		14.86			11.48			14.73			12.72			N/A			N/A
Tier 1 leverage capital		8.35			6.20			7.89			6.85			N/A			N/A

(1) Please refer to the lead-in to this table for information as to which of our companies are included in the financial data presented for each of the years shown.

(2) Data for the year ended December 31, 1998 consists of information from April 16, 1998 through December 31, 1998.

(3) At June 30, 2002, $226.1 million of our securities portfolio was classified as available-for-sale and $2.1 million was classified as held to maturity. For all other periods, all securities are classified as available-for-sale.

(4) Includes non-cash stock compensation related to restricted stock award agreements entered into with three of our executive officers of $69,000 during each of the six months ended June 30, 2002 and 2001 and $139,000 during the year ended December 31, 2001, $871,000 during the year ended December 31, 2000 and $855,000 during the year ended December 31, 1999. See “Management—Restricted Stock Award Agreements.”

(5) With the exception of end of period ratios, all average balances for the Bank consist of average daily balances, while certain average balances for Commercial Capital Bancorp and FIPMC consist of average month-end balances, and all ratios are annualized where appropriate.

(6) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. Net interest margin represents net interest income as a percentage of average interest-earning assets.

(7) Efficiency ratio represents noninterest expenses, excluding amortization of goodwill, as a percentage of the aggregate of net interest income and noninterest income, excluding gains on sales of securities. We do not exclude gains on loans held for sale because we consider such activity to be part of our core operations.

(8) We did not have any non-performing loans or non-performing assets nor any charge-offs as of or for any of the dates presented.

(9) For additional information on the Bank’s regulatory capital requirements, see “Regulatory Capital” and “Regulation—The Bank—Regulatory Capital Requirements.”

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Summary Quarterly Consolidated Financial Information

The summary quarterly consolidated financial information set forth below is derived from our unaudited consolidated financial statements which, in the opinion of management, include all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results for such periods. The summary quarterly consolidated financial and other data set forth below should be read in conjunction with, and is qualified in its entirety by, our historical consolidated financial statements, including the related notes, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	At or For the Three Months Ended
	June 30, 2002			March 31, 2002			December 31, 2001			September 30, 2001			June 30, 2001			March 31, 2001
	(Dollars in Thousands, Except Per Share Data)
Financial Condition Data:
Total assets	$	649,116		$	602,208		$	423,691		$	263,684		$	225,457		$	202,589
Loans held for investment, net of allowance for loan losses		333,896			282,316			188,797			136,669			108,030			95,323
Loans held for sale		45,028			43,156			52,379			31,975			46,852			31,972
Securities (1)		228,162			176,641			119,685			72,928			46,006			44,336
Goodwill		13,014			13,014			13,014			13,394			13,579			13,765
Deposits		256,165			173,328			118,339			102,519			88,638			82,916
Securities sold under agreements to repurchase		106,689			136,835			78,752			30,584			10,311			9,750
Federal Home Loan Bank advances		172,974			179,745			128,690			61,354			50,671			50,708
Trust preferred securities		35,000			35,000			15,000			—			—			—
Warehouse lines of credit		40,409			43,336			52,389			31,526			46,595			31,832
Total stockholders’ equity		33,411			28,239			26,802			27,596			25,674			24,717
Statement of Operations Data:
Interest income		9,286			7,156			4,954			4,183			3,509			3,233
Interest expense		4,265			3,162			2,441			2,482			2,203			2,122
Net interest income		5,021			3,994			2,513			1,701			1,306			1,111
Provision for loan losses		293			521			283			175			106			122
Net interest income after provision for loan losses		4,728			3,473			2,230			1,526			1,200			989
Noninterest income		1,545			948			1,759			1,482			900			801
Noninterest expenses (2)		(2,295	)		(1,737	)		(2,518	)		(1,632	)		(1,541	)		(1,816	)
Income before income tax expense		3,978			2,684			1,471			1,376			559			(26	)
Income tax expense		1,646			1,139			694			645			308			69
Income (loss) before minority interest		2,332			1,545			777			731			251			(95	)
Income allocated to minority interest		—			—			49			30			12			17
Net income (loss)	$	2,332		$	1,545		$	728		$	701		$	239		$	(112	)
Per Share Data:
Earnings (loss) per share—Basic	$	0.26		$	0.17		$	0.08		$	0.08		$	0.03		$	(0.01	)
Earnings (loss) per share—Diluted		0.24			0.17			0.08			0.08			0.03			(0.01	)
Weighted average shares outstanding— Basic		8,950,628			8,917,403			8,843,824			8,746,948			8,582,451			8,546,691
Weighted average shares outstanding— Diluted		9,617,546			9,233,206			9,167,337			9,070,437			8,905,452			8,546,691
Common shares outstanding at end of period		8,964,868			8,971,763			8,845,764			8,802,263			8,697,551			8,557,309
Book value per share	$	3.73		$	3.15		$	3.03		$	3.14		$	2.95		$	2.89
Tangible book value per share		2.28			1.70			1.56			1.61			1.39			1.28

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	At or For the Three Months Ended
	June 30, 2002			March 31, 2002			December 31, 2001			September 30, 2001			June 30, 2001			March 31, 2001
	(Dollars in Thousands)
Operating Data (3):
Performance Ratios and Other Data:
Loan originations	$	178,238		$	190,037		$	138,569		$	148,227		$	120,711		$	87,390
Return on average assets		1.54	%		1.35	%		0.95	%		1.14	%		0.47	%		(0.25	)%
Return on average stockholders’ equity		29.94			21.37			10.59			10.55			3.82			(1.80	)
Equity to assets at end of period		5.15			4.69			6.33			10.47			11.39			12.20
Interest rate spread (4)		3.39			3.50			3.19			2.41			2.18			1.98
Net interest margin (4)		3.46			3.76			3.46			2.98			2.82			2.70
Efficiency ratio (5)		35.25			35.15			69.62			49.07			61.42			98.43
Allowance for loan losses to total loans held for investment at end of period (6)		0.57			0.57			0.58			0.60			0.60			0.57
Bank Regulatory Capital Ratios (7):
Tier 1 risk-based capital ratio		14.23			17.25			14.09			9.75			10.78			10.68
Total risk-based capital ratio		14.86			17.92			14.73			10.49			11.48			11.31
Tier 1 leverage capital ratio		8.35			8.51			7.89			5.78			6.20			6.01

(1) At June 30, 2002 and March 31, 2002, $226.1 million and $174.6 million, respectively, of our securities portfolio was classified as available-for-sale, and $2.1 million was classified as held to maturity in both periods. For all other periods, all securities are classified as available-for-sale.

(2) Includes non-cash stock compensation related to restricted stock award agreements entered into with three of our executive officers of $35,000 during the three months ended June 30, 2002, $34,000 during the three months ended March 31, 2002, $35,000 during the three months ended December 31, 2001, $35,000 during the three months ended September 30, 2001, $35,000 during the three months ended June 30, 2001 and $34,000 during the three months ended March 31, 2001. See “Management—Restricted Stock Award Agreements.”

(3) With the exception of end of period ratios, all average balances for the Bank consist of average daily balances, while certain average balances for Commercial Capital Bancorp and FIPMC consist of average month-end balances, and all ratios are annualized where appropriate.

(4) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. Net interest margin represents net interest income as a percentage of average interest-earning assets.

(5) Efficiency ratio represents noninterest expenses, excluding amortization of goodwill, as a percentage of the aggregate of net interest income and noninterest income, excluding gains on sales of securities. We do not exclude gains on loans held for sale because we consider such activity to be part of our core operations.

(6) We did not have any non-performing loans or non-performing assets nor any charge-offs as of or for any of the dates presented.

(7) For information on the Bank’s regulatory capital requirements, see “Regulatory Capital” and “Regulation—The Bank—Regulatory Capital Requirements.”

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RISK FACTORS

An investment in our common stock involves risk. You should carefully read the risks described below, together with all of the other information included in this prospectus, before you decide to buy any of our common stock.

Risks Relating to Our Business

We have a limited operating history which makes it difficult to predict our future prospects and financial performance.

We commenced operations in April 1998 and acquired the Bank in December 2000. Our activities during 1998, 1999 and 2000 were focused on starting-up our operations, building our infrastructure, restructuring the Bank’s balance sheet and achieving the necessary scale in our mortgage banking and banking businesses to enhance our profitability. Consequently, we have limited meaningful historical financial data upon which to determine our future prospects. Although we have reported favorable operating results for the year ended December 31, 2001 and the six months ended June 30, 2002, no assurance can be made that we will be successful in achieving or maintaining our profitability in future periods.

Our multi-family residential and commercial real estate loans held for investment are relatively unseasoned, and defaults on such loans would adversely affect our financial condition and results of operations.

At June 30, 2002, our multi-family residential and commercial real estate loans held for investment amounted to $320.5 million in the aggregate, or 95.5% of our total loans held for investment, and the average loan size of our multi-family residential and commercial real estate loans was $847,000 as of such date. Our multi-family residential and commercial real estate loan portfolios consist primarily of loans originated after January 2000 and are, consequently, unseasoned. The payment on such loans is typically dependent on the successful operation of the project, which is affected by the supply and demand for multi-family residential units and commercial property within the relevant market. If the market for multi-family units and commercial property experiences a decline in demand, multi-family and commercial borrowers may suffer losses on their projects and be unable to repay their loans. Defaults on these loans would negatively affect our financial condition, results of operations and prospects.

We rely, in part, on external financing to fund our operations and the unavailability of such funds in the future could adversely impact our growth strategy and prospects.

The Bank relies on deposits, advances from the Federal Home Loan Bank, or FHLB, of San Francisco and reverse repurchase agreements to fund its operations; Commercial Capital Bancorp relies on reverse repurchase agreements to fund its purchase of securities; and FIPMC relies on reverse repurchase agreements to fund its purchase of securities and a warehouse line of credit provided by GMAC/RFC Commercial Funding, which agreement is renewable annually, with the next expiration date on September 30, 2002, to fund its operations. FIPMC is negotiating an extension of the term of its warehouse line of credit. Although we consider such sources of funds, in addition to the net proceeds of this offering, adequate for our current capital needs, we may seek additional debt or equity capital in the future to achieve our long-term business objectives. The sale of equity or convertible debt securities in the future may be dilutive to our stockholders, and debt refinancing arrangements may require us to pledge certain assets and enter into covenants that would restrict our ability to incur further indebtedness. There can be no assurance that additional financing sources, if sought, would be available to us or, if available, would be on terms favorable to us. If additional financing sources are unavailable or are not available on reasonable terms, our growth strategy and future prospects could be adversely impacted.

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Our business is subject to interest rate risk and variations in interest rates may negatively affect our financial performance.

We are unable to predict fluctuations of market interest rates, which are affected by many factors, including:

• inflation;

• recession;

• a rise in unemployment;

• tightening money supply; and

• domestic and international disorder and instability in domestic and foreign financial markets.

Changes in the interest rate environment may reduce our profits. We expect that the Bank will continue to realize income from the differential or “spread” between the interest earned on loans, securities and other interest-earning assets, and interest paid on deposits, borrowings and other interest-bearing liabilities. Net interest spreads are affected by the difference between the maturities and repricing characteristics of interest-earning assets and interest-bearing liabilities. The Bank is vulnerable to an increase in interest rates because its interest-earning assets generally have longer durations than its interest-bearing liabilities. As a result, material and prolonged increases in interest rates would decrease the Bank’s net interest income. In addition, an increase in the general level of interest rates may adversely affect the ability of certain borrowers to pay the interest on and principal of their obligations. Accordingly, changes in levels of market interest rates could materially and adversely affect the Bank’s net interest spread, asset quality, levels of prepayments and cash flows as well as the market value of its securities portfolio and overall profitability.

Although our asset and liability management function is primarily focused on the Bank, FIPMC and Commercial Capital Bancorp are also generally exposed to interest rate risk. Changes in interest rates affect the net interest income earned on their securities portfolios, after deducting the rates paid on their reverse repurchase agreements (which are used to fund the purchase of such securities), as well as the value of their securities portfolios. In addition, changes in interest rates affect the net interest income FIPMC earns on loans held for sale. Although, at June 30, 2002, the average amount of time a loan is held by FIPMC pending sale is 13 days, FIPMC is negotiating to amend its warehouse line of credit to permit it to pool up to $25 million of loans for up to 24 months. To the extent FIPMC pools loans in the future, its interest rate risk with respect to its loans held for sale may increase. Consequently, changes in the levels of market interest rates could materially and adversely affect FIPMC’s and Commercial Capital Bancorp’s net interest spread, the market value of their securities portfolios and their overall profitability.

Our investment portfolio includes securities which are sensitive to interest rates and variations in interest rates may adversely impact our profitability.

At June 30, 2002, our consolidated securities portfolio aggregated $228.2 million, of which $226.1 million was classified as available-for-sale, and was comprised of mortgage-backed securities which are insured or guaranteed by U.S. government agencies or government-sponsored enterprises and U.S. government securities. These securities amounted to 35.1% of our total assets, and are sensitive to interest rate fluctuations. The unrealized gains or losses in our available-for-sale portfolio are reported as a separate component of stockholders’ equity until realized upon sale. As a result, future interest rate fluctuations may impact stockholders’ equity, causing material fluctuations from quarter to quarter. Failure to hold our securities until maturity or until market conditions are favorable for a sale could adversely affect our financial condition, profitability and prospects.

At June 30, 2002, $63.1 million or 27.7% of our securities portfolio was held at Commercial Capital Bancorp and FIPMC. Such securities had fixed rates of interest and an estimated weighted average life of 5.3 years and were funded by short-duration reverse

13

repurchase agreements. As a result, during a period of rising rates, and without taking into account any actions management might take to address this duration mismatch, Commercial Capital Bancorp’s and FIPMC’s net interest income would decline.

We may have difficulty managing our growth which may divert resources and limit our ability to successfully expand our operations.

We have grown substantially from $181.5 million of total assets and $60.4 million of total deposits at December 31, 2000 to $649.1 million of total assets and $256.2 million of total deposits at June 30, 2002. We expect to continue to experience significant growth in the amount of our assets, the level of our deposits, the number of our clients and the scale of our operations. Our future profitability will depend in part on our continued ability to grow and we can give no assurance that we will be able to sustain our historical growth rate or even be able to grow at all.

In recent years, we have incurred substantial expenses to build our management team and personnel, develop our delivery systems and establish our infrastructure to support our future loan growth. Our future success will depend on the ability of our officers and key employees to continue to implement and improve our operational, financial and management controls, reporting systems and procedures, and manage a growing number of client relationships. We may not be able to successfully implement improvements to our management information and control systems in an efficient or timely manner and may discover deficiencies in existing systems and controls. Thus, we cannot give assurances that our growth strategy will not place a strain on our administrative and operational infrastructure.

In addition, we intend to grow our deposits and expand our commercial banking franchise and are seeking to hire several experienced commercial business relationship officers. Such expansion will require additional capital expenditures and we may not be successful expanding our franchise or in attracting or retaining the personnel we require. Furthermore, various factors such as economic conditions, regulatory and legislative considerations and competition may impede or limit our growth. If we are unable to expand our business as we anticipate, we may be unable to realize any benefit from the investments we have made to support future growth. Alternatively, if we are unable to manage future expansion in our operations, we may have to incur additional expenditures beyond current projections to support such growth.

The Bank’s ability to pay dividends is subject to regulatory limitations which, to the extent we require such dividends in the future, may affect our ability to service our debt and pay dividends.

We are a separate legal entity from our subsidiaries and do not have significant operations of our own. We currently depend on cash and liquidity at Commercial Capital Bancorp and dividends from FIPMC to pay our operating expenses. In addition, as of June 30, 2002, we had an aggregate outstanding amount of $35.0 million in trust preferred securities. As of June 30, 2002, our annual interest payments due on our trust preferred securities, based on the applicable interest rates at that date, was approximately $2.0 million. No assurance can be made that in the future FIPMC will have the capacity to pay the necessary dividends and that we will not require dividends from the Bank to satisfy our obligations. The availability of dividends from the Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank, and other factors, that the OTS could assert that payment of dividends or other payments by the Bank are an unsafe or unsound practice. In the event FIPMC is unable to pay dividends to satisfy our obligations and the Bank is unable to pay dividends to us, we may not be able to service our debt, pay our obligations as they become due, or pay dividends on our common stock. Consequently, under such circumstances, the inability to receive dividends from the Bank could adversely affect our financial condition, results of operations and prospects.

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Our allowance for loan losses may not be adequate to cover actual losses.

Like all financial institutions, we maintain an allowance for loan losses to provide for loan defaults and non-performance. Our allowance for loan losses may not be adequate to cover actual loan losses, and future provisions for loan losses could materially and adversely affect our operating results. Our allowance for loan losses is based on our prior experience, as well as an evaluation of the risks associated with our loans held for investment. A substantial portion of our loans are unseasoned and lack an established record of performance. To date, we have experienced negligible losses. The amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond our control, and these losses may exceed current estimates. Federal regulatory agencies, as an integral part of their examination process, review our loans and allowance for loan losses. While we believe that our allowance for loan losses is adequate to cover current losses, we cannot assure you that we will not need to increase our allowance for loan losses or that regulators will not require us to increase this allowance. Either of these occurrences could materially and adversely affect our earnings and profitability.

Our business is subject to various lending and other economic risks that could adversely impact our results of operations and financial condition.

Changes in economic conditions, particularly an economic slowdown in California, could hurt our business. Our business is directly affected by political and market conditions, broad trends in industry and finance, legislative and regulatory changes, changes in governmental monetary and fiscal policies and inflation, all of which are beyond our control. A deterioration in economic conditions, in particular an economic slowdown within California, could result in the following consequences, any of which could hurt our business materially:

• loan delinquencies may increase;

• problem assets and foreclosures may increase;

• demand for our products and services may decline; and

• collateral for loans made by us, especially real estate, may decline in value, in turn reducing a client’s borrowing power, and reducing the value of assets and collateral associated with our loans held for investment.

A downturn in the California real estate market could hurt our business.    Since commencing operations, our business activities and credit exposure have been concentrated in California. A downturn in the California real estate market could hurt our business because the vast majority of our loans are secured by real estate located within California. As of June 30, 2002, approximately 99.6% of our loans held for investment consisted of loans secured by real estate located in California. If there is a significant decline in real estate values, especially in California, the collateral for our loans will provide less security. As a result, our ability to recover on defaulted loans by selling the underlying real estate would be diminished, and we would be more likely to suffer losses on defaulted loans. Real estate values in California could be affected by, among other things, earthquakes and other natural disasters particular to California.

We may suffer losses in our loan portfolio despite our underwriting practices.    We seek to mitigate the risks inherent in our loan portfolio by adhering to specific underwriting practices. These practices include analysis of a borrower’s prior credit history, financial statements, tax returns and cash flow projections, valuation of collateral based on reports of independent appraisers and verification of liquid assets. Although we believe that our underwriting criteria are appropriate for the various kinds of loans we make, we may incur losses on loans that meet our underwriting criteria, and these losses may exceed the amounts set aside as reserves in our allowance for loan losses.

15

We are dependent on key individuals and the loss of one or more of these key individuals could curtail our growth and adversely affect our prospects.

Our rapid growth and success to date has been largely dependent on Stephen H. Gordon, our Chairman of the Board and Chief Executive Officer, and David S. DePillo, our Vice Chairman, President and Chief Operating Officer. We have entered into employment agreements with each of these executive officers as well as certain of our other officers. We believe that the prolonged unavailability or the unexpected loss of the services of either of Messrs. Gordon or DePillo could have a material adverse effect on our growth and operations, as attracting suitable replacements may involve significant management time and expense.

Our success also depends, in part, on our continued ability to attract and retain experienced loan originators, as well as other management personnel. We currently do not have employment agreements or non-competition agreements with any of our existing loan originators and the loss of the services of several of such key personnel could adversely affect our growth strategy and prospects to the extent we are unable to replace such personnel. We are also attempting to hire several experienced commercial business relationship officers who have strong business relationships in order to expand and enhance our current deposit and commercial banking operations. Competition for loan originators and commercial business officers is strong within the mortgage banking and commercial banking industries and we may not be successful in attracting or retaining the personnel we require.

Our ownership is concentrated in the hands of our executive officers who may not make decisions that are in the best interests of all stockholders.

Three of our senior executive officers, Messrs. Gordon, DePillo and Kavanaugh, will own approximately             % of our outstanding common stock on an aggregate basis following this offering, or             % assuming full exercise of the underwriters’ over-allotment option. In addition, over the years, such senior executive officers have been granted options to acquire an additional 1,686,022 shares of our common stock, of which approximately 37.6% in the aggregate are presently vested and exercisable. See “Management—2000 Stock Plan.” Assuming the full exercise of all outstanding options, the three senior executive officers referenced above would own in the aggregate approximately             % of our outstanding common stock on an aggregate basis following this offering, or             % assuming full exercise of the underwriters’ over-allotment option. As a result, these individuals, acting together, will have the ability to significantly influence the election and removal of our board of directors, as well as the outcome of all other matters to be decided by a vote of stockholders. In addition, this concentration of ownership may delay or prevent a change in control of our company, even when a change in control may be in the best interests of our stockholders.

We are subject to extensive regulation which could adversely affect our business.

Our operations are subject to extensive regulation by federal, state and local governmental authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations. We believe that we are in substantial compliance in all material respects with applicable federal, state and local laws, rules and regulations. Because our business is highly regulated, the laws, rules and regulations applicable to us are subject to regular modification and change. There are currently proposed various laws, rules and regulations that, if adopted, would impact our operations, including, among other things, matters pertaining to corporate governance, requirements for listing and maintenance on national securities exchanges and over the counter markets, Securities and Exchange Commission, or SEC, rules pertaining to public reporting disclosures and banking regulations governing the amount of loans that a financial institution, such as the Bank, can acquire for investment from an affiliate, such as FIPMC. In addition, the Financial Accounting Standards Board, or FASB, is considering changes which may require, among other things, the expensing of the costs relating to the issuance of stock options. There can be no assurance that these proposed laws, rules and regulations, or any other laws, rules or regulations, will not be adopted in the future, which could make compliance more difficult or expensive, restrict our ability to originate, broker or sell loans, further limit or restrict the amount of commissions, interest or other charges earned on loans originated or sold by us or otherwise adversely affect our business, financial condition or prospects.

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We face strong competition from other financial institutions, financial service companies and other organizations offering services similar to those offered by us, which could hurt our business.

We conduct our business operations primarily in California. Increased competition within California may result in reduced loan originations and deposits. Ultimately, we may not be able to compete successfully against current and future competitors. Many competitors offer the types of loans and banking services that we offer. These competitors include other savings associations, national banks, regional banks and other community banks. We also face competition from many other types of financial institutions, including finance companies, brokerage firms, insurance companies, credit unions, mortgage banks and other financial intermediaries. In particular, our competitors include national banks and major financial companies whose greater resources may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns.

Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits and are thereby able to serve the credit needs of larger clients. These institutions, particularly to the extent they are more diversified than we are, may be able to offer the same loan products and services that we offer at more competitive rates and prices. If we are unable to attract and retain banking clients, we may be unable to continue our loan and deposit growth and our business, financial condition and prospects may be negatively affected.

Risks Relating to the Offering

There has been no prior market for our common stock and our stock price may be volatile.

Prior to this offering, there has been no public market for our common stock. The offering price for our common stock in this offering will be determined by negotiations between us and the representatives of the underwriters participating in this offering. Among the factors to be considered in determining the offering price of our common stock, in addition to prevailing market conditions, will be our historical performance, estimates regarding our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to market valuation of companies in related businesses. The initial public offering price of our common stock may bear no relationship to the price at which our common stock will trade upon completion of this offering. The stock market has experienced significant price and volume fluctuations recently and you may not be able to resell your shares at or above the initial public offering price.

You will experience substantial dilution in the value of your shares immediately following this offering.

Investors purchasing shares of our common stock in this offering will pay more for their shares than the amount paid by existing stockholders who acquired shares prior to this offering. Accordingly, if you purchase common stock in this offering, you will incur immediate dilution in pro forma net tangible book value of approximately $             per share. If the holders of outstanding options exercise those options, you will incur further dilution. See “Dilution.”

We cannot be sure that a public trading market for our common stock will develop or be maintained.

We have applied to list our common stock for quotation on the Nasdaq National Market under the symbol “CCBI.” However, there can be no assurance that an established and liquid trading market for our common stock will develop, that it will continue if it does develop, or that after the completion of the offering, the common stock will trade at or above the initial public offering price set forth on the cover of this prospectus. The representatives of the underwriters have advised us that they intend to make a market in our common stock and to assist us in obtaining at least one other market maker for our common stock as required by the Nasdaq National Market. However, neither the representatives of the underwriters nor any other market maker is obligated to make a market in such

17

shares, and any such market making may be discontinued at any time in the sole discretion of the party making such market. In addition, the substantial amount of common stock which is owned by our senior executive officers may adversely affect the development of an active and liquid trading market.

We do not intend to pay dividends on our common stock.

We have never paid a cash dividend on our common stock and do not expect to pay a cash dividend on our common stock following the offering. Rather, we intend to retain earnings and increase capital in furtherance of our overall business objectives. We will periodically review our dividend policy in view of our operating performance, and may declare dividends in the future if such payments are deemed appropriate and in compliance with applicable law and regulations. Cash and stock dividends are subject to determination and declaration by our board of directors, which will take into account our consolidated earnings, financial condition, liquidity and capital requirements, applicable governmental regulations and policies, and other factors deemed relevant by our board of directors.

After an initial period of restriction, there will be a significant number of shares of our common stock available for future sale, which may depress our stock price.

The market price of our common stock could decline as a result of sales of substantial amounts of our common stock in the public market after this offering, or even the perception that such sales could occur. We have agreed not to, and our directors and executive officers have also agreed not to, offer, sell, contract to sell or otherwise dispose of, any of our securities that are substantially similar to our common stock, including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, our common stock or any substantially similar securities, for a period of 180 days after the date of this prospectus without the prior written consent of Sandler O’Neill & Partners, L.P.

Notwithstanding these arrangements, there will be              shares of common stock outstanding immediately following this offering, or              shares if the underwriters exercise their over-allotment option in full. Of these shares, the following will be available-for-sale in the public market as follows:

•              shares will be eligible for sale upon completion of this offering;

•              shares will be eligible for sale 180 days from the date of this prospectus upon the expiration of the lock-up agreements described above; and

•              shares will be eligible for sale upon the exercise of vested options 180 days after the date of this prospectus.

Of the              shares referenced above which are eligible for sale 180 days from the date of this prospectus upon the expiration of the lock-up agreements described above, 468,000 shares consist of shares of restricted stock which were granted to three of our executive officers and which will fully vest upon expiration of the foregoing lock-up agreements. Upon the vesting of such shares, the three executive officers will owe taxes based upon the fair value of the shares on the date full vesting occurs. The executive officers may choose to sell all or a portion of such shares in order to satisfy their tax obligations. See “Management—Restricted Stock Award Agreements.”

Provisions in our articles of incorporation and bylaws and provisions in our employment agreements may prevent or delay a change in control.

Our board of directors has the authority to issue shares of preferred stock and to determine the price, rights, preferences and restrictions, including the voting rights, of those shares without any further vote or action by stockholders. The rights of the holders of our common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future.

18

Our bylaws also provide for limitations on the ability of stockholders to call special meetings. In addition, we do not permit cumulative voting in the election of directors nor do we allow stockholders to act by written consent. As a result, minority stockholder representation on the board of directors may be difficult to establish. These documents also establish advance notice requirement for nominations of directors or for proposing matters that can be acted on by stockholders at stockholder meetings.

Our employment agreements include provisions which require payments to be made to our executive officers in the event of a change in control of us or our subsidiaries. See “Management—Employment Agreements.” The foregoing provisions in our articles of incorporation, bylaws and employment agreements may, in certain circumstances, have the effect of delaying, deferring or preventing a change in control of us, may discourage bids for our common stock at a premium over the current market price of the common stock and could have an adverse effect on our stock price.

Federal law imposes conditions on the ability to acquire control of certain threshold percentages of our common stock which could discourage a change in control.

Acquisition of control of a federal savings bank, such as the Bank, requires advance approval by the OTS. Under federal law, the acquisition of more than 10% of our common stock would result in a rebuttable presumption of control of the Bank and the ownership of more than 25% of the voting stock would result in conclusive control of the Bank. The foregoing requirements may, in certain circumstances, prevent or restrict a change in control of us.

19

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. The presentations, and certain of the other disclosures in this prospectus, including any statements preceded by, followed by or which include the words “may,” “could,” “should,” “will,” “would,” “hope,” “might,” “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “assume” or similar expressions constitute forward-looking statements.

These forward-looking statements, implicitly and explicitly, include the assumptions underlying the statements and other information with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business, including our expectations and estimates with respect to our revenues, expenses, earnings, return on equity, return on assets, efficiency ratio, asset quality and other financial data and capital and performance ratios.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, these statements involve risks and uncertainties that are subject to change based on various important factors (some of which are beyond our control). The following factors, among others, could cause our financial performance to differ materially from our goals, plans, objectives, intentions, expectations and other forward-looking statements:

• the strength of the United States economy in general and the strength of the regional and local economies within California;

• the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System;

• inflation, interest rate, market and monetary fluctuations;

• our timely development of new products and services in a changing environment, including the features, pricing and quality of our products and services compared to the products and services of our competitors;

• the willingness of users to substitute competitors’ products and services for our products and services;

• the impact of changes in financial services policies, laws and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies;

• technological changes;

• changes in consumer spending and savings habits;

• regulatory or judicial proceedings; and

• the other risks set forth under “Risk Factors.”

If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this prospectus. Therefore, we caution you not to place undue reliance on our forward-looking information and statements.

We do not intend to update our forward-looking information and statements, whether written or oral, to reflect change. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

20

USE OF PROCEEDS

Our net proceeds from the sale of our shares of common stock in this offering are expected to be $             (or $             if the underwriters’ over-allotment option is exercised in full) assuming an initial public offering price of $             per share, and after deducting underwriting discounts and commissions and estimated offering expenses.

We intend to contribute approximately $             of the net proceeds of this offering to the Bank with the remainder contributed to FIPMC and/or retained by us. The Bank intends to utilize such proceeds to support the continued purchase of loans secured by multi-family residential properties and commercial real estate and U.S. government agency mortgage-backed and other securities, as well as to increase deposits, FHLB advances and reverse repurchase agreements. We believe that by continuing to grow the Bank’s balance sheet, we will be able to increase our earnings. The proceeds contributed to FIPMC and retained by us will initially be invested in U.S. government agency mortgage-backed securities.

DIVIDEND POLICY

We have never paid a cash dividend on our common stock and do not expect to pay a cash dividend on our common stock following the offering. Rather, we intend to retain earnings and increase capital in furtherance of our overall business objectives. We will periodically review our dividend policy in view of our operating performance, and may declare dividends in the future if such payments are deemed appropriate and in compliance with applicable law and regulations. Cash and stock dividends are subject to determination and declaration by our board of directors, which will take into account our consolidated earnings, financial condition, liquidity and capital requirements, applicable governmental regulations and policies, and other factors deemed relevant by our board of directors.

21

CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2002. Our capitalization is presented:

• on an actual basis; and

• on a pro forma basis to reflect our receipt of the net proceeds from the sale of              shares of common stock in this offering, at an assumed initial public offering price of $             per share, after deducting underwriting discounts, commissions and estimated offering expenses payable by us in this offering (and assuming no exercise of the underwriters’ over-allotment option), as if the sale of the common stock had been consummated on June 30, 2002.

	June 30, 2002
	Actual			As Adjusted
	(Dollars In Thousands, Except Per Share Amounts)
Borrowings:
Securities sold under agreements to repurchase	$	106,689		$	106,689
FHLB advances		172,974			172,974
Warehouse line of credit		40,409			40,409
Trust preferred securities		35,000			35,000
Total borrowings (1)	$	355,072		$	355,072
Stockholders’ equity:
Preferred stock, $0.001 par value; 100,000,000 shares authorized; none issued and outstanding or as adjusted		—			—
Common Stock, $0.001 par value; 100,000,000 shares authorized; 8,964,868 issued and outstanding, actual; and                shares issued and outstanding pro forma as adjusted (2)		9
Additional paid-in capital		28,556
Deferred compensation (3)		(486	)		(486	)
Retained earnings		4,159			5,297
Accumulated other comprehensive gain		1,173			1,173
Total stockholders’ equity	$	33,411		$
Stockholders’ equity to total assets		5.15	%		%
Tangible stockholders’ equity to total assets		3.14	%		%
Bank regulatory capital ratios (4):
Tangible capital		8.35	%		%
Tier 1 leverage capital		8.35	%
Risk-based capital		14.86	%

(1) In addition to the indebtedness reflected above, we had total deposits of $256.2 million at June 30, 2002.

(2) The number of shares of common stock to be outstanding after this offering is based on the number of shares outstanding as of June 30, 2002 and excludes 2,162,107 shares of our common stock issuable upon the exercise of outstanding options on such date, at a weighted average exercise price of $4.00. Since June 30, 2002, options for an additional 825,000 shares of our common stock have been issued with a weighted average exercise price of $9.70 per share and options for 19,581 shares of our common stock have expired with a weighted average exercise price of $5.17 per share. As a result, all but 32,474 shares reserved for issuance under our stock option plan have been granted as of September 1, 2002.

(3) Reflects the amount remaining to be amortized into compensation expense pursuant to restricted stock award agreements entered into with three of our executive officers. See “Management—Restricted Stock Award Agreements” and note 19 to our consolidated financial statements.

(4) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Resources” and “Regulation—The Bank—Regulatory Capital Requirements.”

22

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock after this offering.

The net tangible book value of our common stock as of June 30, 2002 was $20.4 million, or $2.28 per share, based on the number of common shares outstanding as of June 30, 2002. Historical net tangible book value per share is equal to the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of June 30, 2002.

After (i) giving effect to the sale of the              shares of common stock in this offering, at an assumed initial public offering price of $             per share, assuming that the underwriters’ over-allotment option is not exercised, and (ii) deducting underwriting discounts, commissions and estimated offering expenses, our pro forma net tangible book value as of June 30, 2002 would be $             million or $             per share. This offering will result in an immediate increase in net tangible book value of $             per share to existing stockholders and an immediate dilution of $             per share to new investors, or approximately             % of the assumed initial public offering price of $             per share. Dilution is determined by subtracting pro forma net tangible book value per share after this offering from the assumed initial public offering price of $             per share. The following table illustrates this per share dilution:

Assumed initial public offering price per share	$
Net tangible book value per share at June 30, 2002
Increase in net tangible book value per share attributable to new investors
Pro forma net tangible book value per share at June 30, 2002
Dilution per share to new investors (1)	$

The following table summarizes the tangible book value of the outstanding shares and the total consideration paid to us and the average price paid per share by existing stockholders and new investors purchasing common stock in this offering. This information is presented on a pro forma basis as of June 30, 2002, after giving effect to the sale of the              shares of common stock in this offering at an assumed initial public offering price of $             per share.

	Shares		Tangible Equity		Average Price Per Share
	Number	Percent	Amount	Percent
	(In Thousands)
Existing stockholders
New investors
Total (1)

(1) Net of underwriting discounts and commissions of $             million and estimated offering expenses of approximately $            . In addition, assumes no exercise of outstanding stock options. As of September 1, 2002, there were options outstanding under our stock option plan to purchase a total of 2,967,526 shares of common stock, with a weighted average exercise price of $5.58 per share. To the extent that any of these options are exercised, there will be further dilution to new investors. Assuming that options to purchase all 2,967,526 shares were exercised at $             per share as of September 1, 2002, our net tangible book value per share as of such date would amount to $            , our pro forma net tangible book value per share after this offering would amount to $             and the dilution per share to new investors would amount to $            .

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

You should read the selected consolidated financial data set forth below in conjunction with our historical consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere in this prospectus. The statement of operations data for the years ended December 31, 1999, 2000 and 2001 and the balance sheet data as of December 31, 2000 and 2001 have been derived from our audited financial statements included elsewhere in this prospectus. The statement of operations data for the year ended December 31, 1998 and the financial condition data as of December 31, 1998 and 1999 have been derived from our audited financial statements that are not included in this prospectus.

On December 22, 2000, Commercial Capital Bancorp became the holding company for FIPMC and acquired approximately 90% of the Bank. Our reorganization of FIPMC as a subsidiary of the holding company was treated as a reorganization of entities under common control in a manner consistent with a pooling of interests for accounting purposes and, as a result, periods prior to December 22, 2000 have been restated to reflect such reorganization. Our acquisition of the Bank was treated as a purchase for accounting purposes. Consequently, information at and for the periods prior to December 22, 2000 consists of information relating to Commercial Capital Bancorp and FIPMC, while information at and for the periods after December 22, 2000 consists of information relating to Commercial Capital Bancorp, the Bank and FIPMC. FIPMC was formed in April 1998 and, consequently, financial information prior to April 1998 does not exist. Our consolidated financial information for the six-month periods ended June 30, 2002 and 2001 are derived from our unaudited consolidated financial statements, which, in the opinion of management, include all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results for such periods. Historical results are not necessarily indicative of future results and results for the six-month period ended June 30, 2002 are not necessarily indicative of our expected results for the full year ending December 31, 2002.

	At or For the Six Months Ended June 30,						At or For the Year Ended December 31,
	2002			2001			2001			2000(1)			1999(1)			1998(1)(2)
	(Dollars in Thousands, Except Per Share Data)
Financial Condition Data:
Total assets	$	649,116		$	225,457		$	423,691		$	181,507		$	29,931		$	24,502
Loans, net of allowance for loan losses		333,896			108,030			188,797			81,100			—			—
Loans held for sale		45,028			46,852			52,379			32,106			28,125			22,756
Securities (3)		228,162			46,006			119,685			38,628			—			—
Goodwill		13,014			13,579			13,014			13,950			—			—
Deposits		256,165			88,638			118,339			60,428			—			—
Securities sold under agreements to repurchase		106,689			10,311			78,752			14,535			—			—
Federal Home Loan Bank advances		172,974			50,671			128,690			47,095			—			—
Trust preferred securities		35,000			—			15,000			—			—			—
Warehouse lines of credit		40,409			46,595			52,389			31,967			26,376			20,785
Total stockholders’ equity		33,411			25,674			26,802			24,753			2,457			3,002
Statement of Operations Data:
Interest income	$	16,442		$	6,742		$	15,879		$	3,234		$	1,406		$	276
Interest expense		7,427			4,325			9,248			3,229			1,275			217
Net interest income		9,015			2,417			6,631			5			131			59
Provision for loan losses		814			228			686			—			—			—
Net interest income after provision for loan losses		8,201			2,189			5,945			5			131			59
Noninterest income		2,493			1,701			4,942			2,375			3,500			1,889
Noninterest expenses (4)		(4,032	)		(3,357	)		(7,507	)		(3,642	)		(4,732	)		(1,441	)
Income (loss) before income tax expense (benefit)		6,662			533			3,380			(1,262	)		(1,101	)		507
Income tax expense (benefit)		2,785			377			1,716			(740	)		2			—
Income (loss) before minority interest		3,877			156			1,664			(522	)		(1,103	)		507
Income allocated to minority interest		—			29			108			—			—			—
Net income (loss) before cumulative effect of change in accounting principle		3,877			127			1,556			(522	)		(1,103	)		507
Cumulative effect of change in accounting principle		—			—			—			—			(156	)		—
Net income (loss)	$	3,877		$	127		$	1,556		$	(522	)	$	(1,259	)	$	507

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	At or For the Six Months Ended June 30,						At or For the Year Ended December 31,
	2002			2001			2001			2000(1)			1999(1)			1998(1)(2)
	(Dollars in Thousands)
Per Share Data:
Earnings (loss) per share—Basic	$	0.43		$	0.01		$	0.18		$	(0.11	)	$	(0.28	)	$	0.16
Earnings (loss) per share—Diluted		0.41			0.01			0.17			(0.11	)		(0.28	)		0.16
Weighted average shares outstanding—Basic		8,934,107			8,564,669			8,680,976			4,593,434			4,451,214			3,211,580
Weighted average shares outstanding—Diluted		9,449,039			8,886,935			9,003,856			4,593,434			4,451,214			3,211,580
Common shares outstanding at end of period		8,964,868			8,697,551			8,845,764			8,546,866			4,486,807			4,381,831
Book value per share	$	3.73		$	2.95		$	3.03		$	2.90		$	0.55		$	0.69
Tangible book value per share		2.28			1.39			1.56			1.26			0.55			0.69
Operating Data (5):
Performance Ratios and Other Data:
Loan originations	$	368,275		$	208,101		$	494,897		$	314,948		$	315,337		$	126,549
Return on average assets		1.46	%		0.13	%		0.66	%		(1.06	)%		(5.06	)%		5.96	%
Return on average stockholders’ equity		25.82			1.02			5.98			(18.82	)		(39.82	)		30.47
Equity to assets at end of period		5.15			11.39			6.33			13.64			8.21			12.25
Interest rate spread (6)		3.40			2.05			2.56			(0.35	)		(0.40	)		(0.41	)
Net interest margin (6)		3.54			2.76			3.06			0.01			0.68			1.54
Efficiency ratio (7)		35.21			77.29			66.60			153.03			130.72			73.97
Allowance for loan losses to total loans held for investment at end of period (8)		0.57			0.60			0.58			0.52			—			—
Bank Regulatory Capital Ratios (9):
Tier 1 risk-based capital		14.23			10.78			14.09			12.16			N/A			N/A
Total risk-based capital		14.86			11.48			14.73			12.72			N/A			N/A
Tier 1 leverage capital		8.35			6.20			7.89			6.85			N/A			N/A

(1) Please refer to the lead-in to this table for information as to which of our companies are included in the financial data presented for each of the years shown.

(2) Data for the year ended December 31, 1998 consists of information from April 16, 1998 through December 31, 1998.

(3) At June 30, 2002, $226.1 million of our securities portfolio was classified as available-for-sale and $2.1 million was classified as held to maturity. For all other periods, all securities are classified as available-for-sale.

(4) Includes non-cash stock compensation related to restricted stock award agreements entered into with three of our executive officers of $69,000 during each of the six months ended June 30, 2002 and 2001 and $139,000 during the year ended December 31, 2001, $871,000 during the year ended December 31, 2000 and $855,000 during the year ended December 31, 1999. See “Management—Restricted Stock Award Agreements.”

(5) With the exception of end of period ratios, all average balances for the Bank consist of average daily balances, while certain average balances for Commercial Capital Bancorp and FIPMC consist of average month-end balances, and all ratios are annualized where appropriate.

(6) Interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate paid on interest-bearing liabilities. Net interest margin represents net interest income as a percentage of average interest-earning assets.

(7) Efficiency ratio represents noninterest expenses, excluding amortization of goodwill, as a percentage of the aggregate of net interest income and noninterest income, excluding gains on sales of securities. We do not exclude gains on loans held for sale because we consider such activity to be part of our core operations.

(8) We did not have any non-performing loans or non-performing assets nor any charge offs as of or for any of the dates presented.

(9) For additional information on the Bank’s regulatory capital requirements, see “Regulatory Capital” and “Regulation—The Bank—Regulatory Capital Requirements.”

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis contains forward-looking statements that are based upon current expectations. Forward-looking statements involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in our forward-looking statements, including those set forth under “Risk Factors” and elsewhere in this prospectus. The following discussion and analysis should be read in conjunction with the “Selected Consolidated Financial Information” and our consolidated financial statements, including the related notes, included elsewhere in this prospectus.

General

We are a diversified financial institution holding company which conducts operations through the Bank, FIPMC and ComCap. On December 22, 2000, we completed a reorganization, pursuant to which we became the holding company for FIPMC. Immediately following this transaction, we acquired the Bank. Our reorganization with FIPMC was treated as a reorganization of entities under common control in a manner consistent with a pooling of interests for accounting purposes and, as a result, periods prior to December 22, 2000 have been restated to reflect such reorganization. Our acquisition of the Bank was treated as a purchase for accounting purposes. Consequently, financial information at and for the periods prior to December 22, 2000 consists of information relating to Commercial Capital Bancorp and FIPMC, while financial information at and for the periods after December 22, 2000 consists of information relating to Commercial Capital Bancorp, the Bank and FIPMC. In addition, because of the relatively recent date of our acquisition of the Bank, we have omitted financial information for the year of the acquisition and prior thereto from certain tables included in this prospectus because such information is not meaningful.

Following the formation of FIPMC in 1998, our revenue primarily consisted of transaction driven, noninterest sources of income, including cash gains on the sale of loans to third parties and mortgage banking fees, which consist of fees received on FIPMC’s loan originations, less direct origination costs, including salaries, commissions paid to loan brokers and other third party loan expenses. To a lesser extent, FIPMC also earned net interest income with respect to its loans for the brief period of time that FIPMC warehoused the loans pending their sale. The funding for FIPMC’s mortgage banking activities was provided through warehouse lines of credit.

The acquisition of the Bank in December 2000 permitted us to broaden our sources and types of revenue, and also provided us with access to additional sources of funds. The acquisition of the Bank provided us with the opportunity to acquire a portion of the loans originated by FIPMC and increase our purchases of mortgage-backed securities, retaining such loans and investments in the Bank’s portfolio and increasing our net interest income. Consequently, the acquisition of the Bank provided us with an ongoing source of recurring spread income to supplement the transaction-driven, noninterest income we were earning with respect to our mortgage banking activities conducted by FIPMC. The acquisition of the Bank also provided us with alternative product sources for funding our operations, including deposits, securities sold under reverse repurchase agreements, and FHLB of San Francisco advances. Our access to transaction deposits is particularly valuable to our business strategy because such deposits are generally more relationship-driven and less interest rate sensitive. Finally, the creation of our trust department, as well as the acquisition of ComCap in July 2002, further broadened our sources of noninterest income.

During 1998, 1999 and 2000, we focused our attention on building our mortgage banking operations and increasing the consistency and volume of our loan originations and sales. While we continued to expand our mortgage banking operations, during 2001 we also emphasized growth of the Bank’s balance sheet. Beginning in 2002, we increased our emphasis on growing our deposit relationships and growing our commercial banking business. We believe that by expanding our mortgage banking and commercial banking operations, continuing to diversify our sources and types of income, growing our deposit relationships and continuing to improve our operating efficiency, we will be able to increase our profitability and enhance franchise value.

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Critical Accounting Policies

The following discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. We believe that our estimates and assumptions are reasonable in the circumstances; however, actual results may differ significantly from these estimates and assumptions which could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and our results of operations for the reporting periods.

Our allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loan loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrower’s ability to pay. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic or other conditions. For additional information, see “Business—Asset Quality—Allowance for Loan Losses.”

Our stock compensation plans currently include a stock option plan and restricted stock award agreements. The stock option plan is accounted for using the intrinsic value method of Statement of Financial Accounting Standards, or SFAS, No. 123, Accounting for Stock-Based Compensation, and the restricted stock award agreements were accounted for as a variable plan until the underlying awards became fixed at the end of 2000. Subsequent to the number of shares under the restricted stock award agreements becoming fixed, the remaining value of the restricted stock awards are being recorded as compensation expense over the vesting period. Fair value of our common stock for purposes of determining compensation expense is based on contemporaneous cash transactions and other equity transactions.

Operating Segments

Our primary operating segments consist of the Bank and FIPMC which are separate operating subsidiaries. For total assets and statement of operations information on our primary operating segments as of and for the six months ended June 30, 2002 and as of and for the years ended December 31, 2001 and 2000, see note 23 to our consolidated financial statements.

Changes in Financial Condition

General.    We have grown significantly since FIPMC’s formation in 1998. Total assets increased from $181.5 million at December 31, 2000 to $423.7 million at December 31, 2001 and further increased to $649.1 million at June 30, 2002. The growth in total assets is due to our acquisition of the Bank in December 2000, which allowed us to acquire and hold a portion of the loans being originated by FIPMC. We also have significantly increased our securities portfolio, consisting primarily of mortgage-backed securities which are insured or guaranteed by U.S. government agencies or government-sponsored enterprises. Total deposits have grown from $60.4 million at December 31, 2000 to $118.3 million at December 31, 2001 and further increased to $256.2 million at June 30, 2002. Borrowings, including FHLB of San Francisco advances, reverse repurchase agreements and warehouse lines of credit, have also grown significantly during those periods. This growth has been supported by retained earnings, the issuance of common stock and the issuance of trust preferred securities.

Cash and Cash Equivalents.    Cash and cash equivalents (consisting of cash and due from banks, restricted cash and federal funds sold) amounted to $9.1 million at December 31, 2000, $37.5 million at December 31, 2001 and $5.8 million at June 30, 2002.

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We manage our cash and cash equivalents based upon our need for liquidity and we generally attempt to limit our cash and cash equivalents by investing our excess liquidity in higher yielding assets such as loans or securities. See “—Liquidity and Capital Resources.”

Securities.    We have significantly increased our securities portfolio during the periods presented, primarily through the purchase of mortgage-backed securities which are insured or guaranteed by U.S. government agencies or government-sponsored enterprises. We invest in such securities both as a means to enhance our returns, as well as to manage our liquidity and capital. At December 31, 2000, our securities portfolio (both held-to-maturity and available-for-sale) amounted to $38.6 million, or 21.3% of our total assets, as compared to $119.7 million, or 28.2% of our total assets, at December 31, 2001 and $228.2 million, or 35.1% of our total assets, at June 30, 2002. At December 31, 2001 and June 30, 2002, except for a $102,000 investment in a U.S. government security, all of our securities consisted of U.S. government agency mortgage-backed securities. At December 31, 2000, other than a $777,000 investment in a mutual fund which has since been sold, all of our securities consisted of U.S. government agency mortgage-backed securities. Such securities generally increase the overall credit quality of our assets because they are triple-A (AAA) rated, have underlying insurance or guarantees, require less capital under risk-based regulatory capital requirements than non-insured or non-guaranteed mortgage loans, are more liquid than individual mortgage loans and may be used to more efficiently collateralize our borrowings or other obligations.

At June 30, 2002, $226.1 million of our securities portfolio was classified as available-for-sale and reported at fair value, with unrealized gains and losses excluded from earnings and instead reported as a separate component of stockholders’ equity, and $2.1 million of our securities portfolio was classified as held-to-maturity and reported at historical cost. Our held-to-maturity securities portfolio is comprised of one security, which was purchased to satisfy a banking regulation that requires the Bank to make investments in properties located in low-to-moderate income areas within our market area. At June 30, 2002, our securities classified as available-for-sale had an aggregate of $2.0 million of unrealized gains. See “Business—Investment Activities.”

Net Loans Held for Investment.    Net loans held for investment increased from $81.1 million at December 31, 2000 to $188.8 million at December 31, 2001 and further increased to $333.9 million at June 30, 2002. The substantial growth in our loan portfolio was directly attributable to our acquisition of the Bank, which allowed us to acquire and hold a portion of the loans being originated by FIPMC. FIPMC originated $314.9 million of loans during the year ended December 31, 2000, $483.0 million of loans during the year ended December 31, 2001 and $361.0 million of loans during the six months ended June 30, 2002, consisting primarily of loans secured by multi-family residential properties. The Bank purchased $51.3 million, or 16.3%, of such loans during the year ended December 31, 2000, $134.5 million, or 27.8%, of such loans during the year ended December 31, 2001, and $161.7 million, or 44.8%, of such loans during the six months ended June 30, 2002. See “Business—Mortgage Banking Activities.” The amount of loans purchased by the Bank from FIPMC depends upon the Bank’s underwriting guidelines, the size of the loans being originated and sold by FIPMC as compared to the Bank’s loans-to-one borrower limitation and certain regulatory limitations and capital constraints on the Bank. See “Regulation—Regulation of the Bank—Affiliate Transactions.”

Deposits.    Total deposits increased from $60.4 million at December 31, 2000 to $118.3 million at December 31, 2001 and further increased to $256.2 million at June 30, 2002. Although a substantial amount of the Bank’s deposits are comprised of certificates of deposit, the Bank has recently increased its emphasis on transaction accounts (i.e., savings accounts, money market accounts, negotiable order of withdrawal, or NOW, accounts and demand deposits), particularly money market accounts. At June 30, 2002, money market accounts amounted to $64.9 million, or 25.3% of total deposits, as compared to $5.2 million, or 4.4% of total deposits, at December 31, 2001 and $12.3 million, or 20.4% of total deposits, at December 31, 2000. See “Business—Sources of Funds—Deposits.”

Borrowings.    Our primary source of borrowings has historically consisted of borrowings, primarily FHLB of San Francisco advances, securities sold under agreements to repurchase, warehouse lines of credit and, more recently, trust preferred securities.

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Total borrowings amounted to $93.7 million at December 31, 2000, as compared to $274.8 million at December 31, 2001 and $355.1 million at June 30, 2002. We have utilized the capital raised by us in recent periods to increase our borrowings.

Advances from the FHLB of San Francisco amounted to $47.1 million at December 31, 2000, $128.7 million at December 31, 2001 and $173.0 million at June 30, 2002. Advances from the FHLB of San Francisco are made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. The Bank utilizes FHLB of San Francisco advances as a funding source for its banking operations due to the attractive interest rates currently offered by the FHLB of San Francisco and to manage its interest rate risk by utilizing various maturities made available through the FHLB of San Francisco. See “Business—Sources of Funds—Borrowings” and “—Asset and Liability Management.”

At December 31, 2000, reverse repurchase agreements amounted to $14.5 million, as compared to $78.8 million at December 31, 2001 and $106.7 million at June 30, 2002. Reverse repurchase agreements represent a competitive cost short-term funding source for Commercial Capital Bancorp, FIPMC and the Bank. See “—Liquidity and Capital Resources” and “Business—Sources of Funds—Borrowings.”

FIPMC’s mortgage banking operations are primarily funded by warehouse lines of credit. Warehouse lines of credit amounted to $32.0 million at December 31, 2000, $52.4 million at December 31, 2001 and $40.4 million at June 30, 2002. At June 30, 2002, FIPMC had one warehouse line of credit agreement outstanding with GMAC/RFC Commercial Funding, which provides for borrowings of up to $75 million. FIPMC currently pays interest at the one-month London Interbank Offer Rate, or LIBOR, plus 100 basis points. FIPMC is also charged various fees based upon utilization of this line and as a percentage of its quarterly net income. This warehouse line of credit agreement is renewable annually with the next expiration date on September 30, 2002. FIPMC is negotiating an extension of the term as well as an increase in the maximum borrowing capacity under the line of credit to $100.0 million. See “—Asset and Liability Management” and “Business—Sources of Funds—Borrowings.”

Trust preferred securities amounted to $15.0 million at December 31, 2001 and $35.0 million at June 30, 2002. We did not have any trust preferred securities as of December 31, 2000. We issued $15.0 million of trust preferred securities on November 28, 2001, $5.0 million of trust preferred securities on March 15, 2002 and $15.0 million of trust preferred securities on March 26, 2002. In each case, the trust preferred securities were issued through newly-created special purpose business trust subsidiaries. Each issuance of trust preferred securities has a 30-year maturity, a five-year call feature and pays interest at a designated margin over either six month or three month LIBOR. The issuance of trust preferred securities has increased the Bank’s Tier 1 capital through our contribution of $29.8 million of the proceeds to the Bank. Although the OTS does not currently impose minimum capital requirements for financial institution holding companies, the increase in our Tier 1 capital resulting from the offering will have the effect of increasing the amount of our trust preferred securities that would qualify for Tier 1 capital treatment if the OTS were to adopt comparable minimum capital requirements for financial institution holding companies in the future or if we ever became subject to the supervision or regulation of the Federal Reserve Board. See “Business—Sources of Funds—Borrowings.”

Stockholders’ Equity.    Stockholders’ equity increased from $24.8 million at December 31, 2000 to $26.8 million at December 31, 2001 and further increased to $33.4 million at June 30, 2002. The increases in stockholders’ equity reflected the $1.6 million of net income recognized and the $1.6 million of common stock issued in private transactions during the year ended December 31, 2001 and the $3.9 million of net income recognized and the $1.2 million of common stock issued in private transactions during the six months ended June 30, 2002. See “Management—Certain Relationships and Related Transactions.” The changes in stockholders’ equity also reflect the $673,000 in unrealized losses recognized during the year ended December 31, 2001, the $1.8 million in unrealized gains recognized during the six months ended June 30, 2002, in each case with respect to our securities classified as available-for-sale, and the $63,000 of common stock repurchased during the year ended December 31, 2001 and the $357,000 of common stock repurchased during the six months ended June 30, 2002. In addition, stockholders’ equity was also impacted by the amortization of deferred compensation of $871,000 for the year ended December 31, 2000, $139,000 for the year ended December 31, 2001 and $69,000 for the six months ended June 30, 2002.

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Results of Operations

General.    Our results of operations have historically been derived primarily from the results of two of our wholly-owned subsidiaries, FIPMC and the Bank. Our results of operations depend substantially on our net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of loans receivable, securities and other short-term investments, and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings. Our results of operations are also substantially dependent upon our generation of noninterest income, consisting of income from our mortgage banking operations (i.e., cash gains on sales of loans and mortgage banking fees), as well as banking, servicing and trust fees. Other factors contributing to our results of operations include our provisions for loan losses, gains on sales of securities and income taxes as well as the level of our noninterest expenses, such as compensation and benefits, occupancy and equipment and miscellaneous other operating expenses.

We reported net income of $3.9 million during the six months ended June 30, 2002, as compared to net income of $127,000 during the six months ended June 30, 2001. We reported net income of $1.6 million during the year ended December 31, 2001, as compared to a net loss of $522,000 during the year ended December 31, 2000 and a net loss of $1.3 million during the year ended December 31, 1999. The losses recognized during the years ended December 31, 2000 and 1999 reflect the significant expenditures we made during such years to build the necessary infrastructure to position us for future growth as well as non-cash stock compensation expense associated with restricted stock award agreements entered into with three of our executive officers. As a result of our deploying the proceeds raised in connection with our issuance of additional shares of common stock during 2000, 2001 and 2002, and the additional capital raised as a result of our issuance of trust preferred securities, as well as retained earnings, we were able to substantially increase our net income during the six months ended June 30, 2002 and the year ended December 31, 2001, when compared to the same respective periods in the prior year. These increases reflect significant increases in net interest income, resulting from a combination of increases in interest-earning assets, net interest margin and noninterest income, which, in turn, resulted from increases in income from our mortgage banking operations and increases in gains on sales of securities. During the six months ended June 30, 2002, we reported a return on average assets of 1.46% and a return on average stockholders’ equity of 25.82%, as compared to a return on average assets of 0.66% and a return on average stockholders’ equity of 5.98% for the year ended December 31, 2001.

Net Interest Income.    Net interest income is determined by our interest rate spread (i.e., the difference between the yields earned on our interest-earning assets and the rates paid on our interest-bearing liabilities) and the relative amounts of our interest-earning assets and interest-bearing liabilities. Net interest income totaled $9.0 million during the six months ended June 30, 2002, as compared to $2.4 million during the six months ended June 30, 2001. Net interest income totaled $6.6 million during the year ended December 31, 2001, as compared to $5,000 during the year ended December 31, 2000 and $131,000 during the year ended December 31, 1999. Prior to our acquisition of the Bank in December 2000, our net interest income was limited as we were unable to retain any of the loans originated by FIPMC. The significant increases in net interest income during the six months ended June 30, 2002 and the year ended December 31, 2001, when compared to the same periods in the prior year, reflect the substantial increases in interest-earning assets (primarily loans and securities) combined with decreases in our cost of funds during such periods. The increases in our interest-earning assets reflect our strategy of growing our loan and securities portfolio through the Bank’s continued purchase of loans from FIPMC and mortgage-backed securities. The decreases in our cost of funds are attributable to the eleven interest rate cuts by the Federal Reserve Board during 2001, combined with our decision during 2001 to shorten the duration of deposits and borrowings in anticipation of the foregoing interest rate cuts. In addition, since our deposits and borrowings repriced more quickly than our loans and securities, our cost of funds declined more rapidly than the yield earned on our interest-earning assets.

Beginning in the fourth quarter of 2001 and continuing through the six months ended June 30, 2002, we have been extending the durations of our borrowings, primarily FHLB of San Francisco advances. Our net interest margin was 3.54% during the six months ended June 30, 2002, 2.76% during the six months ended June 30, 2001 and 3.06% during the year ended December 31, 2001.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rate; (iii) net interest income; (iv) interest rate spread; and (v) net interest margin. Information with respect to the Bank is based on average daily balances while certain information with respect to Commercial Capital Bancorp and FIPMC is based on average month-end balances during the indicated periods. We acquired the Bank on December 22, 2000, prior to which time, our interest-earnings assets and interest income were negligible. Consequently, information required to be presented in this table for the years ended December 31, 2000 and 1999 has been omitted because it is not meaningful.

	Six Months Ended June 30,												Year Ended December 31, 2001
	2002						2001
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
	(Dollars in Thousands)
Interest-earning assets:
Total loans (1)	$	322,951	$	10,920	6.76	%	$	121,627		5,010	8.24	%	$	152,583	$	11,878	7.78	%
FHLB stock		8,673		230	5.30			2,738		80	5.84			3,031		168	5.54
Securities (2)		171,995		5,255	6.11			44,753		1,535	6.86			57,043		3,690	6.47
Cash and cash equivalents (3)		5,956		37	1.24			5,717		117	4.09			4,394		143	3.25
Total interest-earning assets		509,575		16,442	6.45			174,835		6,742	7.71			217,051		15,879	7.32
Noninterest-earning assets		21,213						17,421						17,405
Total assets	$	530,788					$	192,256					$	234,456
Interest-bearing liabilities:
Deposits:
Transaction accounts (4)	$	24,275		346	2.87		$	15,610		363	4.69		$	14,539		576	3.96
Certificates of deposit		148,169		2,050	2.79			51,889		1,529	5.94			67,176		3,347	4.98
Total deposits		172,444		2,396	2.80			67,499		1,892	5.65			81,715		3,923	4.80
Securities sold under agreements to repurchase		99,237		929	1.89			7,223		222	6.20			20,032		668	3.33
FHLB advances		148,236		2,671	3.63			51,347		1,349	5.30			56,994		2,864	5.03
Warehouse lines of credit		45,320		652	2.90			28,115		862	6.18			34,124		1,707	5.00
Trust preferred securities		25,941		779	6.06			—		—	—			1,375		86	6.25
Total interest-bearing liabilities		491,178		7,427	3.05			154,184		4,325	5.66			194,240		9,248	4.76
Noninterest-bearing deposits		6,228						10,607						10,369
Other noninterest-bearing liabilities		3,348						1,526						2,807
Total liabilities		500,754						166,317						207,416
Minority interest		—						942						1,020
Stockholders’ equity		30,034						24,997						26,020
Total liabilities, minority interest and stockholders’ equity	$	530,788					$	192,256					$	234,456
Net interest-earning assets	$	18,397					$	20,651					$	22,811
Net interest income/interest rate spread			$	9,015	3.40	%			$	2,417	2.05	%			$	6,631	2.56	%
Net interest margin					3.54	%					2.76	%					3.06	%

(1) The average balance of loans receivable includes loans held for sale and is presented without reduction for the allowance for loan losses.

(2) Consists of mortgage-backed securities and U.S. government securities which are classified as held-to-maturity and available-for-sale, excluding gains or losses on securities classified as available-for-sale.

(3) Consists of cash and due from banks, restricted cash and federal funds sold.

(4) Consists of savings, NOW and money market accounts.

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Rate/Volume Analysis

The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume); (ii) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate); and (iii) changes in rate/volume (change in rate multiplied by change in volume). We acquired the Bank on December 22, 2000. Consequently, information required to be presented in this table comparing each of the years ended December 31, 2001 and 2000 with the prior year has been omitted because it is not meaningful.

	Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001
	Increase (decrease) due to
	Rate			Volume		Rate/ Volume			Total Net Increase (Decrease)
	(In Thousands)
Interest-earning assets:
Total loans	$	(900	)	$	8,295	$	(1,485	)	$	5,910
Securities		(168	)		4,364		(476	)		3,720
FHLB stock		(7	)		173		(16	)		150
Cash and cash equivalents		(81	)		5		(4	)		(80	)
Total net change in income on interest-earning assets		(1,156	)		12,837		(1,981	)		9,700
Interest-bearing liabilities:
Deposits
Transaction accounts		(142	)		203		(78	)		(17	)
Certificates of deposit		(817	)		2,860		(1,522	)		521
Total deposits		(959	)		3,063		(1,600	)		504
Securities sold under agreements to repurchase		(156	)		2,852		(1,989	)		707
FHLB advances		(429	)		2,568		(817	)		1,322
Warehouse lines of credit		(461	)		531		(280	)		(210	)
Trust preferred securities		—			779		—			779
Total net change in expense on interest-bearing liabilities		(2,005	)		9,793		(4,686	)		3,102
Change in net interest income	$	849		$	3,044	$	2,705		$	6,598

Interest Income.    Total interest income amounted to $16.4 million during the six months ended June 30, 2002, as compared to $6.7 million during the six months ended June 30, 2001. Total interest income was $15.9 million for the year ended December 31, 2001, $3.2 million for the year ended December 31, 2000 and $1.4 million for the year ended December 31, 1999. Our acquisition of the Bank in December 2000 was the principal reason for the increase in our interest income, due to our ability to hold loans, securities and other interest-earning assets in the Bank’s portfolio. We also earn interest income relating to loans held for sale at FIPMC and securities held at FIPMC and Commercial Capital Bancorp.

Interest income on loans totaled $10.9 million during the six months ended June 30, 2002 and $5.0 million during the six months ended June 30, 2001. Interest income on loans totaled $11.9 million for the year ended December 31, 2001, $3.2 million for the year ended December 31, 2000 and $1.3 million for the year ended December 31, 1999. The small amount of interest income on loans recognized during 2000 and 1999 reflects the fact that we did not yet own the Bank and interest income on loans was limited to the interest earned on loans held for sale by FIPMC. The increases in interest income on loans during the six months ended June 30, 2002

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and the year ended December 31, 2001, when compared to the same periods in the prior year, reflect the increases in our average balance of loans receivable, resulting from the Bank’s increased loan purchases from FIPMC during such periods. The Bank acquired $161.7 million of loans from FIPMC during the six months ended June 30, 2002 and $134.5 million of loans from FIPMC during the year ended December 31, 2001, consisting primarily of loans secured by multi-family residential properties. The average yield earned on our loans receivable amounted to 6.76% during the six months ended June 30, 2002, 8.24% during the six months ended June 30, 2001 and 7.78% during the year ended December 31, 2001. The decline in the average yield reflected the overall decrease in market rates of interest that occurred over this period.

Interest income on securities and other interest-earning assets, which consist of federal funds sold and FHLB stock, totaled $5.5 million during the six months ended June 30, 2002, as compared to $1.7 million during the six months ended June 30, 2001. Interest income on securities and other interest-earning assets totaled $4.0 million for the year ended December 31, 2001, $54,000 for the year ended December 31, 2000 and $65,000 for the year ended December 31, 1999. Commencing with our acquisition of the Bank in December 2000, we proceeded to build a securities portfolio comprised primarily of U.S. government agency mortgage-backed securities. During 2001, we restructured our securities portfolio in order to take advantage of changes in the interest rate environment. During the year ended December 31, 2001, we purchased $208.5 million of securities and sold or experienced repayments or prepayments of $126.3 million. During the six months ended June 30, 2002, we purchased $153.3 million of securities and sold or experienced repayments or prepayments of $47.9 million and decreased our investment in 30-year mortgage-backed securities and increased our investment in 15-year mortgage-backed securities. The effect on interest income of the increase in the average balance of securities during the six months ended June 30, 2002 and the year ended December 31, 2001 was partially offset by a decrease in the average yield earned on such assets during these periods. The decrease in the average yield during the six months ended June 30, 2002 and the year ended December 31, 2001 was due to a combination of the general decline in market rates of interest as well as a shortening of the duration of our securities portfolio during the first six months of 2002. As a result of the foregoing, the average yield earned on securities and other interest-earning assets declined from 6.21% for the year ended December 31, 2001 to 5.92% for the six months ended June 30, 2002.

Interest Expense.    Total interest expense amounted to $7.4 million during the six months ended June 30, 2002, as compared to $4.3 million during the six months ended June 30, 2001. Total interest expense was $9.2 million for the year ended December 31, 2001, $3.2 million for the year ended December 31, 2000 and $1.3 million for the year ended December 31, 1999. Our interest expense increased significantly following our acquisition of the Bank as we increased our amount of deposits and borrowings.

Interest expense on deposits totaled $2.4 million during the six months ended June 30, 2002, $1.9 million during the six months ended June 30, 2001, and $3.9 million during the year ended December 31, 2001. We did not acquire the Bank until December 2000 and, consequently, did not recognize any interest expense on deposits during 2000 or 1999. Our average balance of deposits has increased from $92.1 million for the year ended December 31, 2001 to $178.7 million for the six months ended June 30, 2002. The effect on interest expense of the increase in the average balance of deposits was partially offset by a decline in the average rate paid on deposits due to the general decline in market rates of interest during such periods. The average rate paid on interest-bearing deposits declined from 4.80% for the year ended December 31, 2001 to 2.80% for the six months ended June 30, 2002.

Interest expense on borrowings, consisting of FHLB of San Francisco advances, reverse repurchase agreements, warehouse lines of credit and trust preferred securities, amounted to $5.0 million during the six months ended June 30, 2002, compared to $2.4 million during the six months ended June 30, 2001. Interest expense on borrowings amounted to $5.3 million for the year ended December 31, 2001, $3.2 million for the year ended December 31, 2000 and $1.3 million for the year ended December 31, 1999. Our average balance of borrowings has increased from $112.5 million for the year ended December 31, 2001 to $318.7 million for the six months ended June 30, 2002. The effect on interest expense of the increases in the average balance of borrowings was partially offset by decreases in the average rate paid on borrowings due to the general decline in market rates of interest during such periods. As

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discussed previously, we have been lengthening the durations of our borrowings starting in the fourth quarter of 2001 through June 2002. The average rate paid on borrowings declined from 4.73% for the year ended December 31, 2001 to 3.18% for the six months ended June 30, 2002.

Provision for Loan Losses.    We established provisions for loan losses of $814,000 during the six months ended June 30, 2002, $228,000 during the six months ended June 30, 2001 and $686,000 during the year ended December 31, 2001. We did not acquire the Bank until December 2000 and, consequently, did not provide for losses on loans during 2000 or 1999. However, in connection with our acquisition of the Bank in December 2000, we did acquire an allowance for loan losses of $420,000 which the Bank had accumulated prior to its acquisition. The provisions we established during the six months ended June 30, 2002 and the year ended December 31, 2001 were provided in order to maintain our allowance for loan losses at what management believed to be an adequate level. The assessment of the adequacy of our allowance for loan losses is based upon a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, levels and trends in asset classifications, change in volume and mix of loans, and collateral values. Quantitative factors used to assess the adequacy of the allowance for loan losses are established based upon management’s assessment of the credit risk in the portfolio, historical loan loss experience and our loan underwriting policies. At June 30, 2002, we did not have any non-performing loans. See “Business—Asset Quality—Allowance for Loan Losses.”

Management believes that its allowance for loan losses at June 30, 2002 was adequate. Nevertheless, our loan portfolio is relatively unseasoned and there can be no assurance that additions to such allowance will not be necessary in future periods, particularly as we continue to grow our multi-family residential and commercial loan portfolios. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our valuation allowance. These agencies may require increases to the allowance based on their judgments of the information available to them at the time of their examination.

Noninterest Income.    The following table sets forth information regarding our noninterest income for the periods shown.

	Six Months Ended June 30,				Year Ended December 31,
	2002		2001		2001		2000		1999
	(In Thousands)
Noninterest income:
Gain on sale of loans	$	1,886	$	913	$	2,671	$	1,812	$	3,168
Gain on sale of securities		56		256		1,424		—		—
Mortgage banking fees, net		259		454		645		563		332
Banking and servicing fees		136		42		114		—		—
Trust fees		83		36		88		—		—
Other income		73		—		—		—		—
Total noninterest income	$	2,493	$	1,701	$	4,942	$	2,375	$	3,500

Total noninterest income amounted to $2.5 million during the six months ended June 30, 2002, compared to $1.7 million during the six months ended June 30, 2001. Total noninterest income was $4.9 million for the year ended December 31, 2001, $2.4 million for the year ended December 31, 2000 and $3.5 million for the year ended December 31, 1999. Our noninterest income amounted to 13.2% of total revenues (which is comprised of total interest income and total noninterest income) during the six months ended June 30, 2002, as compared to 20.1% during the six months ended June 30, 2001, 23.7% during the year ended December 31, 2001, 42.3% during the year ended December 31, 2000 and 71.3% during the year ended December 31, 1999. While our noninterest income has been increasing over the periods, the decrease as a percentage of total revenues is due to larger increases in total interest income over the periods. Our noninterest income consists primarily of income earned by FIPMC with respect to its mortgage banking activities. Income earned by FIPMC from its mortgage banking operations is considered recurring core income for us and consists of cash gains on sales of loans which are generally sold at a premium in excess of 1.0% of the loan amount, and mortgage banking fees (i.e., fees

34

received on FIPMC’s loan originations less direct origination costs, including salaries, commissions paid to its loan brokers and other third party loan expenses). FIPMC expects to sell more than 50% of the loans originated by FIPMC to unaffiliated financial institutions. While FIPMC’s in-house originations and sales generate both cash gains on sale of loans and mortgage banking fees, its conduit and brokered originations and sales generate only mortgage banking fees.

Total noninterest income increased by $792,000, or 46.6%, during the six months ended June 30, 2002, as compared to the six months ended June 30, 2001, due to a $973,000, or 106.6%, increase in gain on sale of loans, which was partially offset by a decline of $195,000, or 43.0%, in mortgage banking fees. During the six months ended June 30, 2002, FIPMC originated $361.0 million of loans and sold, servicing released, $206.6 million of loans to third parties (including conduit and brokered originations and sales), as compared to $200.6 million of originations and $133.8 million of such sales during the six months ended June 30, 2001. The decline in mortgage banking fees reflects a decline in the amount of loans originated and sold through conduit and brokered channels during the six months ended June 30, 2002, as compared to the same period in 2001. Also contributing to the increase in noninterest income was a $94,000 increase in banking and servicing fees and a $47,000 increase in trust fees during the six months ended June 30, 2002, as compared to the same period in 2001. Banking and servicing fees increased as a result of an increase in the receipt of prepayment fees from the payoff of loans, while the increase in trust fees reflects the Bank’s creation of a trust department in November 2000. At June 30, 2002, the trust department had 31 accounts with a total of $30.0 million of funds under management and was generating revenues which, on a stand-alone basis, were almost sufficient to cover the trust department’s operating expenses. See “Business—Trust and Investment Services.”

Total noninterest income increased by $2.6 million, or 108.1%, during the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to $1.4 million of gains on sales of securities and a $859,000, or 47.4%, increase in gain on sale of loans. The increase in the gain on sale of loans was due to an increase in loans originated and sold by FIPMC as well as an increase in the average price of the loans sold. During the year ended December 31, 2001, FIPMC originated $483.0 million of loans and sold, servicing released, $318.1 million of loans to third parties (including conduit and brokered originations and sales), as compared to $314.9 million of originations and $258.2 million of such sales during the year ended December 31, 2000. We also recognized $114,000 of banking and servicing fees and $88,000 of trust fees during 2001.

Total noninterest income decreased by $1.1 million, or 32.1%, during the year ended December 31, 2000, as compared to the year ended December 31, 1999, due to a $1.4 million, or 42.8%, decrease in gain on sale of loans, which was partially offset by a $231,000, or 69.6%, increase in mortgage banking fees. The decrease in gain on sale of loans was due to a decline in loan sales during 2000, while the increase in mortgage banking fees reflected an increase in the amount of loans originated and sold through conduit and broker channels during 2000 as compared to 1999. During the year ended December 31, 2000, FIPMC originated $314.9 million of loans and sold, servicing released, $258.2 million of loans (including conduit and brokered originations and sales), as compared to $315.3 million of loan originations and $309.1 million of such sales during the year ended December 31, 1999.

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Noninterest Expenses.    The following table sets forth information regarding our noninterest expenses for the periods shown.

	Six Months Ended June 30,				Year Ended December 31,
	2002		2001		2001		2000		1999
	(In Thousands)
Noninterest expenses:
Compensation and benefits	$	2,187	$	1,688	$	4,067	$	1,144	$	2,018
Non-cash stock compensation		69		69		139		871		855
Occupancy and equipment		530		507		1,024		749		673
Marketing		278		39		70		80		208
Data processing		129		117		241		—		—
Professional and consulting		173		94		201		218		314
Insurance premiums		95		37		120		43		41
Amortization of goodwill		—		372		748		—		—
Other		571		434		897		537		623
Total noninterest expenses	$	4,032	$	3,357	$	7,507	$	3,642	$	4,732

Total noninterest expenses amounted to $4.0 million for the six months ended June 30, 2002, as compared to $3.4 million for the six months ended June 30, 2001. Total noninterest expenses were $7.5 million for the year ended December 31, 2001, $3.6 million for the year ended December 31, 2000 and $4.7 million for the year ended December 31, 1999. Total noninterest expense increased by $675,000, or 20.1%, during the six months ended June 30, 2002, as compared to the six months ended June 30, 2001, due primarily to higher compensation costs which resulted from a bonus accrual that did not occur during the first six months of 2001. Non-cash stock compensation expense associated with restricted stock award agreements entered into with three of our executive officers amounted to $69,000 during each of the six month periods ended June 30, 2002 and June 30, 2001. We expect to recognize an additional $69,000 of such non-cash stock compensation expense during the final six months of 2002 and $417,000 of such expense during 2003, assuming the expiration of the lock-up period in 2003. We will not recognize any expense related to such restricted shares for any period subsequent to 2003 assuming the expiration of the lock-up period in 2003. See “Management-Restricted Stock Award Agreements” and note 19 to our consolidated financial statements. The increase in total noninterest expenses during the six months ended June 30, 2002, as compared to the same period in 2001, was also due to higher professional costs and increased marketing costs associated with the promotion of our deposit products and services, which increases were partially offset by the discontinuation of the amortization of goodwill due to our adoption of SFAS No. 142. The Bank opened a new branch in a high-end retail center located in south Orange County, California in September 2002 which will further increase both compensation and occupancy and equipment expense, as well as other costs associated with expanding its retail banking franchise. Insurance premiums consist of expenses relating to various insurance policies we maintain as well as FDIC insurance premiums. FDIC insurance premiums are a function of the Bank’s deposit base and are assessed at a rate established by the FDIC, which assessment rate may be increased in accordance with proposed legislation being considered in Congress. See “Regulation—Regulation of the Bank—Proposed Legislation.” Notwithstanding the foregoing, we have improved our operating efficiency as evidenced by our efficiency ratio which declined from 77.29% for the six months ended June 30, 2001 to 35.21% for the six months ended June 30, 2002.

Total noninterest expenses increased by $3.9 million, or 106.1%, during the year ended December 31, 2001, as compared to the year ended December 31, 2000, due to increases in compensation and benefits and occupancy and equipment expense, reflecting the acquisition of the Bank in December 2000, which increases were partially offset by a decrease in non-cash stock compensation expense of $732,000 related to the restricted stock award agreements referenced above. The acquisition of the Bank also resulted in $14.0 million of goodwill and, accordingly, during the year ended December 31, 2001 we recognized $748,000 of goodwill amortization expense. As a result of the adoption by the FASB of SFAS No. 142, goodwill is no longer required to be amortized but will instead be tested at least annually for impairment. Consequently, we do not expect to recognize goodwill amortization expense during 2002 or in future periods. See “—Recent Accounting Pronouncements.”

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Total noninterest expenses decreased by $1.1 million, or 23.0%, during the year ended December 31, 2000, as compared to the year ended December 31, 1999 due primarily to lower compensation costs. Compensation and benefits declined by $874,000, or 43.3%, partially due to a reduction in staff that occurred in early 2000, while miscellaneous other operating expenses (primarily office operating expense and other loan-related expenses) decreased by $86,000, or 13.8%. The overall decrease in total non-interest expense was partially offset by an increase of $16,000, or 1.9%, in non-cash stock compensation expense related to our restricted stock award agreements.

Income Taxes.    We recognized $2.8 million of income tax expense during the six months ended June 30, 2002 and $377,000 of income tax expense during the six months ended June 30, 2001. During the year ended December 31, 2001, we recognized $1.7 million of income tax expense, while we recognized an income tax benefit of $740,000 during the year ended December 31, 2000. Prior to December 22, 2000, FIPMC operated as a limited partnership which was not a taxable entity (the operating results of FIPMC were included in the tax returns of its partners). Consequently, no provision for income taxes was provided for any period prior to December 22, 2000. If FIPMC had been a taxable entity for 1999 and all of 2000, its pro forma income tax expense would have been $233,000 in 2000 and its pro forma income tax benefit would have been $447,000 in 1999. Our effective tax rate was 41.8% for the six months ended June 30, 2002, 70.7% for the six months ended June 30, 2001 and 50.8% for the year ended December 31, 2001. The relatively high effective tax rates for the six months ended June 30, 2001 and the year ended December 31, 2001 reflected goodwill amortization which is not deductible for tax purposes. In accordance with SFAS No. 142, we are no longer required to amortize our goodwill.

Income Allocated to Minority Interest.    On December 22, 2000, we acquired approximately 90% of the outstanding shares of common stock of the Bank. We acquired the remaining outstanding shares of common stock of the Bank on December 31, 2001 for a cash purchase price of $1.2 million. Consequently, for the period between December 22, 2000 and December 31, 2001, we allocated a portion of the Bank’s net income to this minority interest. This resulted in a $108,000 allocation of income to minority interest for the year ended December 31, 2001. As a result of our purchase of the remaining shares of common stock of the Bank on December 31, 2001, the Bank is now a wholly owned subsidiary.

Cumulative Effect of Change in Accounting Principle.    Effective January 1, 1999, we adopted Statement of Position 98-5, Reporting on the Costs of Start-Up Activities, or SOP 98-5. Prior to the adoption of SOP 98-5, we capitalized our organizational costs and amortized them over a period of five years. SOP 98-5 required that the costs of start-up activities be expensed as incurred. Start-up costs totaling $156,000 were expensed in 1999 and are reflected in our consolidated statements of operations included elsewhere herein as a cumulative effect of change in accounting principle.

Asset and Liability Management

General.    Changes in interest rates can have a variety of effects on our business. In particular, changes in interest rates affect our net interest income, net interest margin, net income, the value of our securities portfolio, the volume of loan originations, the interest rate spread on loans held for sale and the amount of gain on the sale of loans.

Our asset and liability management function is under the guidance of the Bank’s Asset/Liability Committee, or ALCO, which is comprised of the Bank’s senior executive officers. The ALCO meets at least quarterly to review, among other things, the sensitivity of the Bank’s earnings to interest rate changes, the book and market values of assets and liabilities, unrealized gains and losses, purchase and sale activity and maturities of loans, investments and borrowings. In connection therewith, the ALCO reviews the Bank’s liquidity, cash flow needs, the repricing and maturities of loans, investments, deposits and borrowings and current market conditions and interest rates.

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The principal objectives of our asset and liability management function are to evaluate the interest rate risk inherent in certain balance sheet items and off-balance sheet commitments, determine the appropriate level of risk given our business focus, operating environment, capital and liquidity requirements and performance objectives, establish prudent asset concentration guidelines and manage that risk within board approved guidelines. Through such management, we seek to reduce the vulnerability of our earnings to changes in interest rates.

In addition to quarterly ALCO meetings, the Bank’s management reviews, on an on-going basis, the sensitivity of the Bank’s earnings to interest rate changes in connection with its evaluation of potential loans and securities to be acquired, the pricing of deposits and various forms of borrowings, and other operating and strategic decisions made on behalf of the Bank. Consequently, the Bank’s management is constantly engaged in a dynamic process of evaluating pricing, volumes and mix of both assets and liabilities as they relate to earnings vulnerability and volatility in varying interest rate environments.

The ALCO’s and management’s primary interest rate sensitivity monitoring tool is an asset/liability simulation model which is run on an as-needed basis (at least monthly) and is designed to capture the dynamics of balance sheet, rate and spread movements and to quantify variations in net interest income, net interest margin and net income under different interest rate environments. The Bank also utilizes, for regulatory purposes, market value analysis, which addresses the change in equity value resulting from movements in interest rates. The market value of equity is estimated by valuing the Bank’s assets and liabilities. The extent to which assets have gained or lost value in relation to the gains or losses of liabilities determines the appreciation or depreciation in equity on a market value basis. Market value analysis is intended to evaluate the impact of immediate and sustained interest rate shifts of the current yield curve upon the market value of the current balance sheet.

A more conventional but limited ALCO monitoring tool involves an analysis of the extent to which assets and liabilities are interest rate sensitive and measuring the Bank’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity “gap” is defined as the difference between interest-earning assets and interest-bearing liabilities maturing or repricing within a given time period. A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceed interest rate sensitive assets.

During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income. During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to affect net interest income adversely. At June 30, 2002, the Bank’s interest-bearing liabilities which mature or reprice within one year exceeded its interest-earning assets with similar characteristics by $89.5 million, or 16.6% of total assets.

One of the primary goals of the Bank’s ALCO is to effectively model and manage the duration of the Bank’s assets and liabilities so that the respective durations and cash flows of such assets and liabilities are matched as closely as possible. This can be accomplished either by adjusting the Bank’s balance sheet or by utilizing off-balance sheet instruments in order to synthetically adjust the duration of the Bank’s assets and/or liabilities. The Bank has not historically used interest rate swaps, options, futures or other instruments to manage its interest rate risk and, instead, manages such risk on its balance sheet by investing in adjustable-rate loans, purchasing mortgage-backed securities with selected average lives and durations and adjusting the maturities of its borrowings, as described below.

At June 30, 2002, $320.5 million, or 95.5%, of the Bank’s total loans consisted of multi-family residential or commercial real estate loans. The Bank’s multi-family residential and commercial real estate loans either consist of pure adjustable-rate loans indexed to various constant maturity treasury, or CMT, or LIBOR-based indices or are hybrid adjustable-rate loans which are fixed for a period of up to five years and then adjust based on a spread, determined at origination, over the applicable index. At June 30, 2002, of the Bank’s $320.5 million of total multi-family and commercial real estate loans held for investment, $319.6 million, or 99.7%, had interest rates which adjust within a five-year period, of which $185.5 million, or 57.9%, had interest rates which adjust within a one-year period.

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The Bank’s securities portfolio consists primarily of fixed-rate U.S. government agency mortgage-backed securities. Beginning in 2002, the Bank began decreasing its investment in U.S. government agency mortgage-backed securities which mature in 30 years and increasing its investment in similar securities that mature within 15 years. At June 30, 2002, $58.7 million, or 35.6%, of the Bank’s mortgage-backed securities portfolio carried maturities of 15 years or less.

Prior to 2002, the Bank primarily relied on shorter-term sources of funds in order to fund its operations. Beginning in the fourth quarter of 2001 and continuing in 2002, management began to extend the maturities on its borrowings, primarily through term FHLB advances. In addition, the Bank has placed a greater emphasis on attracting deposit relationships which provide money market and other transaction accounts. At June 30, 2002, $109.4 million, or 63.7%, of the Bank’s FHLB advances matured in excess of one year ($27.0 million of which are callable by the FHLB of San Francisco) and the Bank had $67.2 million of money market accounts, which represented 26.0% of total deposits as of such date.

The following table summarizes the anticipated maturities or repricing of the Bank’s assets and liabilities as of June 30, 2002, based on the information and assumptions set forth in the notes below.

	Within Three Months			Four to Twelve Months			More Than One Year to Three Years			More Than Three Years to Five Years			Over Five Years			Total
	(In Thousands)
Assets:
Cash and due from banks	$	1,965		$	—		$	—		$	—		$	—		$	1,965
Fed funds sold		700			—			—			—			—			700
Securities (1)(2)		8,292			19,232			40,945			39,034			67,069			174,572
Single-family residential loans (3)		1,179			3,258			279			174			352			5,242
Multi-family residential loans (3)		123,773			55,598			80,180			23,500			583			283,634
Commercial real estate loans (3)		9,762			14,744			10,761			1,643			—			36,910
Commercial business and consumer loans (3)		9,846			17			26			11			13			9,913
Other assets (4)		24,783			—			—			—			—			24,783
Total		180,300			92,849			132,191			64,362			68,017			537,719
Liabilities:
Certificates of deposit		85,985			90,746			5,930			228			—			182,889
NOW accounts and demand deposit accounts		6,626			—			—			—			—			6,626
Money market accounts		67,243			—			—			—			—			67,243
Savings accounts		2,040			—			—			—			—			2,040
FHLB advances (5)		5,492			56,927			82,790			340			27,425			172,974
Securities sold under agreements to repurchase		44,498			—			—			—			—			44,498
Other liabilities (6)		3,056			—			—			—			—			3,056
Total		214,940			147,673			88,720			568			27,425			479,326
Excess (deficiency) of total assets over total liabilities	$	(34,640	)	$	(54,824	)	$	43,471		$	63,794		$	40,592
Cumulative excess (deficiency) of total assets over total liabilities	$	(34,640	)	$	(89,464	)	$	(45,993	)	$	17,801		$	58,393
Cumulative excess (deficiency) of total assets over total liabilities as a percentage of total assets		(6.44	)%		(16.64	)%		(8.55	)%		3.31	%		10.86	%

(Footnotes on following page)

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(1) Comprised of U.S. government securities and mortgage-backed securities which are classified as held-to-maturity and available-for-sale. Reflects estimated prepayments in the current interest rate environment.

(2) Includes FHLB stock.

(3) Adjustable-rate loans are included in the period in which interest rates are next scheduled to adjust rather than in the period in which they are due, and fixed-rate loans are included in the periods in which they are scheduled to be repaid, based on scheduled amortization, in each case as adjusted to take into account estimated prepayments.

(4) Includes loan premiums, deferred fees, goodwill, bank owned life insurance, accrued interest receivable and other assets.

(5) Adjustable-rate advances are included in the period in which interest rates are next scheduled to adjust rather than in the period in which they are due, and fixed-rate advances are included in the periods in which they are scheduled to mature.

(6) Includes accrued interest payable and other liabilities.

Although “gap” analysis is a useful measurement device available to management in determining the existence of interest rate exposure, its static focus as of a particular date makes it necessary to utilize other techniques in measuring exposure to changes in interest rates. For example, gap analysis is limited in its ability to predict trends in future earnings and makes no assumptions about changes in prepayment tendencies, deposit or loan maturity preferences or repricing time lags that may occur in response to a change in the interest rate environment.

As a result of the foregoing limitations, the Bank also uses a dynamic, internally generated, interest sensitivity analysis that incorporates detailed information on the Bank’s loans, investments, deposits and borrowings into an asset/liability management model designed for financial institutions. This analysis measures interest rate risk by computing changes in the Bank’s net interest income, net interest margin and net income (taking into account the Bank’s budget, index lags, rate floors and caps, scheduled and unscheduled repayment of principal, redirection of cash flows and lags of deposit rates) in the event of assumed changes in interest rates. This analysis assesses the effect on net interest income, net interest margin and net income in the event of an increase or decrease in interest rates, assuming such increase/decrease occurs ratably over the next twelve months and remains constant over the subsequent twelve months. Based on the sensitivity analysis performed by the Bank, a gradual increase in interest rates of 200 basis points during the twelve months following June 30, 2002 would decrease projected net interest income by 13.0%, while a decline in interest rates of 200 basis points would increase projected net interest income by 9.4%.

Management believes that the assumptions used in its interest sensitivity analysis to evaluate the vulnerability of its net interest income to changes in interest rates approximate actual experiences and considers them to be reasonable. However, the interest rate sensitivity of the Bank’s assets and liabilities and the estimated effects of changes in interest rates on the Bank’s net interest income could vary substantially if different assumptions were used or if actual experience differs from the projections on which they are based.

Although our asset and liability management function is primarily focused on the Bank, FIPMC and Commercial Capital Bancorp are also generally exposed to interest rate risk. Changes in interest rates affect FIPMC’s net interest income with respect to its loans held for sale, the net interest income earned by both FIPMC and Commercial Capital Bancorp on their securities portfolios, and the value of their securities portfolios. At June 30, 2002, FIPMC had $45.0 million of loans held for sale and FIPMC and Commercial Capital Bancorp had an aggregate of $63.1 million of U.S. government agency mortgage-backed securities, which were funded primarily with short-term reverse repurchase agreements.

FIPMC attempts to limit its interest rate risk by originating adjustable-rate loans and by limiting the dollar amount and period of time loans are held for sale. FIPMC and Commercial Capital Bancorp also attempt to limit their interest rate risk by purchasing shorter duration, higher cash flow mortgage-backed securities. At June 30, 2002, FIPMC’s and Commercial Capital Bancorp’s securities portfolios had an estimated weighted average life of 5.3 years and the average amount of time a loan was held by FIPMC pending sale was 13 days. However, FIPMC is negotiating to enter into a sub-facility with its warehouse lender which would provide it with the flexibility to aggregate up to $25.0 million of loans for a period of up to 24 months and to sell such loans in bulk.

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See “Business—Sources of Funds—Borrowings.” To the extent that FIPMC determines to hold its loans for longer periods of time pending their future sale, management of FIPMC may consider additional means of limiting its exposure to this interest rate risk.

Liquidity and Capital Resources

Liquidity.    The objective of liquidity management is to ensure that we have the continuing ability to maintain cash flows that are adequate to fund our operations and meet our debt obligations and other commitments on a timely and cost-effective basis. Our liquidity management is both a daily and long-term function of funds management. Liquid assets are generally invested in short-term investments such as federal funds sold. If we require funds beyond our ability to generate them internally, various forms of both short- and long-term borrowings provide an additional source of funds.

Liquidity management at the Bank focuses on the Bank’s ability to generate sufficient cash to meet the funding needs of current loan demand, deposit withdrawals, principal and interest payments with respect to outstanding borrowings and to pay operating expenses. It is the Bank’s policy to maintain greater liquidity than required in order to be in a position to fund loan purchases and originations and to make investments that take advantage of interest rate spreads. The Bank monitors its liquidity in accordance with guidelines established by its board of directors and applicable regulatory requirements. The Bank’s need for liquidity is affected by its loan purchase activity, net changes in deposit levels and the scheduled maturities of its borrowings. The Bank can minimize its cash requirements by modifying the amount of loans purchased. However, liquidity demand resulting from net reductions in deposits is usually caused by factors over which the Bank has limited control. The principal sources of the Bank’s liquidity consist of deposits, interest and principal payments and prepayments, its ability to sell assets at market prices and its ability to pledge its unencumbered assets as collateral for borrowings, advances from the FHLB of San Francisco and reverse repurchase agreements. At June 30, 2002, the Bank had $90.3 million in available FHLB borrowing capacity, which reflects a temporary increase in the Bank’s borrowing capacity to 50% of total assets by the FHLB of San Francisco pursuant to a request by the Bank in order to fund loan and securities purchases in connection with our issuance of trust preferred securities, and $68.7 million of unencumbered securities available to either be borrowed against or sold. Subsequent to June 30, 2002, the Bank’s borrowing capacity was adjusted by the FHLB of San Francisco back to its historical advance rate of 40% of its total assets. If the Bank’s borrowing capacity had not been increased as of June 30, 2002, the Bank would have had $36.6 million in available FHLB borrowing capacity. Furthermore, we believe that the Bank’s loans can generally be sold for more than their carrying values and the Bank may in the future securitize a portion of its loans. At June 30, 2002, the Bank had outstanding commitments (including unused lines of credit) to originate and/or purchase loans of $36.5 million. Certificates of deposit which are scheduled to mature within one year totaled $176.7 million at June 30, 2002, and borrowings that are scheduled to mature within the same period amounted to $62.3 million.

Liquidity management at FIPMC focuses on FIPMC’s ability to generate sufficient cash to fund its loan commitments, make principal and interest payments with respect to outstanding borrowings and pay its operating expenses. FIPMC’s need for liquidity is affected by the level of its loan commitments and loan demand, its ability to sell the loans that it originates and the amount of time FIPMC holds its loans pending their sale. FIPMC’s principal sources of liquidity consist primarily of proceeds generated from the sale of loans and borrowings, a warehouse line of credit and reverse repurchase agreements. At June 30, 2002, FIPMC had $34.6 million in available borrowing capacity under its warehouse line of credit. FIPMC is negotiating to increase the maximum borrowing capacity under its line of credit from $75.0 million to $100.0 million. FIPMC would have had $59.6 million in available borrowing capacity at June 30, 2002 had the increase in borrowing capacity been available as of such date. At June 30, 2002, FIPMC had outstanding commitments to originate loans of $24.1 million.

Liquidity management at the holding company level focuses on Commercial Capital Bancorp’s ability to generate sufficient cash to fund its operating expenses. Beginning in June 2002, we began making interest payments on our trust preferred securities. At June 30, 2002, our annual interest payments with respect to our outstanding trust preferred securities amounted to $2.0 million in the aggregate, based on the applicable interest rate at that date. Such interest payments are currently expected to be funded by cash and liquid investments at Commercial Capital Bancorp, which amounted to $1.0 million at June 30, 2002, and dividends from FIPMC.

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Capital Resources.    Federally insured savings institutions such as the Bank are required to maintain minimum levels of regulatory capital. See “Regulation-Regulation of the Bank-Regulatory Capital Requirements.” The following table reflects the Bank’s actual levels of regulatory capital and minimum regulatory capital requirements at June 30, 2002.

	Required(1)				Actual				Excess
	Percent		Amount		Percent		Amount		Percent		Amount
	(Dollars in Thousands)
Tangible capital	1.50	%	$	7,831	8.35	%	$	43,569	6.85	%	$	35,738
Tier 1 leverage capital (2)	4.00			20,884	8.35			43,569	4.35			22,685
Risk-based capital (3)	8.00			24,486	14.86			45,490	6.86			21,004

(1) Does not reflect the requirements to be met in order for an institution to be deemed “adequately capitalized” under applicable laws and regulations. See “Regulation—Regulation of the Bank—Prompt Corrective Action.”

(2) Does not reflect amendments which were proposed by the OTS, which would increase this requirement to between 4% and 5%.

(3) Tangible and Tier 1 leverage (or core) capital are computed as a percentage of adjusted total assets of $522.1 million. Risk-based capital is computed as a percentage of adjusted risk-weighted assets of $306.1 million.

Contractual Obligations and Commercial Commitments

The following tables present our contractual cash obligations and commercial commitments as of June 30, 2002.

	Total		Payment due period
			Less than One Year		One to Three Years		Four to Five Years		After Five Years
	(In Thousands)
Contractual cash obligations:
FHLB advances (1)	$	171,700	$	62,250	$	82,450	$	—	$	27,000	(2)
Warehouse line of credit		40,409		40,409		—		—		—
Securities sold under agreements to repurchase		106,689		106,689		—		—		—
Trust preferred securities		35,000		—		—		—		35,000
Total contractual cash obligations	$	353,798	$	209,348	$	82,450	$	—	$	62,000

			Amount of Commitment Expiration Per Period
	Unfunded Commitments		Less than One Year		One to Three Years		Four to Five Years		After Five Years
	(In Thousands)
Commercial and mortgage banking commitments:
Lines of credit	$	4,795	$	4,380	$	400	$	—	$	15
Multi-family and commercial real estate loans		24,121		24,121		—		—		—
Total commercial and mortgage banking commitments	$	28,916	$	28,501	$	400	$	—	$	15

(Footnotes on following page)

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(1) Net of purchase accounting adjustments of $1.3 million.

(2) Consists of advances which have a scheduled ten-year maturity but can be redeemed by the FHLB of San Francisco at their option on a quarterly basis. A total of $9.0 million cannot be redeemed by the FHLB of San Francisco until the fourth quarter of 2002.

Inflation and Changing Prices

Our consolidated financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles in the United States, which require the measurement of financial position and operating results in terms of historical dollars (except with respect to loans held for sale and available-for-sale securities which are carried at market value), without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, substantially all of our assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services.

Recent Accounting Pronouncements

In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 141 also specifies criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported separately from goodwill. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually in accordance with the provision of SFAS No. 142. SFAS No. 142 also requires that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144, Accounting for the Impairment or Disposal Of Long-Lived Assets.

In connection with SFAS No. 142’s transitional goodwill impairment evaluation, the statement required us to perform an assessment of whether there was an indication that goodwill was impaired as of the date of adoption. In accordance with the statement, we identified our reporting units and determined the carrying value of each reporting unit by assigning the assets and liabilities, including the existing goodwill and intangible assets, to that reporting unit, as of January 1, 2002. To the extent a reporting unit’s carrying amount exceeded its fair value, the reporting unit’s goodwill could be impaired and we were required to perform a second step of the transitional impairment test. In the second step, we were required to compare the implied fair value of the reporting unit’s goodwill, determined by allocating the reporting unit’s fair value to all of its assets (recognized and unrecognized) and liabilities in a manner similar to purchase price allocation in accordance with SFAS No. 141, to its carrying amount, both of which would be measured as of the date of adoption. Any transitional impairment loss is required to be recognized as a cumulative effect of a change in accounting principle. We did not have a transitional impairment loss on goodwill.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The adoption of SFAS No. 144 on January 1, 2002 did not have a material impact on our financial condition.

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In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. SFAS No. 145 updates, clarifies and simplifies existing accounting pronouncements including: rescinding SFAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect, and amending SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. SFAS No. 145 is effective for fiscal years beginning after May 15, 2002, with early adoption of the provisions related to the rescission of SFAS No. 4 encouraged. We do not expect the adoption of this statement to have a material impact on our financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, which addresses financial accounting and reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force, or EITF, Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as defined in EITF-94-3 was recognized at the date of an entity’s commitment to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. We will adopt the provisions of SFAS No. 146 for exit or disposal activities that are initiated after December 31, 2002.

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BUSINESS

General

We are one of the largest independent banking organizations headquartered in Orange County, California and, based on the percentage growth in our assets on a quarterly basis over the past 24 months, we have been the fastest growing banking organization in Orange County according to FDIC data. Since the formation of FIPMC in April 1998, we have evolved into a diversified financial services holding company which provides a variety of lending and deposit products and services to middle market commercial businesses, income property real estate investors, related real estate service companies and high net worth individuals and professionals. We conduct our operations through the Bank, a federally chartered savings bank, FIPMC, a commercial mortgage banking company, and ComCap, a registered broker dealer. At June 30, 2002, we had consolidated total assets of $649.1 million, net loans held for investment of $333.9 million, total deposits of $256.2 million and stockholders’ equity of $33.4 million.

We are recognized as one of the leading originators of multi-family residential real estate loans in California, having ranked fourth in the state in originations of such loans during the six months ended June 30, 2002. We originate multi-family residential loans and, to a lesser extent, loans secured by commercial real estate, both for our portfolio as well as for sale on a nonrecourse basis to a network of unaffiliated third party financial institutions. Our lending activities generate not only interest income but also a significant amount of noninterest income relating to our mortgage banking operations. We offer our clients commercial business loans, select trust and investment services and a variety of deposit products. We also maintain a significant portfolio of securities, consisting primarily of mortgage-backed securities insured or guaranteed by U.S. government agencies or government-sponsored enterprises, both as a means to enhance our returns, as well as to manage our liquidity and capital.

Our rapid growth and expansion is the result of our adherence to a business model that reflects a systematic and gradual approach toward the establishment of an integrated financial services company, first, through the establishment of a loan origination platform and the development of a secondary market for such loan originations, second, through the acquisition and development of a commercial banking platform, and finally, through the integration of our business operations in order to enhance our growth and profitability.

Market Overview

According to the National Multi Housing Council, the total market value of multi-family residential real estate in the United States is estimated to be over $1.3 trillion, which consists of 16.1 million apartment units. The total market value of multi-family residential real estate in California is estimated to amount to approximately $311 billion, consisting of 2.44 million apartment units, or 15% of the total U.S. market. As of 2000, six of the top ten U.S. multi-family housing markets are located in California, consisting of the metropolitan areas of Los Angeles, San Francisco, San Diego, San Jose, Oakland and Orange County, which together accounted for nearly $290 billion, or 22%, of the total U.S. market value.

The demand for housing within California, particularly multi-family housing, is very strong. According to the California Department of Housing and Community Development, during 1990, it was estimated that there was a shortage of 660,000 housing units within California and, according to the California Senate Office of Research, during the period of 1990 through 1997, the growth in California’s population outpaced the growth in California housing units by 50%. Research from the California Department of Housing and Community Development, indicates that through 2020, in order to meet housing demand in California, 220,000 housing units will need to be built each year. By comparison, according to the California Department of Housing and Community Development, for the period 1990 through 1997, an average of 91,000 housing units, including 27,000 multi-family units, were constructed in California per year. According to the National Multi Housing Council, during 2001, construction commenced on approximately 34,000 multi-family units in California.

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Accordingly, we believe that within California, the demand for housing in general, and multi-family housing in particular, will remain strong for the immediate future.

Research from DataQuick indicates that during 2001, over 20,000 multi-family loans secured by properties located within California were originated. These loans had an aggregate principal balance of $13.4 billion and an average loan size of $657,000. This represented a 47% increase from the $9.1 billion of such loans originated during 2000 and a 44% increase from the $9.3 billion of such loans originated during 1999. During the six months ended June 30, 2002, the largest two originators of multi-family residential loans within California were responsible for approximately 25.18% of such originations. The remainder of the market was highly fragmented, with approximately 500 institutions responsible for the remaining 74.82% of total originations, with no other institution responsible for more than 5.4% of total originations.

Based upon quarterly thrift financial reports which are required to be submitted by all OTS-regulated savings institutions, multi-family residential loans have out-performed other loan categories in recent periods from an asset quality perspective. As of March 31, 2002, the latest date as of which information is available, the level of non-current (i.e., non-accrual loans and loans 90 days or more overdue but still accruing interest) multi-family residential loans as a percentage of total multi-family residential loans was 0.17%, as compared to 1.83% for construction and land loans, 1.45% for commercial real estate loans, 0.87% for single-family mortgage loans, 2.3% for commercial business loans and 0.55% for consumer loans. Based on an analysis of the geographic regions of the country prepared by the OTS, the ratio of non-current multi-family residential loans to total multi-family residential loans was even lower, amounting to 0.05% for the western region where we conduct our business operations.

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Mortgage Banking Activities

General.    Our mortgage banking activities are conducted through FIPMC. FIPMC focuses on the origination of adjustable-rate multi-family residential and, to a lesser extent, commercial real estate loans. FIPMC sells all of its loan production on a non-recourse basis with servicing released, to the Bank and to a network of other financial institutions located primarily in California.

Loan Originations.    FIPMC originated loans aggregating $361.0 million during the six months ended June 30, 2002 and $483.0 million during the year ended December 31, 2001.

The following table sets forth total loan originations by FIPMC for the periods indicated.

	Six Months Ended June 30,						Years Ended December 31,
	2002			2001			2001			2000			1999
	(Dollars in Thousands)
Loans originated:
Multi-family residential:
Number of loans		237			121			292			182			216
Volume of loans	$	290,817		$	142,899		$	369,405		$	244,327		$	278,765
Average loan size		1,227			1,181			1,265			1,342			1,291
Average LTV (1)		68.81	%		69.82	%		69.17	%		68.37	%		71.49	%
Average DCR (2)		1.3129			1.2886			1.3007			1.2707			1.2748
Ratio of ARMs (3)		99.64	%		100.00	%		99.89	%		100.00	%		99.87	%
Ratio of refinancings (3)		59.19	%		64.94	%		66.46	%		34.59	%		40.76	%
Commercial real estate:
Number of loans		17			8			27			23			8
Volume of loans	$	28,333		$	5,910		$	27,730		$	27,012		$	15,071
Average loan size		1,667			739			1,027			1,174			1,884
Average LTV (1)		65.26	%		56.94	%		62.87	%		64.55	%		67.45	%
Average DCR (2)		1.4244			1.3307			1.3676			1.3404			1.2440
Ratio of ARMs (3)		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Ratio of refinancings (3)		77.01	%		52.45	%		70.48	%		72.49	%		71.33	%
Single-family residential (4)	$	—		$	—		$	1,800		$	—		$	131
Total in-house originations (5)	$	319,150		$	148,809		$	398,935		$	271,339		$	293,967
Conduit originations		35,310			42,631			68,906			26,760			21,370
Brokered originations		6,550			9,187			15,207			16,849			—
Total loan originations	$	361,010		$	200,627		$	483,048		$	314,948		$	315,337

(1) Average loan-to-value, or LTV, is calculated based upon a weighted average of the product of the original principal loan balances and the appraised value of the collateral underlying the applicable loans, divided by the sum of the original principal loan balances.

(2) Average debt coverage ratio, or DCR, is calculated based upon a weighted average of the product of the underwritten DCR and the original principal loan balances of the applicable loans, divided by the sum of the original principal loan balances.

(3) Calculated as a percentage of the total dollar volume.

(4) Consisted of one loan for the year ended December 31, 2001 and one loan for the year ended December 31, 1999.

(5) In-house originations consist of loans originated by FIPMC which are funded through its warehouse lines of credit.

FIPMC concentrates its lending activities on the origination of small- to medium-sized, adjustable-rate multi-family residential loans, which are secured by rental apartment buildings located primarily in California.

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From FIPMC’s formation through June 30, 2002, 47.7% of FIPMC’s multi-family residential loan originations were secured by properties located in Los Angeles County, 9.6% were secured by properties located in Alameda County, 9.3% were secured by properties located in Orange County, 7.9% were secured by properties located in San Diego County and 4.8% were secured by properties located in Sacramento County. FIPMC emphasizes the origination of multi-family residential loans in the $500,000 to $5.0 million range, typically focusing on buildings with 16 to 100 units. As of June 30, 2002, FIPMC’s historical average loan size was $1.3 million for multi-family residential loans. FIPMC originated $294.1 million in multi-family residential loans during the six months ended June 30, 2002, which amounted to 81.5% of total originations during such period, and $403.3 million in multi-family residential loans during the year ended December 31, 2001, which amounted to 83.5% of total originations during such year, including in-house, conduit and brokered originations.

FIPMC also originates commercial real estate loans which are generally secured by mixed-use, shopping/retail centers, office buildings and multi-tenant industrial properties located primarily in California. From FIPMC’s formation through June 30, 2002, 32.3% of FIPMC’s commercial real estate loan originations were secured by properties located in Los Angeles County, 21.6% were secured by properties located in San Diego County, 13.4% were secured by properties located in Alameda County, 7.6% were secured by properties located in Contra Costa County and 7.4% were secured by properties located in Orange County. FIPMC emphasizes the origination of commercial real estate loans in the $500,000 to $5.0 million range, with a historical average loan size of $2.0 million as of June 30, 2002. FIPMC originated $66.9 million in commercial real estate loans during the six months ended June 30, 2002, which amounted to 18.5% of total originations during such period, and $78.0 million in commercial real estate loans during the year ended December 31, 2001, which amounted to 16.1% of total originations during such year, including in-house, conduit and brokered originations.

FIPMC will originate multi-family residential loans for terms of up to 30 years, which are fully amortizing, and commercial real estate loans for terms of up to 10 years based upon a 25-year loan amortization schedule. Such loans are primarily adjustable-rate loans with an interest rate which adjusts based upon a variety of CMT- or LIBOR-based indices, although FIPMC also offers loans that have fixed interest rates for an initial period up to five years and adjust thereafter based on a spread determined at origination over the applicable index for the remaining loan term. FIPMC’s multi-family residential and commercial real estate loans generally have interest rate floors, payment caps and limited prepayment protection. As part of the criteria for underwriting such loans, FIPMC generally establishes a maximum loan-to-value ratio of 75% for multi-family loans and 75% for commercial real estate loans and requires a debt coverage ratio of 1.15 to 1 or more for multi-family loans and 1.25 to 1 or more for commercial real estate loans. For the six months ended June 30, 2002, the multi-family residential loans originated by FIPMC had an average loan-to-value ratio of 68.81% and an average debt coverage ratio of 1.31 to 1, while the commercial real estate loans originated by FIPMC had an average loan-to-value ratio of 65.26% and an average debt coverage ratio of 1.42 to 1.

FIPMC also offers, through its conduit program, multi-family residential and commercial real estate loans to borrowers who desire longer term, fixed-rate financing. The product offered by FIPMC consists of a fixed-rate loan that is eventually securitized through a major commercial mortgage-backed securities issuer with which FIPMC has a relationship. FIPMC also offers, through its brokered program, multi-family residential and commercial real estate loans which, because of size or other factors, are not consistent with FIPMC’s loan program. Conduit loans and brokered loans are not funded in FIPMC’s name, but rather are funded in the originator’s name pursuant to the originator’s loan documentation. FIPMC does not fund these loans through its existing warehouse line of credit and does not aggregate the product for securitizations. FIPMC originated $41.9 million in conduit and brokered loans during the six months ended June 30, 2002, which amounted to 11.6% of total originations during such period, and $84.1 million in conduit and brokered loans during the year ended December 31, 2001, which amounted to 17.4% of total originations during such period.

FIPMC’s loan origination activities are conducted out of seven loan origination offices in California. See “—Office Locations.” Loan applications are attributable to direct marketing efforts by FIPMC’s loan originators, mortgage brokers, referrals from real estate brokers and developers, existing clients, walk-in clients and, to a lesser extent, advertising. At June 30, 2002, FIPMC employed eleven loan originators who are compensated primarily on a commission basis. During the six months ended June 30, 2002, 73.2% of FIPMC’s loan originations were originated directly, while 26.8% of FIPMC’s loan originations were referred to FIPMC through mortgage brokers, as compared to the year ended December 31, 2001, during which 72.5% of FIPMC’s loans were direct originations and 27.5% of FIPMC’s loans were broker referrals.

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Loan Origination Procedures and Underwriting Criteria.    FIPMC’s loan processing guidelines require that the preparation of all letters of interest, completion and processing of loan applications, underwriting, and preparation of the necessary loan documentation be performed directly by FIPMC. FIPMC does not accept loan broker packages for processing and relies solely on its own origination process. Loan applications are examined for compliance with FIPMC’s underwriting and processing criteria and, if all requirements are met, FIPMC issues a commitment letter to the prospective borrower.

All loan originations must be underwritten in accordance with FIPMC’s underwriting criteria, which are prepared based on the relevant guidelines set forth by applicable regulatory authorities. FIPMC’s underwriting personnel, who operate primarily out of FIPMC’s main office, make their underwriting decisions independent of FIPMC’s loan origination personnel. Primary property underwriting criteria include the property’s loan-to-value ratio and debt coverage ratio. In originating loans, FIPMC bases its underwriting decisions on qualitative and quantitative evaluations of both the borrower and the property, but relies on the cash flow generated by the property as the primary source of repayment. The property’s underwriting criteria is adjusted based upon the type of transaction, for example, whether the loan is for a purchase or a refinancing, as well as the overall quality of the property. Borrower qualifications include minimum liquidity requirements, the borrower’s recurring cash flow and debt ratios, and background searches such as public record checks and credit history (including Fair, Isaac and Co., or FICO, credit scores). Additionally, FIPMC considers the borrower’s experience in owning or managing similar properties and FIPMC’s lending experience with the borrower. FIPMC also relies on qualitative factors such as the stability of the property and its sub-market, the quality of the property’s physical improvements, the property’s functional utility, the stability of rents and vacancies, and overall operations of the property and market. Other underwriting requirements include obtaining the necessary insurance and conducting an environmental review and a property appraisal. FIPMC maintains an independent third party appraiser panel that is periodically updated adding and excluding appraisers. All appraisers must provide copies of their current licenses and, among other items, sample appraisals, current client lists and references. The appraisers are engaged directly by FIPMC.

The multi-family residential loans originated by FIPMC are generally originated in accordance with the OTS’ standards qualifying such loans for the lowest risk weighting classification (i.e., 50%) for purposes of the OTS’ risk-based capital requirements (except for the requirement that such loans have 12 months of payment experience). A significant portion of the loans originated by FIPMC are sold to unaffiliated FDIC-insured financial institutions, who independently underwrite such loans.

FIPMC incurs costs in originating loans, including overhead and out-of-pocket expenses. Typically, when a loan is originated, the borrower pays an origination and processing fee, as well as various third party report fees. These fees have averaged 1.1% of the principal amount of the loan. To the extent a loan is referred to FIPMC through a loan broker, the broker will receive a portion of the loan origination fee. FIPMC may charge additional fees depending upon market conditions as well as FIPMC’s objectives concerning loan origination volume and pricing. The volume and types of loans made by FIPMC vary with competitive and economic conditions, resulting in fluctuations in revenues from loan originations.

Loan Sales.    FIPMC sells all of the loans it originates to either the Bank or a network of approximately 40 banks and savings institutions located primarily in California. As of June 30, 2002, the top three purchasers of FIPMC’s loans had purchased in the aggregate 28.0%, 26.1% and 6.1% of total loan sales since FIPMC’s formation, excluding broker and conduit sales and sales of loans to the Bank. All of FIPMC’s loan sales are conducted on a non-recourse basis with the servicing obligations assumed by the purchaser. The price at which FIPMC sells its loans is determined based upon market factors. Loans sold to the Bank are sold on an arm’s length basis at a price equal to the average price of loan sales for the prior month. FIPMC’s loan sales are conducted on an individual loan-by-loan basis and FIPMC does not currently pool loans and sell them in bulk. However, FIPMC is negotiating to enter into a sub-facility with its existing warehouse lender that would allow it the flexibility to aggregate loans and sell such loans in bulk in the future. See “—Sources of Funds—Borrowings.” All of FIPMC’s loan sales are made pursuant to the terms of a Mortgage Loan Purchase Agreement.

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FIPMC sold a total of $368.3 million of loans during the six months ended June 30, 2002 (including conduit and brokered sales), of which 43.9% were sold to the Bank, and $452.6 million of loans during the year ended December 31, 2001 (including conduit and brokered sales), of which 29.7% were sold to the Bank.

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The following table sets forth total loan sales by FIPMC for the periods indicated.

	Six Months Ended June 30,						Years Ended December 31,
	2002			2001			2001			2000			1999
	(Dollars in Thousands)
Loans Sold to the Bank:
Multi-family residential:
Number of loans		147			56			136			69			2
Volume of loans	$	144,702		$	41,973		$	115,134		$	43,514		$	849
Average loan size		984			750			847			631			424
Average loan price (1)		101.19			100.87			100.98			100.72			101.50
Average LTV (2)		68.86	%		67.43	%		67.95	%		66.79	%		68.40	%
Average DCR (3)		1.2907			1.3282			1.3139			1.2504			1.1800
Ratio of ARMs (4)		99.79	%		100.00	%		99.65	%		100.00	%		100.00	%
Ratio of refinancings (4)		60.68	%		74.47	%		66.21	%		35.04	%		—	%
Commercial real estate:
Number of loans		10			8			19			11			—
Volume of loans	$	17,015		$	4,775		$	17,550		$	7,757		$	—
Average loan size		1,702			597			924			705			—
Average loan price (1)		101.22			100.71			100.91			100.64			—
Average LTV (2)		64.17	%		62.09	%		64.65	%		66.43	%		—
Average DCR (3)		1.3786			1.3578			1.3299			1.3349			—
Ratio of ARMs (4)		100.00	%		100.00	%		100.00	%		100.00	%		—
Ratio of refinancings (4)		71.97	%		58.85	%		72.71	%		65.78	%		—
Single-family residential	$	—		$	—		$	1,800		$	—		$	—
Total loans sold to the Bank	$	161,717		$	46,748		$	134,484		$	51,271		$	849
Loans Sold to Third Parties:
Multi-family residential:
Number of loans		85			48			134			121			215
Volume of loans	$	155,396		$	72,783		$	212,804		$	200,695		$	278,765
Average loan size		1,828			1,516			1,588			1,659			1,297
Average loan price (1)		101.10			101.03			101.09			100.66			101.19
Average LTV (2)		68.93	%		68.95	%		69.35	%		69.85	%		71.26	%
Average DCR (3)		1.3245			1.2954			1.2970			1.2757			1.2806
Ratio of ARMs (4)		100.00	%		100.00	%		100.00	%		100.00	%		99.87	%
Ratio of refinancings (4)		62.87	%		68.21	%		63.62	%		34.00	%		42.18	%
Commercial real estate:
Number of loans		7			6			14			8			5
Volume of loans	$	9,318		$	9,200		$	21,170		$	13,942		$	8,819
Average loan size		1,331			1,533			1,512			1,743			1,764
Average loan price (1)		101.47			101.12			101.13			100.93			100.58
Average LTV (2)		64.16	%		62.23	%		64.75	%		61.26	%		69.66	%
Average DCR (3)		1.5612			1.3559			1.3775			1.3008			1.2350
Ratio of ARMs (4)		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%
Ratio of refinancings (4)		81.30	%		78.15	%		61.93	%		91.65	%		62.93	%
Single-family residential	$	—		$	—		$	—		$	—		$	131
Total loans sold to third parties:	$	164,714		$	81,983		$	233,974		$	214,637		$	287,715
Total loans sold		326,431			128,731			368,458			265,908			288,564
Conduit sales		35,310			42,631			68,906			26,760			21,370
Brokered sales		6,550			9,187			15,207			16,849			—
Total settlements	$	368,291		$	180,549		$	452,571		$	309,517		$	309,934

(Footnotes of following page)

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(1) Average loan price is calculated as a percentage of par.

(2) Average LTV is calculated based upon a weighted average of the product of the original principal loan balances and the appraised value of the collateral underlying the applicable loans, divided by the sum of the original principal loan balances.

(3) Average DCR is calculated based upon a weighted average of the product of the underwritten DCR and the original principal loan balances of the applicable loans, divided by the sum of the original principal loan balances.

(4) Calculated as a percentage of the total dollar volume.

Loans Held for Investment and Lending Activities of the Bank

General.    Prior to our acquisition of the Bank, the Bank’s lending activities primarily focused on single-family residential lending. Since our acquisition of the Bank, the Bank has focused on purchasing multi-family residential and, to a lesser extent, commercial real estate loans originated by FIPMC, which are then held for investment, thereby providing us with a steady stream of interest income that we were unable to take advantage of prior to our acquisition of the Bank. To a much lesser extent, the Bank also originates commercial business loans. There are no plans to have the Bank originate single-family residential or consumer loans except on a case-by-case basis as an accommodation to its banking clients. At June 30, 2002, net loans held for investment amounted to $333.9 million, which represented 51.4% of our $649.1 million in total assets at that date. Approximately 99.6% of loans held for investment are either secured by properties located in California or made to clients residing in California.

The following table sets forth the composition of our loans held for investment by the Bank by type of loan at the dates indicated. We acquired the Bank on December 22, 2000. Consequently, information which would otherwise be presented in this table as of December 31, 1999 and 1998 has been omitted because it is not meaningful to our results or does not exist.

	At June 30, 2002					At December 31,
						2001					2000
	Amount			Percent		Amount			Percent		Amount			Percent
	(Dollars in Thousands)
Residential real estate loans:
Single-family	$	5,242		1.6	%	$	7,802		4.1	%	$	19,928		24.5	%
Multi-family		283,634		84.5			150,338		79.3			46,737		57.6
Commercial real estate		36,910		11.0			23,674		12.5			10,631		13.1
Commercial business loans (1)		9,845		2.9			7,822		4.1			3,837		4.7
Consumer loans (2)		68		—			77		—			76		0.1
Total loans held for investment		335,699		100.0	%		189,713		100.0	%		81,209		100.0	%
Allowance for loan losses		(1,921	)				(1,107	)				(420	)
Premiums for loans purchased (3)		214					262					377
Unearned net loan fees and discounts		(96	)				(71	)				(66	)
		(1,803	)				(916	)				(109	)
Net loans held for investment	$	333,896				$	188,797				$	81,100

(1) Includes commercial business lines of credit.

(2) Includes consumer lines of credit.

(3) Reflects premiums on loans purchased prior to our acquisition of the Bank.

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The following table sets forth certain information at June 30, 2002 regarding the dollar amount of loans maturing in our loans held for investment portfolio based on the contractual terms to maturity or scheduled amortization, excluding potential prepayments. Loans with no stated schedule of repayments and no stated maturity are reported as due in one year or less.

	Due 1 year or less		Due 1-5 years after June 30, 2002		Due 5 or more years after June 30, 2002		Total
	(In Thousands)
Single-family residential loans	$	245	$	17	$	4,980	$	5,242
Multi-family residential loans		4,169		4,366		275,099		283,634
Commercial real estate loans		1,073		710		35,127		36,910
Commercial business loans		5,429		4,416		—		9,845
Consumer loans		2		7		59		68
Total loans held for investment (1)	$	10,918	$	9,516	$	315,265	$	335,699

(1) Does not include loans held for sale.

Scheduled contractual amortization of loans does not reflect the expected term of our loans held for investment. The average life of our loans is substantially less than their contractual terms because of prepayments and due-on-sale clauses, which give us, as the lender, the right to declare such loan immediately due and payable in the event, among other things, that the borrower sells the real property subject to the mortgage and any portion of the loan is still outstanding. The average life of mortgage loans tends to increase when mortgage loan rates available in the market are higher than rates on existing mortgage loans and, conversely, decrease when rates on existing mortgage loans are higher than mortgage loan rates available in the market due to refinancings of loans at available lower rates. During periods of decreasing mortgage rates, the weighted average yield on loans decreases as higher-yielding loans are repaid or refinanced at lower rates.

The following table sets forth the dollar amount of total loans held for investment due more than one year from June 30, 2002, as shown in the preceding table, which have fixed interest rates or floating or adjustable interest rates.

	Fixed rate		Floating or adjustable-rate		Total
	(In Thousands)
Single-family residential loans	$	924	$	4,073	$	4,997
Multi-family residential loans		968		278,497		279,465
Commercial real estate loans		—		35,837		35,837
Commercial business loans		7		4,409		4,416
Consumer loans		14		52		66
Total loans held for investment (1)	$	1,913	$	322,868	$	324,781

(1) Does not include loans held for sale.

Origination, Purchase and Sale of Loans.    Our loans held for investment were primarily acquired by the Bank through loan purchases from FIPMC. The Bank has also begun to originate a small number of commercial business loans. The following table sets forth the Bank’s loan originations, purchases and sales for the periods indicated with respect to its loans held for investment. We acquired the Bank on December 22, 2000.

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Consequently, information which would otherwise be presented in this table for the year ended December 1999 has been omitted because it is not meaningful to our financial results.

	Six Months Ended June 30,						Year Ended December 31,
	2002			2001			2001			2000
	(In Thousands)
Loan originations:
Commercial business	$	7,265		$	6,575		$	10,950			—
Loans purchased:
Loans purchased from FIPMC:
Multi-family residential		144,702			41,973			115,134			—
Commercial real estate		17,015			4,775			17,550			—
Single-family		—			—			1,800			—
Loans purchased from others (1)		—			899			899			—
Loans acquired in connection with the purchase of the Bank		—			—			—			81,209
Total loans originated, purchased from FIPMC and others and acquired in connection with the purchase of the Bank		168,982			54,222			146,333			81,209
Loans sold		(3,302	)		(15,767	)		(18,356	)		—
Loan principal reductions and payoffs		(19,694	)		(11,236	)		(19,473	)		—
Net increase in loans held for investment	$	145,986		$	27,219		$	108,504		$	81,209

(1) Consists of one commercial real estate loan.

The lending activities of the Bank are subject to specified non-discriminatory underwriting standards and loan origination and purchase procedures established by the Bank’s board of directors and which are independent of those applied by FIPMC. With respect to loans that the Bank originates directly, such originations are obtained from a variety of sources, including referrals from FIPMC, real estate investors, brokers and other professionals, existing clients and walk-in clients. The Bank’s centralized underwriting department supervises the obtaining of credit reports, appraisals and other documentation involved with a loan. Property valuations are performed by independent certified appraisers approved by the Bank’s board of directors. The Bank requires title, hazard and, to the extent applicable, flood insurance on all property serving as collateral for loans.

Loans purchased by the Bank from FIPMC are also underwritten by the Bank pursuant to the guidelines set forth above for direct originations. Loan purchases are always independently underwritten by the Bank even though FIPMC has previously underwritten each loan proposed to be sold to the Bank. As part of the underwriting process, Bank loan officers perform additional independent due diligence, including appraisal reviews to confirm valuation and determination of compliance with all applicable regulatory requirements. In addition, pursuant to applicable regulatory requirements, the Bank must agree to acquire a particular loan prior to FIPMC’s commitment to originate such loan. See “Regulation—Regulation of the Bank—Affiliate Transactions.”

The Bank’s loan officers perform full due diligence and underwrite all loan applications received by the Bank. No single officer has loan approval authority and thus all loan applications must be approved by at least two members of the Bank’s Officers’ Loan Committee, which consists of the president/chief operating officer, executive vice president/chief lending officer, executive vice president/chief administrative officer and vice president/lending officer. The Officers’ Loan Committee reviews all unsecured loans above $1.0 million and all real estate secured loans in excess of $2.0 million and has approval authority for unsecured loans up to $2.0 million and real estate secured loans up to $3.0 million. Any loans in excess of such amounts must be approved by the Bank’s Directors’ Loan Committee, which consists of at least three members of the Bank’s board of directors, two of whom must be outside

54

directors. The Directors’ Loan Committee has approval authority up to $5.0 million for either individual loans or total loan relationships, which is considered the Bank’s “house limit.” All loans in excess of such house limit up to the Bank’s legal lending limit must be approved by a majority of the Bank’s full board of directors. In addition, the Directors’ Loan Committee ratifies all unsecured loans originated or purchased by the Bank in excess of $1.0 million and all real estate secured loans in excess of $2.0 million.

A savings institution generally may not make loans to any one borrower or related entities if such loans would exceed 15% of its unimpaired capital and surplus, although loans in an amount equal to an additional 10% of unimpaired capital and surplus may be made to a borrower if the loans are fully secured by readily marketable securities. At June 30, 2002, the Bank’s regulatory limit on loans-to-one borrower was $6.9 million and its five largest loans or groups of loans to one borrower, including related entities, were $5.7 million, $5.2 million, $4.7 million, $4.6 million and $4.6 million. All of these five largest loans or loan concentrations were secured by multi-family residential or commercial properties located in California, were originated during the last three years and were performing in accordance with their terms at June 30, 2002. See “Regulation—Regulation of the Bank—Loans-to-One Borrower Limitations.”

Multi-Family Residential and Commercial Real Estate Loans.    Since our acquisition of the Bank in December 2000, the Bank has focused its lending activities on the purchase of loans from FIPMC secured by multi-family and, to a lesser extent, commercial properties. The Bank has generally targeted higher quality, smaller multi-family residential and commercial real estate loans with principal balances ranging between $500,000 and $2.0 million, with an average balance of $847,000 at June 30, 2002. At June 30, 2002, the Bank had an aggregate of $283.6 million in multi-family residential loans, comprising 84.5% of total loans held for investment, and $36.9 million in commercial real estate loans, comprising 11.0% of total loans held for investment.

As a result of the capital being raised in this offering, the Bank intends to increase its loan purchases from FIPMC, particularly multi-family residential and, to a lesser extent, commercial real estate loans. Despite this increase, however, we anticipate that the Bank will purchase less than 50% of the total dollar amount of loans originated by FIPMC due to applicable regulatory limitations. See “Regulation—Regulation of the Bank—Affiliate Transactions.”

Commercial Business Loans.    The Bank also originates a limited amount of commercial business loans including acquisition lines, working capital lines of credit, inventory and accounts receivable loans, and equipment financing and term loans. Loan terms may vary from one to five years. The interest rates on such loans are generally variable and are indexed to the Wall Street Journal prime rate, plus a margin. At June 30, 2002, the Bank had an aggregate of $9.8 million of commercial business loans outstanding, or 2.9% of total loans held for investment. Total undisbursed commitments amounted to $4.8 million at June 30, 2002. Although the Bank intends to grow its commercial business loan portfolio, it expects to continue to focus on real estate secured lending, primarily loans secured by multi-family residential and commercial real estate. Many of the Bank’s commercial business clients also maintain deposits with the Bank and/or are clients of the Bank’s trust department. At June 30, 2002, commercial business clients maintained a total of $5.7 million in transaction accounts through 21 separate commercial business client relationships. Of those 21 relationships, 15 clients also have funds managed by the Bank’s trust department.

Consumer Loans.    Although the Bank is authorized to make loans for a wide variety of personal or consumer purposes, the Bank is not currently originating consumer loans. At June 30, 2002, the Bank had an aggregate of $68,000 of consumer loans. The Bank only intends to originate consumer loans on a case-by-case basis as an accommodation to its clients.

Single-Family Residential Loans.    Prior to our acquisition of the Bank in December 2000, the Bank’s primary lending activity consisted of the origination of single-family residential loans. Since we acquired the Bank, we have sold a significant amount of the Bank’s single-family residential loans. At June 30, 2002, $5.2 million of single-family residential loans, comprising 1.6% of total

55

loans held for investment, continued to remain on the Bank’s balance sheet. The Bank only intends to originate single-family residential loans on a case-by-case basis as an accommodation to its clients.

Asset Quality

General.    The Bank’s Internal Asset Review Committee, consisting of the Bank’s president and chief operating officer, chief lending officer and director of internal asset review, monitors the credit quality of the Bank’s assets, reviews classified and other identified loans and determines the proper level of reserves to allocate against the Bank’s loan portfolio, in each case subject to guidelines approved by the Bank’s board of directors.

Loan Delinquencies.    When a borrower fails to make a required payment on a loan, the Bank attempts to cure the deficiency by contacting the borrower and seeking payment. Contact is generally made following the fifteenth day after a payment is due, at which time a late payment is assessed. In most cases, deficiencies are cured promptly. If a delinquency extends beyond 15 days, the loan and payment history is reviewed and efforts are made to collect the loan. While the Bank generally prefers to work with borrowers to resolve such problems, if the account becomes 90 days delinquent, the Bank will institute foreclosure or other proceedings, as necessary, to minimize any potential loss. At June 30, 2002, the Bank did not have any loans delinquent 60 days or more.

Non-Performing Assets.    The Bank did not have any non-performing assets or troubled debt restructurings at June 30, 2002, nor did the Bank have any of such assets as of December 31, 2001 or 2000. Non-performing assets are defined as non-performing loans and real estate acquired by foreclosure or deed-in-lieu thereof. Non-performing loans are defined as non-accrual loans and loans 90 days or more overdue but still accruing interest, to the extent applicable. Troubled debt restructurings are defined as loans which a bank has agreed to modify by accepting below market terms either by granting interest rate concessions or by deferring principal and/or interest payments. At such time as the Bank has any non-performing assets, the Bank will place loans on non-accrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When any such loan is placed on non-accrual status, previously accrued but unpaid interest will be deducted from interest income. As a matter of policy, the Bank will not accrue interest on loans past due 90 days or more.

Classified Assets.    Federal regulations require that each insured savings institution classify its assets on a regular basis. In addition, in connection with examinations of insured institutions, federal examiners have authority to identify problem assets and, if appropriate, classify them. The Bank has established three classifications for potential problem assets: “substandard,” “doubtful” and “loss.” Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified loss is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. Assets classified as special mention, substandard or doubtful result in the Bank establishing higher levels of general allowances for loan losses. If an asset or portion thereof is classified loss, the insured institution must either establish specific allowances for loan losses in the amount of 100% of the portion of the asset classified loss, or charge-off such amount. The Bank has established another category, designated “special mention,” for assets which do not currently expose the Bank to a sufficient degree of risk to warrant classification as substandard, doubtful or loss. At June 30, 2002, the Bank had no classified loans and one $47,000 loan designated as special mention.

Allowance for Loan Losses.    Like all financial institutions, we maintain an allowance for estimated loan losses based on a number of quantitative and qualitative factors, including levels and trends of past due and nonaccrual loans, levels and trends in asset classifications, change in volume and mix of loans and collateral values. Quantitative factors used to assess the adequacy of the allowance for loan losses are established based upon management’s assessment of the credit risk in the portfolio, historical loan loss

56

experience and our loan underwriting policies as well as management’s judgment and experience. Provisions for loan losses are provided on both a specific and general basis. Specific and general valuation allowances are increased by provisions charged to expense and decreased by charge-offs of loans, net of recoveries. Specific allowances are provided for impaired loans for which the expected loss is measurable. General valuation allowances are provided based on a formula which incorporates the factors discussed above. The Bank periodically reviews the assumptions and formula by which additions are made to the specific and general valuation allowances for losses in an effort to refine such allowances in light of the current status of the factors described above.

To date, the losses we have experienced have been negligible. In addition, a substantial portion of our loans are unseasoned and lack an established record of performance. Although management believes that it uses the best information available to make such determinations, future adjustments to the allowance may be necessary, and net earnings could be significantly affected, if circumstances differ substantially from the assumptions used in making the initial determinations. Our amount of future losses is susceptible to changes in economic, operating and other conditions, including changes in interest rates, that may be beyond our control and future losses may exceed current estimates. The Bank’s Internal Asset Review Committee undertakes a monthly evaluation of the adequacy of the allowance for loan losses, which is reviewed and approved at least quarterly by the board of directors. We provide an allowance to absorb losses that are both probable and reasonably quantifiable as well as for those that are not specifically identified but can be reasonably estimated.

The following table sets forth the activity in our allowance for loan losses for the periods indicated. We acquired the Bank on December 22, 2000. Consequently, information which would otherwise be presented in this table for the years ended December 31, 1999 and 1998 has been omitted because it is not applicable.

	At and For the Six Months Ended						At and For the Years Ended December 31,
	2002			2001			2001			2000
	(Dollars in Thousands)
Balance at beginning of period	$	1,107		$	420		$	420		$	—
Net recoveries		—			—			1			—
Provision for losses on loans		814			228			686			—
Balance at end of period	$	1,921		$	648		$	1,107		$	420	(1)
Allowance for loan losses as a percent of total loans held for investment		0.57	%		0.60	%		0.58	%		0.52	%
Ratio of net charge-offs to average loans held for investment		—	%		—	%		—	%		—	%

(1) Reflects allowance for loan losses acquired in connection with the purchase of the Bank.

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The following table sets forth information concerning the allocation of our allowance for loan losses, which is maintained on the Bank’s loan portfolio, by loan category as of at the dates indicated. We acquired the Bank on December 22, 2000. Consequently, information which would otherwise be presented in this table for the years ended December 31, 1999 and 1998 has been omitted because it is not applicable.

					At December 31,
	At June 30, 2002				2001				2000
	Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans		Amount		Percent of Loans in Each Category to Total Loans
	(Dollars in Thousands)
Single-family residential loans	$	11	1.6	%	$	14	4.1	%	$	46	24.5	%
Multi-family residential loans		1,418	84.5			752	79.3			234	57.6
Commercial real estate loans		369	11.0			237	12.5			107	13.1
Commercial business loans		123	2.9			104	4.1			32	4.7
Consumer loans		—	—			—	—			1	0.1
Total	$	1,921	100.0	%	$	1,107	100.0	%	$	420	100.0	%

Investment Activities

We hold securities at Commercial Capital Bancorp, FIPMC and the Bank. At June 30, 2002, our consolidated securities portfolio amounted to $228.2 million, $5.0 million of which was held at Commercial Capital Bancorp, $58.1 million of which was held at FIPMC and $165.1 million of which was held at the Bank. The securities held at Commercial Capital Bancorp and FIPMC are held for liquidity purposes and to further deploy such entities’ equity, and thereby enhance our return on equity. These securities generally provide a high degree of cash flow and are funded by short-duration reverse repurchase agreements.

The Bank’s securities portfolio is managed in accordance with guidelines set by the Bank’s ALCO. Specific day-to-day transactions affecting the securities portfolio are managed by the Bank’s chief executive officer and treasurer in accordance with a comprehensive written Funds Management Policy. These securities activities are reviewed monthly or more often, as needed, by the Bank’s ALCO and are reported monthly to the Bank’s board of directors.

The Funds Management Policy, which addresses strategies, types and levels of allowable investments and which is reviewed and approved annually by the Bank’s board of directors, authorizes the Bank to invest in a variety of highly liquid, investment grade fixed-income, U.S. government and agency securities and other investment securities, subject to various limitations. The Funds Management Policy limits the amount the Bank can invest in various types of securities, places limits on average lives and durations of the Bank’s securities, limits the securities dealers that the Bank can conduct business with, and requires approval from a member of the Bank’s executive committee with respect to any investment other than U.S. government and U.S. government agency securities (including mortgage-backed securities) and certain municipal obligations. In addition, the Bank’s treasurer is prohibited from buying or selling any one security that is $4.0 million or greater without the approval of the Bank’s chief executive officer, and the Bank’s chief executive officer is prohibited from buying or selling any one security that is $5.0 million or greater without the approval of a member of the Bank’s executive committee.

Although our policies permit us to invest in any investment grade securities, as of June 30, 2002, all of our investments have consisted of AAA-rated mortgage-backed securities that are insured or guaranteed by U.S. government agencies or government-sponsored enterprises, U.S. government securities and a mutual fund which was owned by the Bank prior to its acquisition and which has since been sold. At June 30, 2002, our consolidated securities portfolio consisted of $228.1 million of mortgage-backed securities, $226.0 million of which was classified as available-for-sale and $2.1 million of which was classified as held-to-maturity, and a $102,000 U.S. government security which was classified as available-for-sale.

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Mortgage-backed securities, which are known as mortgage participation certificates or pass-through certificates, represent a participation interest in a pool of single-family or multi-family mortgages, which are passed from the mortgage originators, through intermediaries (generally U.S. government agencies and government sponsored enterprises) that pool and repackage the participation interests in the form of securities, to investors such as us. Such U.S. government agencies and government sponsored enterprises, which guarantee the payment of principal and interest to investors, primarily include the Federal Home Loan Mortgage Corporation, or Freddie Mac, the Federal National Mortgage Association, or Fannie Mae, and the Government National Mortgage Association, or Ginnie Mae. Of our total consolidated investment in mortgage-backed securities at June 30, 2002, $106.3 million consisted of Ginnie Mae pass-through certificates, $106.2 million consisted of Fannie Mae pass-through certificates and $15.6 million consisted of Freddie Mac pass-through certificates. Of the $228.1 million of mortgage-backed securities at June 30, 2002, $111.2 million, or 48.8%, have original terms to maturity of 30 years with an estimated average life of 6.8 years, $114.8 million, or 50.3%, have original terms to maturity of 15 years with an estimated average life of 4.4 years, and $2.1 million, or 0.9%, have original terms to maturity of 10 years with an estimated average life of 9.2 years. At June 30, 2002, all of our mortgage-backed securities consisted of fixed-rate securities and all of our securities have original terms to maturity of 10 or more years.

Mortgage-backed securities typically are issued with stated principal amounts, and are backed by pools of mortgages that have loans with interest rates that are within a range and have varying maturities. The characteristics of the underlying pool of mortgages, such as fixed-rate or adjustable-rate, contractual scheduled amortization, as well as prepayment risk, are passed on to the certificate holder. The average life of a mortgage-backed pass-through security thus approximates the average life of the underlying pool of mortgages.

The following table sets forth the activity in our consolidated securities portfolio for the periods indicated. We did not have any activity in our securities portfolio during the year ended December 31, 1999.

	Six Months Ended June 30,						Years Ended December 31,
	2002			2001			2001			2000
	(In Thousands)
Securities at beginning of period	$	119,684		$	38,628		$	38,628		$	—
Acquisition of securities in connection with the purchase of the Bank		—			—			—			38,570
Purchases		153,316			51,945			208,525			—
Sales		(36,577	)		(37,323	)		(113,935	)		—
Repayments and prepayments		(11,328	)		(7,229	)		(12,392	)		—
Decrease (increase) in unrealized gains/losses on available-for-sale securities		3,067			(15	)		(1,141	)		58
Securities at end of period	$	228,162		$	46,006		$	119,685		$	38,628

Sources of Funds

General.    The Bank’s primary sources of funds for use in its lending and investing activities consist of deposits, reverse repurchase agreements, advances from the FHLB of San Francisco, and sales of, maturities and principal and interest payments on loans and securities. FIPMC’s primary sources of funds for use in its lending and investing activities consist of proceeds from the sale of loans, warehouse lines of credit, reverse repurchase agreements and sales of, maturities and principal repayments on securities. Commercial Capital Bancorp’s primary sources of funds for use in its investing activities consist of reverse repurchase agreements and sales of, maturities and principal repayments on securities. In addition, proceeds raised by us from sales of common stock and the issuance of trust preferred securities have been downstreamed primarily into the Bank and, to a lesser extent, FIPMC, in order to provide additional equity to support their operations. We closely monitor rates and terms of competing sources of funds and utilize those sources we believe to be the most cost effective, consistent with our asset and liability management policies.

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Deposits.    The Bank offers a variety of deposit products and services at competitive interest rates. The Bank utilizes traditional marketing methods to attract new clients and deposits, including various forms of advertising. The Bank also utilizes the services of deposit brokers to attract non-retail certificates of deposit, consisting largely of jumbo certificates of deposit and brokered deposits. Certain of the Bank’s jumbo certificates of deposit and other deposits are also obtained through the posting of deposit rates on national computerized bulletin boards at no cost to the Bank and through the Internet.

The Bank attempts to price its deposit products in order to promote deposit growth and satisfy the Bank’s liquidity requirements and offers a variety of deposit products in order to satisfy its clients’ needs. The Bank’s current deposit products include regular checking, savings, NOW and money market deposit accounts; fixed-rate, fixed-maturity retail certificates of deposit ranging in terms from 30 days to five years; individual retirement accounts; and non-retail certificates of deposit consisting of jumbo (generally greater than or equal to $100,000) certificates, brokered certificates and public deposits. The Bank has historically relied on certificates of deposit, primarily obtained out of our market area through the Internet. As of June 30, 2002, we had $182.9 million of certificates of deposit, consisting of $106.5 million with balances less than $100,000, $53.4 million of jumbo certificates, including $30.0 million with the State of California, and $23.0 million of brokered certificates. Since December 31, 2001, the Bank has reduced its reliance on certificates of deposit and has been promoting its money market deposit product, which has proved successful in attracting a significant amount of such deposits. At June 30, 2002, our money market accounts totaled $64.9 million, or 25.3% of total deposits, as compared to $5.2 million, or 4.4% of total deposits, at December 31, 2001. At June 30, 2002, the Bank had three deposits from the State of California that amounted to $30.0 million in the aggregate, which exceeded 5% of total deposits. Of these $30.0 million of aggregate deposits, $6.0 million matured on July 1, 2002 and $14.0 million matured on August 25, 2002, each of which was subsequently renewed. The remaining $10.0 million is scheduled to mature on December 16, 2002.

The Bank’s two existing branches are located in Irvine and Riverside, California. The Bank also has opened a new branch in a high-end retail center located in south Orange County, California in September 2002 and will opportunistically look at further branch expansion when management believes that such expansion will enhance our franchise.

Since December 31, 2001, the Bank has increased its emphasis on attracting retail deposits from both business and high net worth private client relationships located throughout Orange, Riverside and Los Angeles counties. The Bank’s money market deposit accounts are obtained from both businesses and high net worth individuals, families, foundations and trusts, located primarily throughout southern California. The Bank is also focused on gathering deposits from borrower client relationships developed through FIPMC’s and our multi-family and commercial lending activities. The Bank has been successful in attracting deposits from those businesses involved in FIPMC’s lending activities. These businesses include property management companies, community associations, title and escrow companies, law firms and other middle-market businesses. The Bank intends to continue to focus on such clients as well as middle market businesses in and around its market area.

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The following table shows the distribution of and certain other information relating to the Bank’s deposits by type as of the dates indicated. We acquired the Bank on December 22, 2000. Consequently, no information exists prior to such date.

					At December 31,
	At June 30, 2002				2001				2000
	Amount		Percent of Deposits		Amount		Percent of Deposits		Amount		Percent of Deposits
Transaction accounts:
Savings accounts	$	2,040	0.8	%	$	3,918	3.3	%	$	3,884	6.4	%
Money market deposit accounts		64,934	25.3			5,179	4.4			12,349	20.4
NOW accounts and noninterest-bearing demand accounts		6,302	2.5	%		6,460	5.5			11,407	18.9
Total transaction accounts		73,276	28.6			15,557	13.2			27,640	45.7
Certificates of deposit:
90-day		20,195	7.9			17,700	15.0			885	1.5
180-day		27,514	10.7			16,744	14.1			891	1.5
One-year		47,467	18.5			29,627	25.0			9,887	16.3
Over one year		11,233	4.4			9,493	8.0			3,304	5.5
Jumbo certificates		53,438	20.9			24,218	20.5			8,821	14.6
Brokered certificates		23,042	9.0			5,000	4.2			9,000	14.9
Total certificate accounts		182,889	71.4			102,782	86.8			32,788	54.3
Total deposits	$	256,165	100.0	%	$	118,339	100.0	%	$	60,428	100.0	%

The following table sets forth the maturities of the Bank’s certificates of deposit having principal amounts of $100,000 or more at June 30, 2002.

	Amount
	(In Thousands)
Certificates of deposit maturing:
Three months or less	$	35,187
Over three through six months		14,760
Over six through twelve months		24,460
Over twelve months		2,073
Total	$	76,480

The following table sets forth the activity in the Bank’s deposits during the periods indicated. We acquired the Bank on December 22, 2000. Consequently, information which would otherwise be presented in this table for the year ended December 31, 1999 has been omitted.

	Six Months Ended June 30,				Year Ended December 31,
	2002		2001		2001		2000
	(In Thousands)
Beginning balance	$	118,339	$	60,428	$	60,428	$	—
Acquisition of deposits in connection with the purchase of the Bank		—		—		—		60,428
Net increase (decrease) before interest credited		136,408		27,689		57,105		—
Interest credited		1,418		521		806		—
Net increase (decrease) in deposits		137,826		28,210		57,911		60,428
Ending balance	$	256,165	$	88,638	$	118,339	$	60,428

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The following table sets forth, by various interest rate categories, the certificates of deposit with the Bank at the dates indicated. We acquired the Bank on December 22, 2000. Consequently, information which would otherwise be presented in this table at December 31, 1999 has been omitted.

	At June 30, 2002		At December 31,
			2001		2000
	(In Thousands)
0.00% to 2.99%	$	154,689	$	56,160	$	—
3.00 to 3.99		21,438		20,721		—
4.00 to 4.99		4,556		15,631		482
5.00 to 6.99		2,196		10,259		31,957
7.00 and higher		10		11		349
Total	$	182,889	$	102,782	$	32,788

The following table sets forth the amount and remaining maturities of the Bank’s certificates of deposit at June 30, 2002.

	Six Months and Less		Over Six Months Through One Year		Over One Year Through Two Years		Over Two Years Through Three Years		Over Three Years
	(In Thousands)
0.00% to 2.99%	$	119,293	$	35,252	$	144	$	—	$	—
3.00 to 3.99		3,628		13,060		4,660		90		—
4.00 to 4.99		2,518		1,467		472		99		—
5.00 to 6.99		990		523		333		122		228
7.00 and higher		—		—		10		—		—
Total	$	126,429	$	50,302	$	5,619	$	311	$	228

Borrowings.    Commercial Capital Bancorp, FIPMC and the Bank utilize borrowings to fund their respective operations. Commercial Capital Bancorp uses reverse repurchase agreements, FIPMC uses reverse repurchase agreements and warehouse lines of credit and the Bank uses reverse repurchase agreements and FHLB advances. In addition, we have recently issued trust preferred securities, the proceeds of which were contributed to the Bank and, to a lesser extent, FIPMC.

The Bank obtains advances from the FHLB of San Francisco based upon the pledging of certain of its mortgage loans and other assets, provided certain standards related to the creditworthiness of the Bank have been met. FHLB of San Francisco advances are available for general business purposes to expand lending and investing activities. Such borrowings have generally been used to fund lending activities or the purchase of mortgage-backed securities and have been collateralized with a pledge of loans, securities in the Bank’s portfolio or any securities purchased with such borrowings. Advances from the FHLB of San Francisco are made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. At June 30, 2002, the Bank had access to $268.6 million in advances from the FHLB of San Francisco, and had outstanding a total of 28 FHLB of San Francisco advances aggregating $173.0 million as of such date (which reflects a temporary increase in the Bank’s borrowing capacity from 40% of total assets to 50% of total assets which, subsequent to June 30, 2002, was reduced back to 40% of total assets). The Bank’s FHLB advances mature between 2002 and 2010. Of the Bank’s FHLB advances, $27.0 million have a scheduled ten-year maturity but can be redeemed by the FHLB of San Francisco at their option on a quarterly basis, provided that $9.0 million cannot be redeemed by the FHLB of San Francisco until the fourth quarter of 2002. At June 30, 2002, the Bank’s FHLB of San Francisco advances had a weighted average interest rate of 3.71%.

Each of Commercial Capital Bancorp, FIPMC and the Bank also obtains funds from the sale of securities to investment dealers under reverse repurchase agreements. In a reverse repurchase agreement transaction, mortgage-backed securities are sold at a determined market price with a discount applied based upon the maturity of the agreement. Simultaneously, the applicable party agrees to repurchase either the same or a substantially identical security on a specified later date, which ranges in maturity from overnight to six months, at a price equal to the original sales price. The remaining proceeds, after the discount is subtracted from the market price, represents the amount of the borrowing. The mortgage-backed securities underlying such agreements are delivered to the counter-party dealer for safe keeping. Although the specific mortgage-backed security that was delivered to the dealer is generally returned upon maturity of the agreement, the dealer retains the right to sell, loan or otherwise dispose of the securities in the

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normal course of its business operations. Upon such an event, the dealer is obligated to return a substantially identical mortgage-backed security to the borrower. Reverse repurchase agreements represent a low cost source of funding for us. Nevertheless, we are subject to the risk that the lender may default at maturity and not return the collateral. The amount at risk is the value of the collateral which exceeds the balance of the borrowing. In order to minimize this potential risk, we only deal with large, well-established investment banking firms who offer us competitive rates and terms when entering into these transactions. Reverse repurchase transactions are accounted for as financing arrangements rather than as sales of securities, and the obligations to repurchase such securities are reflected as a liability in our consolidated financial statements. As of June 30, 2002, we had $106.7 million of reverse repurchase agreements outstanding on a consolidated basis. At June 30, 2002, the weighted average interest rate paid on our consolidated reverse repurchase agreements amounted to 1.83%.

FIPMC’s loan originations are funded by a warehouse line of credit provided by GMAC/Residential Funding Corporation, or RFC. At June 30, 2002, FIPMC was permitted to borrow up to $75.0 million under its warehouse line, $40.4 million of which was drawn upon and outstanding as of such date. The warehouse line is used by FIPMC to fund loan commitments and must generally be repaid within 90 days after the loan is closed in the case of a loan committed to be purchased by a buyer (or 180 days in the case of loans which are not committed to be purchased by a buyer) or when FIPMC receives payment from the sale of the funded loan, whichever occurs first. Until such sale closes, the warehouse line provides that the funded loan is pledged to secure the outstanding borrowings. The warehouse line is also collateralized by a general assignment of mortgage payments receivable and certain other assets relating to FIPMC’s mortgage loans. FIPMC currently pays interest at the one-month LIBOR rate, plus 100 basis points. At June 30, 2002, the weighted average interest rate being paid by FIPMC under its warehouse line amounted to 2.84%.

The RFC warehouse line imposes various covenants and restrictions on FIPMC’s operations, including maintenance of a minimum level of net worth, minimum levels and ratios with respect to outstanding indebtedness and liquidity, restrictions on the ability of FIPMC to engage in certain transactions with affiliated entities and restrictions on the amount of dividends which can be declared and paid by FIPMC on its common stock (limited to 75% of FIPMC’s net income for the preceding fiscal year). Management believes that as of June 30, 2002, FIPMC was in compliance with all of such covenants and restrictions and does not anticipate that such covenants and restrictions will limit its operations. This warehouse line is renewable annually with the next expiration date on September 30, 2002. FIPMC is negotiating with its warehouse lender to extend the term, increase the dividend limitation to 100% of FIPMC’s net income and increase the maximum borrowing capacity under the warehouse line to $100.0 million. The increase in borrowing capacity will provide FIPMC with the flexibility to meet seasonal increases in loan demand. FIPMC also is negotiating to enter into a sub-facility with RFC which would provide it with the flexibility to aggregate up to $25.0 million of loans (included in the overall $100.0 million maximum borrowing amount) for a period of up to 24 months and to sell such loans in bulk. Although FIPMC’s ability to aggregate loans for future sale would increase FIPMC’s interest rate risk, management believes that it would expand the number of financial institutions to which FIPMC can sell loans to in the secondary market.

We have also recently obtained funds through the issuance of three series of trust preferred securities. These trust preferred securities were issued through special purpose trust subsidiaries which are wholly-owned by us, and dividend payments on such trust preferred securities are funded by interest payments we make on subordinated debt we have issued to such trust subsidiaries. On November 28, 2001, we issued $15.0 million of trust preferred securities through CCB Capital Trust I. On March 15, 2002, we issued $5.0 million of trust preferred securities through CCB Capital Trust III. On March 26, 2002, we issued $15.0 million of trust preferred securities through CCB Statutory Trust II. Each trust preferred security matures 30 years after the issuance date and have five-year call provisions, except under certain limited circumstances where the securities may be called earlier. CCB Capital Trust I pays interest semi-annually at a rate equal to six-month LIBOR plus a margin of 375 basis points. CCB Statutory Trust II pays interest quarterly at a rate equal to three-month LIBOR plus a margin of 360 basis points. CCB Capital Trust III pays interest quarterly at a rate equal to three-month LIBOR plus a margin of 375 basis points. At June 30, 2002, we had an aggregate of $35.0 million of trust preferred securities outstanding and we began making interest payments on such trust preferred securities. As of such date, the weighted average interest rate being paid on our trust preferred securities was 5.6%. At June 30, 2002, our annual interest payments with respect to our outstanding trust preferred securities, amounted to $2.0 million in the aggregate, based on the applicable interest rate at that date. Such interest payments are currently expected to be funded by cash and liquid investments at Commercial Capital Bancorp, which amounted to $1.0 million at June 30, 2002, and dividends from FIPMC.

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The following table sets forth certain information regarding our short-term borrowings at or for the periods indicated.

	At or For the Six Months Ended June 30,						At or For the Year Ended December 31,
	2002			2001			2001			2000			1999
	(Dollars in Thousands)
Commercial Capital Bancorp, Inc.:
Securities sold under agreements to repurchase:
Average balance outstanding	$	4,897		$	—		$	422		$	—		$	—
Maximum amount outstanding at any month-end during the period		4,948			—			4,895			—			—
Balance outstanding at end of period		4,870			—			4,895			—			—
Average interest rate at end of period		1.83	%		—			1.95	%		—			—
FIPMC:
Securities sold under agreements to repurchase:
Average balance outstanding	$	47,045		$	—		$	9,711		$	—		$	—
Maximum amount outstanding at any month-end during the period		57,321			—			38,561			—			—
Balance outstanding at end of period		57,321			—			38,561			—			—
Average interest rate at end of period		1.83	%		—	%		2.01	%		—	%		—	%
Warehouse line of credit:
Average balance outstanding	$	45,320		$	28,115		$	34,125		$	37,682		$	16,530
Maximum amount outstanding at any month-end during the period		66,785			46,595			52,389			50,010			35,453
Balance outstanding at end of period		40,409			46,595			52,389			31,967			26,376
Average interest rate at end of period		2.84	%		4.76	%		2.87	%		8.39	%		8.49	%
The Bank:
FHLB advances:
Average balance outstanding	$	148,236		$	51,347		$	56,994		$	—		$	—
Maximum amount outstanding at any month-end during the period		189,431			58,220			128,690			—			—
Balance outstanding at end of period		172,974			50,671			128,690			—			—
Average interest rate at end of period		3.71	%		5.70	%		3.39	%		—	%		—	%
Securities sold under agreements to repurchase:
Average balance outstanding	$	47,295		$	7,223		$	9,904		$	—		$	—
Maximum amount outstanding at any month-end during the period		85,480			14,464			35,296			—			—
Balance outstanding at end of period		44,498			10,311			35,296			—			—
Average interest rate at end of period		1.84	%		3.89	%		2.00	%		—	%		—	%

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Trust and Investment Services

Since November 2000, we have provided trust and investment services through the Bank’s trust department. We offer trust and investment services in order to provide a full range of services to the middle market commercial businesses, income property real estate investors, related real estate service companies and high net worth individuals and professionals that we focus on. Our trust and investment services also offer us an opportunity to cross-sell banking products and services to our trust clients. Trustee services offered include living trusts, charitable trusts, family and corporate foundations, life insurance trusts, corporate trusts and successor appointments. Our trust department is managed by the Bank’s senior trust officer under the direction of Scott F. Kavanaugh, our Executive Vice President, Chief Administrative Officer and Treasurer. The administration of the Bank’s trust department is performed by the trust committee of the board of directors of the Bank.

As of June 30, 2002, the Bank’s trust department administered 31 accounts, with aggregate assets of $30.0 million as of such date. Corporate trusts accounted for 15 out of the 31 accounts, and $14.6 million, or approximately 48.7%, of trust assets. Personal accounts were the second largest segment of trust assets with nine accounts, representing $7.3 million, or 24.3%, of total trust assets. Corporate and other accounts amounted to $8.1 million in aggregate assets. We outsource the money management and investment functions of our trust department through SEI Investment Advisory Group, a leading provider of asset management and investment technology solutions with $250 billion in mutual fund and pooled assets and $77 billion in assets under management as of June 30, 2002. Through SEI, we are able to offer investment products and asset allocation models to high net worth individuals and small- to medium-sized businesses. Our trust accounts are non-discretionary and are currently primarily invested in fixed income investments. Because of our ability to outsource such investment management to a third party, we are able to bring quality service and expertise at competitive pricing while minimizing overhead. Accordingly, our trust department is expected to enhance our noninterest sources of income and, because of our ability to cross-sell commercial banking products and services, enhance our ability to grow our commercial banking operations.

ComCap

ComCap is a NASD registered broker-dealer which was founded in February 1997 and run by our founding stockholders. We acquired ComCap from our founding stockholders in July 2002 in exchange for $78,545 in cash. We acquired ComCap because we believe that the fixed income brokerage services that it provides to financial institutions, money managers and pension funds, as well as middle market businesses, professionals and high net worth individuals, allow us to serve a growing need of our client base, and should provide additional sources of noninterest income and additional cross-selling opportunities. We attempt to cross-sell commercial banking products and services to many of the commercial businesses that we provide brokerage services to, and many of the financial institutions that we provide brokerage services to are potential purchasers of FIPMC’s loans. ComCap is managed by Stephen H. Gordon, our Chairman and Chief Executive officer, and Scott F. Kavanaugh, our Executive Vice President, Chief Administrative Officer and Treasurer, both of whom have substantial expertise with respect to its operations. See “Management.”

ComCap executes fixed income and mortgage-backed securities transactions for our institutional clients. Noninterest income generated by ComCap primarily consists of commission income generated by mark-ups or mark-downs on executed purchases and/or sales transactions completed for our clients. ComCap does not own an inventory, or act as principal in securities transactions, but instead acts as an agent, thereby reducing its risk exposure.

Legal Proceedings

We are involved in a variety of litigation matters in the ordinary course of our business and anticipate that we will become involved in new litigation matters from time to time in the future. Based on our current assessment of these matters, we do not presently believe that any one of these existing matters is likely to have a material adverse impact on our financial condition, results of operations, cash flows or prospects. However, we will incur legal and related costs concerning litigation and may from time to time determine to settle some or all of the cases, regardless of our assessment of our legal position. The amount of legal defense costs and settlements in any period will depend on many factors, including the status of cases, the number of cases that are in trial or about to be brought to trial, and the opposing parties’ aggressiveness in pursuing their cases and their perception of their legal position.

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Office Locations

The following table sets forth certain information with respect to our offices at June 30, 2002. All of our office locations are leased.

Office Location	Lease Expiration Date	Total Loan Originations During the Six Months Ended June 30, 2002		Total Deposits at June 30, 2002
One Venture, 3rd Floor Irvine, CA 92618 (1)(2)	February 28, 2005	$	177,849	$238,733
875 Mahler Road, Suite 174 Burlingame, CA 94010 (3)	April 30, 2004		—	N/A
201 Corte Madera Avenue Corte Madera, CA 94925 (1)	Month-to-Month		36,514	N/A
5850 Canoga Avenue, #B22 Woodland Hills, CA 91367 (1)	May 31, 2003		15,838	N/A
777 Campus Commons Drive, Suite 200 Sacramento, CA 95825 (1)(4)	September 30, 2002		—	N/A
3838 Camino del Rio North, Suite 116 San Diego, CA 92108 (1)	November 30, 2002		40,968	N/A
480 Third Street Oakland, CA 94607 (1)	Month-to-Month		27,020	N/A
6529 Riverside Boulevard, Suite 153 Riverside, CA 92506 (2)	September 30, 2003		—	17,432
22312 El Paseo, Suite E Rancho Santa Margarita, CA 92688 (5)	June 30, 2007		—	—
11755 Wilshire Boulevard, Suite 2340 Los Angeles, CA 90025 (1)(6)	June 30, 2007		62,822	N/A

(1) FIPMC loan origination office.

(2) Bank office.

(3) FIPMC underwriting and processing office.

(4) We expect to close this office in September 2002.

(5) Bank office which opened in September 2002.

(6) We entered into a five year lease in September 2002.

Employees

As of June 30, 2002, we had 69 full-time and four part-time employees. Our employees are not subject to any collective bargaining agreements and we believe that our relationship with our employees is satisfactory.

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REGULATION

General

Savings and loan holding companies and savings associations are extensively regulated under both federal and state law. This regulation is intended primarily for the protection of depositors and the Savings Association Insurance Fund, or SAIF, and not for the benefit of our stockholders. The following information describes certain aspects of those regulations applicable to us and our subsidiaries, and does not purport to be complete. The discussion is qualified in its entirety by reference to all particular statutory or regulatory provisions.

Regulation of Commercial Capital Bancorp, Inc.

General.    We are a savings and loan holding company subject to regulatory oversight by the OTS. As such, we are required to register and file reports with the OTS and are subject to regulation and examination by the OTS. In addition, the OTS has enforcement authority over us and our subsidiaries, which also permits the OTS to restrict or prohibit activities that are determined to be a serious risk to the Bank.

Activities Restrictions.    Our activities and the activities of our subsidiaries, other than the Bank or any other SAIF-insured savings association we may hold in the future, are subject to restrictions applicable to bank holding companies. Bank holding companies are prohibited, subject to certain exceptions, from engaging in any business or activity other than a business or activity that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. The Federal Reserve Board has by regulation determined that certain activities satisfy this closely related to banking standard. These activities include operating a mortgage company, such as FIPMC, finance company, credit card company, factoring company, trust company or savings association; performing certain data processing operations; providing limited securities brokerage services, acting as an investment or financial advisor; acting as an insurance agent for certain types of credit-related insurance; leasing personal property on a full-payout, non-operating basis; providing tax planning and preparation services; operating a collection agency; and providing certain courier services. The Federal Reserve Board also has determined that certain other activities, including real estate brokerage and syndication, land development, property management and underwriting of life insurance not related to credit transactions, are not closely related to banking nor a proper incident thereto. Legislation enacted in 1999 has expanded the types of activities that may be conducted by qualifying holding companies that register as “financial holding companies.” See “—Recent Banking Legislation—Financial Services Modernization Legislation”.

Restrictions on Acquisitions.    We must obtain approval from the OTS before acquiring control of any SAIF-insured association. Such acquisitions are generally prohibited if they result in a savings and loan holding company controlling savings associations in more than one state. However, such interstate acquisitions are permitted based on specific state authorization or in the case of a supervisory acquisition of a failing savings association.

Federal law generally provides that no person or entity, acting directly or indirectly or through or in concert with one or more other persons or entities, may acquire “control,” as that term is defined in OTS regulations, of a federally insured savings association without giving at least 60 days written notice to the OTS and providing the OTS an opportunity to disapprove the proposed acquisition. These provisions also prohibit, among other things, any director or officer of a savings and loan holding company, or any individual who owns or controls more than 25% of the voting shares of a savings and loan holding company, from acquiring control of any savings association that is not a subsidiary of such savings and loan holding company, unless the acquisition is approved by the OTS.

Regulation of the Bank

General.    As a federally chartered, SAIF-insured savings association, the Bank is subject to extensive regulation by the OTS and the FDIC. Lending activities and other investments of the Bank must comply with various statutory and regulatory requirements. The Bank is also subject to certain reserve requirements promulgated by the Federal Reserve Board.

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The OTS, in conjunction with the FDIC, regularly examines the Bank and prepares reports for the Bank’s board of directors on any deficiencies found in the operations of the Bank. The relationship between the Bank and depositors and borrowers is also regulated by federal and state laws, especially in such matters as the ownership of savings accounts and the form and content of mortgage documents utilized by the Bank.

The Bank must file reports with the OTS and the FDIC concerning its activities and financial condition, in addition to obtaining regulatory approvals prior to entering into certain transactions such as mergers with or acquisitions of other financial institutions. This regulation and supervision establishes a comprehensive framework of activities in which an institution can engage and is intended primarily for the protection of the SAIF and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such regulations, whether by the OTS, the FDIC, or the Congress could have a material adverse impact on us, the Bank and our operations.

Insurance of Deposit Accounts.    The SAIF, as administered by the FDIC, insures the Bank’s deposit accounts up to the maximum amount permitted by law. The FDIC may terminate insurance of deposits upon a finding that the Bank:

• has engaged in unsafe or unsound practices;

• is in an unsafe or unsound condition to continue operations; or

• has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the OTS.

The FDIC charges an annual assessment for the insurance of deposits based on the risk a particular institution poses to its deposit insurance fund. Under this system, as of December 31, 2001, SAIF members pay zero to 27 cents per $100 of domestic deposits, depending upon the institution’s risk classification. This risk classification is based on an institution’s capital group and supervisory subgroup assignment. In addition, all FDIC-insured institutions are required to pay assessments to the FDIC at an annual rate for the third quarter of 2002 of approximately $0.0172 per $100 of assessable deposits to fund interest payments on bonds issued by the Financing Corporation, or FICO, an agency of the Federal government established to recapitalize the predecessor to the SAIF. These assessments will continue until the FICO bonds mature in 2017.

Proposed Legislation.    From time to time, new laws are proposed that, if enacted, could have an effect on the financial institutions industry. For example, deposit insurance reform legislation has recently been introduced in Congress that would:

• merge the Bank Insurance Fund and the SAIF;

• increase the current deposit insurance coverage limit for insured deposits to $130,000 and index future coverage limits to inflation;

• increase deposit insurance coverage limits for municipal deposits;

• double deposit insurance coverage limits for individual retirement accounts; and

• replace the current fixed 1.25 designated reserve ratio with a reserve range of 1–1.5%, giving the FDIC discretion in determining a level adequate within this range.

While we cannot predict whether such proposals will eventually become law, they could have an effect on our operations and the way we conduct business.

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Regulatory Capital Requirements.    OTS capital regulations require savings associations to meet three capital standards:

• tangible capital equal to at least 1.5% of total adjusted assets,

• leverage capital (core capital) equal to 4.0% of total adjusted assets, and

• risk-based capital equal to 8.0% of total risk-weighted assets.

The Bank must meet each of these standards in order to be deemed in compliance with OTS capital requirements. In addition, the OTS may require a savings association to maintain capital above the minimum capital levels.

These capital requirements are viewed as minimum standards by the OTS, and most institutions are expected to maintain capital levels well above the minimum. In addition, the OTS regulations provide that minimum capital levels higher than those provided in the regulations may be established by the OTS for individual savings associations, upon a determination that the savings association’s capital is or may become inadequate in view of its circumstances. The OTS regulations provide that higher individual minimum regulatory capital requirements may be appropriate in circumstances where, among others:

• a savings association has a high degree of exposure to interest rate risk, prepayment risk, credit risk, concentration of credit risk, certain risks arising from nontraditional activities, or similar risks or a high proportion of off-balance sheet risk;

• a savings association is growing, either internally or through acquisitions, at such a rate that supervisory problems are presented that are not dealt with adequately by OTS regulations; or

• a savings association may be adversely affected by the activities or condition of its holding company, affiliates, subsidiaries or other persons or savings associations with which it has significant business relationships.

The Bank is not subject to any such individual minimum regulatory capital requirement and, as shown under “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Capital Resources,” the Bank’s regulatory capital exceeded all minimum regulatory capital requirements as of June 30, 2002.

The Home Owners’ Loan Act, or HOLA, permits savings associations not in compliance with the OTS capital standards to seek an exemption from certain penalties or sanctions for noncompliance. Such an exemption will be granted only if certain strict requirements are met, and must be denied under designated circumstances. If an exemption is granted by the OTS, the savings association still may be subject to enforcement actions for other violations of law or unsafe or unsound practices or conditions.

Prompt Corrective Action.    The prompt corrective action regulation of the OTS, requires certain mandatory actions and authorizes certain other discretionary actions to be taken by the OTS against a savings association that falls within certain undercapitalized capital categories specified in the regulation. The regulation establishes five categories of capital classification:

• well capitalized;

• adequately capitalized;

• undercapitalized;

• significantly undercapitalized; and

• critically undercapitalized.

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Under the regulation, the risk based capital, leverage capital, and tangible capital ratios are used to determine an institution’s capital classification. At June 30, 2002, the Bank met the capital requirements of a “well capitalized” institution under applicable OTS regulations.

In general, the prompt corrective action regulation prohibits an insured depository institution from declaring any dividends, making any other capital distribution, or paying a management fee to a controlling person if, following the distribution or payment, the institution would be within any of the three undercapitalized categories. In addition, adequately capitalized institutions may accept brokered deposits only with a waiver from the FDIC and are subject to restrictions on the interest rates that can be paid on such deposits. Undercapitalized institutions may not accept, renew or roll-over brokered deposits.

If the OTS determines that an institution is in an unsafe or unsound condition, or if the institution is deemed to be engaging in an unsafe and unsound practice, the OTS may, if the institution is well capitalized, reclassify it as adequately capitalized; if the institution is adequately capitalized but not well capitalized, require it to comply with restrictions applicable to undercapitalized institutions; and, if the institution is undercapitalized, require it to comply with certain restrictions applicable to significantly undercapitalized institutions. 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.

Loans-to-One-Borrower Limitations.    Savings associations generally are subject to the lending limits applicable to national banks. With certain limited exceptions, the maximum amount that a savings association or a national bank may lend to any borrower, including certain related entities of the borrower, at one time may not exceed 15% of the unimpaired capital and surplus of the institution, plus an additional 10% of unimpaired capital and surplus for loans fully secured by readily marketable collateral. Savings associations are additionally authorized to make loans to one borrower, for any purpose, in an amount not to exceed $500,000 or, by order of the Director of OTS, in an amount not to exceed the lesser of $30,000,000 or 30% of unimpaired capital and surplus for the purpose of developing residential housing, provided:

• the purchase price of each single-family dwelling in the development does not exceed $500,000;

• the savings association is in compliance with its fully phased-in capital requirements;

• the loans comply with applicable loan-to-value requirements; and

• the aggregate amount of loans made under this authority does not exceed 150% of unimpaired capital and surplus.

At June 30, 2002, the Bank’s loans-to-one-borrower limit was $6.9 million based upon the 15% of unimpaired capital and surplus measurement. At June 30, 2002, the Bank’s largest single lending relationship had an outstanding balance of $5.7 million, and consisted of two loans secured by multi-family residential real estate located in California, each of which was performing in accordance with its terms.

Qualified Thrift Lender Test.    Savings associations must meet a qualified thrift lender, or QTL, test, which test may be met either by maintaining a specified level of assets in qualified thrift investments as specified by the HOLA, or by meeting the definition of a “domestic building and loan association” under the Internal Revenue Code of 1986, as amended, or the Code. Qualified thrift investments are primarily residential mortgages and related investments, including certain mortgage related securities. The required percentage of investments under the HOLA is 65% of assets while the Code requires investments of 60% of assets. An association must be in compliance with the QTL test or the definition of domestic building and loan association on a monthly basis in nine out of every 12 months. Associations that fail to meet the QTL test will generally be prohibited from engaging in any activity not permitted for both a national bank and a savings association. As of June 30, 2002, the Bank was in compliance with its QTL requirement and met the definition of a domestic building and loan association.

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Affiliate Transactions.    Transactions between a savings association and its “affiliates” are quantitatively and qualitatively restricted under the Federal Reserve Act. Affiliates of a savings association include, among other entities, the savings association’s holding company and companies that are under common control with the savings association. Commercial Capital Bancorp, FIPMC and ComCap are each considered to be affiliates of the Bank. In general, a savings association or its subsidiaries are limited in their ability to engage in “covered transactions” with affiliates:

• to an amount equal to 10% of the association’s capital and surplus, in the case of covered transactions with any one affiliate; and

• to an amount equal to 20% of the association’s capital and surplus, in the case of covered transactions with all affiliates.

In addition, a savings association and its subsidiaries may engage in covered transactions and other specified transactions only on terms and under circumstances that are substantially the same, or at least as favorable to the savings association or its subsidiary, as those prevailing at the time for comparable transactions with nonaffiliated companies. A “covered transaction” includes:

• a loan or extension of credit to an affiliate;

• a purchase of investment securities issued by an affiliate;

• a purchase of assets from an affiliate, with some exceptions;

• the acceptance of securities issued by an affiliate as collateral for a loan or extension of credit to any party; and

• the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.

In addition, under the OTS regulations:

• a savings association may not make a loan or extension of credit to an affiliate unless the affiliate is engaged only in activities permissible for bank holding companies;

• a savings association may not purchase or invest in securities of an affiliate other than shares of a subsidiary;

• a savings association and its subsidiaries may not purchase a low-quality asset from an affiliate;

• covered transactions and other specified transactions between a savings association or its subsidiaries and an affiliate must be on terms and conditions that are consistent with safe and sound banking practices; and

• with some exceptions, each loan or extension of credit by a savings association to an affiliate must be secured by collateral with a market value ranging from 100% to 130%, depending on the type of collateral, of the amount of the loan or extension of credit.

The OTS regulations generally exclude all non-bank and non-savings association subsidiaries of savings associations from treatment as affiliates, except to the extent that the OTS or the Federal Reserve Board decides to treat these subsidiaries as affiliates. The regulations also require savings associations to make and retain records that reflect affiliate transactions in reasonable detail and provide that specified classes of savings associations may be required to give the OTS prior notice of affiliate transactions.

In purchasing loans from FIPMC, the Bank follows the published interpretive guidance of the Federal Reserve Board in order to ensure that its loan purchases are not otherwise construed as an extension of credit and thereby a “covered transaction” subject to the quantitative limitations of the Federal Reserve Act. Thus, the Bank independently evaluates each investment opportunity and indicates its interest in acquiring the loan prior to FIPMC’s commitment to make such loan. In addition, the aggregate amount of loans purchased by the Bank from FIPMC is limited to less than 50% of the total dollar amount of loans originated by FIPMC.

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The Federal Reserve Board has proposed issuing a regulation, to be known as Regulation W, which would codify prior regulations and interpretative guidance with respect to affiliate transactions. The proposed rule would incorporate the exemption from the affiliate transaction rules but would expand the exemption to cover the purchase of any type of loan or extension of credit from an affiliate. As proposed, Regulation W includes the foregoing 50 percent test, and adds another test designed to ensure that a bank is not a principal ongoing funding source for the affiliate. In particular, the rule provides that the exemption is unavailable if (i) the amount of the bank’s total purchases from the affiliate, when aggregated with all other assets purchased from the affiliate by affiliated banks and insured savings associations, represents more than 50 percent of the credit portfolio of the affiliate; or (ii) the bank and its affiliated banks and insured savings associations provide substantial, ongoing funding to the affiliate. We are unable to speculate as to the final form Regulation W will take. However, to the extent that Regulation W is adopted in a manner that would adversely impact the Bank’s ability to purchase loans originated by FIPMC, we believe we can move our origination activities conducted by FIPMC into the Bank without adversely affecting our operations.

Capital Distribution Limitations.    OTS regulations impose limitations upon all capital distributions by savings associations, like cash dividends, payments to repurchase or otherwise acquire its shares, payments to stockholders of another institution in a cash-out merger and other distributions charged against capital. Under these regulations, a savings association may, in circumstances described therein:

• be required to file an application and await approval from the OTS before it makes a capital distribution;

• be required to file a notice 30 days before the capital distribution; or

• be permitted to make the capital distribution without notice or application to the OTS.

The OTS regulations require a savings association to file an application if:

• it is not eligible for expedited treatment of its other applications under OTS regulations;

• the total amount of all of capital distributions, including the proposed capital distribution, for the applicable calendar year exceeds its net income for that year to date plus retained net income for the preceding two years;

• it would not be at least adequately capitalized under the prompt corrective action regulations of the OTS following the distribution; or

• the association’s proposed capital distribution would violate a prohibition contained in any applicable statute, regulation or agreement between the savings association and the OTS or the FDIC, or violate a condition imposed on the savings association in an OTS-approved application or notice.

In addition, a savings association must give the OTS notice of a capital distribution if the savings association is not required to file an application, but:

• would not be well capitalized under the prompt corrective action regulations of the OTS following the distribution;

• the proposed capital distribution would reduce the amount of or retire any part of the savings association’s common or preferred stock or retire any part of debt instruments like notes or debentures included in capital, other than regular payments required under a debt instrument approved by the OTS; or

• the savings association is a subsidiary of a savings and loan holding company.

If neither the savings association nor the proposed capital distribution meet any of the above listed criteria, the OTS does not require the savings association to submit an application or give notice when making the proposed capital distribution. The OTS may prohibit a proposed capital distribution that would otherwise be permitted if the OTS determines that the distribution would constitute an unsafe or unsound practice.

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Community Reinvestment Act and the Fair Lending Laws.    Savings associations have a responsibility under the Community Reinvestment Act and related regulations of the OTS to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. An institution’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in regulatory restrictions on its activities and the denial of applications. In addition, an institution’s failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in the OTS, other federal regulatory agencies and/or the Department of Justice taking enforcement actions against the institution. Based on an examination conducted in October 2000, the Bank received a satisfactory rating with respect to its performance pursuant to the Community Reinvestment Act.

Federal Home Loan Bank System.    The Bank is a member of the Federal Home Loan Bank, or FHLB, system. 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, the Bank is 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.

The Bank’s required investment in FHLB stock, based on June 30, 2002 financial data, was $8.6 million. At June 30, 2002, the Bank had $9.5 million of the FHLB of San Francisco stock.

Federal Reserve System.    The Federal Reserve Board requires all depository institutions to maintain noninterest bearing reserves at specified levels against their transaction accounts (primarily checking, NOW, and Super NOW checking accounts) and non personal time deposits. At June 30, 2002, the Bank was in compliance with these requirements.

Activities of Subsidiaries.    A savings association seeking to establish a new subsidiary, acquire control of an existing company or conduct a new activity through a subsidiary must provide 30 days prior notice to the FDIC and the OTS and conduct any activities of the subsidiary in compliance with regulations and orders of the OTS. The OTS has the power to require a savings association to divest any subsidiary or terminate any activity conducted by a subsidiary that the OTS determines to pose a serious threat to the financial safety, soundness or stability of the savings association or to be otherwise inconsistent with sound banking practices.

Recent Banking Legislation

USA Patriot Act of 2001.    In October 2001, the USA Patriot Act of 2001 was enacted in response to the terrorist attacks in New York, Pennsylvania and Washington, D.C. which occurred on September 11, 2001. The Patriot Act is intended is to strengthen U.S. law enforcement’s and the intelligence communities’ abilities to work cohesively to combat terrorism on a variety of fronts. The potential impact of the Patriot Act on financial institutions of all kinds is significant and wide ranging. The Patriot Act contains sweeping anti-money laundering and financial transparency laws and imposes various regulations, including standards for verifying client identification at account opening, and rules to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism or money laundering.

Financial Services Modernization Legislation.    In November 1999, the Gramm-Leach-Bliley Act of 1999, or the GLB, was enacted. The GLB repeals provisions of the Glass-Steagall Act which restricted the affiliation of Federal Reserve member banks with firms “engaged principally” in specified securities activities, and which restricted officer, director or employee interlocks between a member bank and any company or person “primarily engaged” in specified securities activities.

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In addition, the GLB also contains provisions that expressly preempt any state law restricting the establishment of financial affiliations, primarily related to insurance. The general effect of the law is to establish a comprehensive framework to permit affiliations among commercial banks, insurance companies, securities firms and other financial service providers by revising and expanding the Bank Holding Company Act framework to permit a holding company to engage in a full range of financial activities through a new entity known as a “financial holding company.” “Financial activities” is broadly defined to include not only banking, insurance and securities activities, but also merchant banking and additional activities that the Federal Reserve Board, in consultation with the Secretary of the Treasury, determines to be financial in nature, incidental to such financial activities or complementary activities that do not pose a substantial risk to the safety and soundness of depository institutions or the financial system generally.

The GLB provides that no company may acquire control of an insured savings association unless that company engages, and continues to engage, only in the financial activities permissible for a financial holding company, unless the company is grandfathered as a unitary savings and loan holding company. The Financial Institution Modernization Act grandfathers any company that was a unitary savings and loan holding company on May 4, 1999 or became a unitary savings and loan holding company pursuant to an application pending on that date.

The GLB also permits national banks to engage in expanded activities through the formation of financial subsidiaries. A national bank may have a subsidiary engaged in any activity authorized for national banks directly or any financial activity, except for insurance underwriting, insurance investments, real estate investment or development, or merchant banking, which may only be conducted through a subsidiary of a financial holding company. Financial activities include all activities permitted under new sections of the Bank Holding Company Act or permitted by regulation.

To the extent that the GLB permits banks, securities firms and insurance companies to affiliate, the financial services industry may experience further consolidation. The GLB is intended to grant to community banks certain powers as a matter of right that larger institutions have accumulated on an ad hoc basis and which unitary savings and loan holding companies already possess. Nevertheless, the GLB may have the result of increasing the amount of competition that we face from larger institutions and other types of companies offering financial products, many of which may have substantially more financial resources than we have.

Sarbanes-Oxley Act of 2002.    On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, or the SOA. The stated goals of the SOA are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws.

The SOA is the most far-reaching U.S. securities legislation enacted in some time. The SOA generally applies to all companies, both U.S. and non-U.S., that file or are required to file periodic reports with the Securities and Exchange Commission, or the SEC, under the Securities Exchange Act of 1934, or the Exchange Act. Given the extensive SEC role in implementing rules relating to many of the SOA’s new requirements, the final scope of these requirements remains to be determined.

The SOA includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of certain issues by the SEC and the Comptroller General. The SOA represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees.

The SOA addresses, among other matters:

• audit committees;

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• certification of financial statements by the chief executive officer and the chief financial officer;

• the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement;

• a prohibition on insider trading during pension plan black out periods;

• disclosure of off-balance sheet transactions;

• a prohibition on personal loans to directors and officers;

• expedited filing requirements for Forms 4’s;

• disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code;

• “real time” filing of periodic reports;

• the formation of a public accounting oversight board;

• auditor independence; and

• various increased criminal penalties for violations of securities laws.

The SOA contains provisions which became effective upon enactment on July 30, 2002 and provisions which will become effective from within 30 days to one year from enactment. The SEC has been delegated the task of enacting rules to implement various provisions with respect to, among other matters, disclosure in periodic filings pursuant to the Exchange Act.

Regulation of Non-banking Affiliates

FIPMC is subject to various federal and state laws and regulations, including those relating to truth-in-lending, equal credit opportunity, fair credit reporting, real estate settlement procedures, debt collection practices and usury. FIPMC is also a licensed mortgage broker subject to the regulation and supervision of the California Department of Real Estate.

ComCap, our newly acquired broker-dealer, is registered with the SEC and is a member of the National Association of Securities Dealers, Inc., or NASD. ComCap is subject to various regulations and restrictions imposed by those entities, as well as by various state authorities.

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MANAGEMENT

Directors and Executive Officers

The following table lists our directors and executive officers as of September 1, 2002.

Name	Age	Position
Stephen H. Gordon (1)	39	Chairman and Chief Executive Officer
David S. DePillo (1)	41	Vice Chairman, President and Chief Operating Officer
Scott F. Kavanaugh	41	Director, Executive Vice President, Chief Administrative Officer and Treasurer
Christopher G. Hagerty	38	Executive Vice President and Chief Financial Officer
Jeffrey M. Watson	42	Executive Vice President
Robert O. Williams	52	Executive Vice President
Richard A. Sanchez	45	Executive Vice President and Secretary
Kenneth A. Barnett (2)	50	Director
James G. Brakke (1)	60	Director
Robert J. Shackleton (1)(2)	66	Director
Barney R. Northcote (1)(2)	60	Director

(1) Member of Compensation Committee.

(2) Member of Audit Committee.

Stephen H. Gordon.    Mr. Gordon is one of our founding stockholders and has served as the Chairman and Chief Executive Officer of Commercial Capital Bancorp since June 1999 and as the Chairman and Chief Executive Officer of the Bank since January 2000. Mr. Gordon has also served as Chairman and Chief Executive Officer of FIPMC since the formation of FIPMC in April 1998. Mr. Gordon has also served as the Chief Executive Officer of ComCap since founding the company in February 1997. Prior to founding ComCap, Mr. Gordon served as the sole shareholder, director and President of Gen Fin, Inc., the general partner of Genesis Financial Partners, LP, a hedge fund, from July 1995 to December 1996. From October 1988 to July 1995, Mr. Gordon was an investment banker with Sandler O’Neill & Partners, L.P., a New York based investment banking firm and one of the representatives of the underwriters of this offering, and was a partner of such firm from January 1992. At Sandler O’Neill, Mr. Gordon specialized in advising management and directors of financial institutions on such issues as strategic planning, capital and liquidity management, balance sheet management and restructuring, asset/liability management, and the enhancement of shareholder value. During such years, much of Mr. Gordon’s focus was on the restructuring of loan and securities portfolios and the development of funding strategies for his clients.

David S. DePillo.    Mr. DePillo is one of our founding stockholders and has served as Vice Chairman, President and Chief Operating Officer of Commercial Capital Bancorp since June 1999 and as the President, Chief Operating Officer and Vice Chairman of the Bank since January 2000. Mr. DePillo has also served as President and Vice Chairman of FIPMC since the formation of FIPMC in April 1998. Mr. DePillo has also served as a director of ComCap since July 1998 and is currently its President. From April 1991 to March 1998, Mr. DePillo served as the First Vice President and Director of Multifamily Banking for Home Savings of America, a savings institution, and as the President and Chief Operating Officer for the real estate development

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subsidiaries of Home Savings of America and H.F. Ahmanson & Co., its thrift holding company. From May 1987 to March 1991, Mr. DePillo served as Senior Vice President, Director of Asset Management at Coast Federal Bank, a savings institution, and as President of Coast Mortgage Realty Advisors, a mortgage banking subsidiary of Coast Federal Bank. From January 1985 to April 1987, Mr. DePillo was a certified public accountant with KPMG LLP, an accounting firm.

Scott F. Kavanaugh.    Mr. Kavanaugh is one of our founding stockholders and has served as a director, Executive Vice President, Chief Administrative Officer and Treasurer of Commercial Capital Bancorp since June 1999. Since January 2000, Mr. Kavanaugh has served as a director of the Bank and was its executive vice president and treasurer until September 2001. Mr. Kavanaugh has served as the Bank’s Chief Administrative Officer since September 2001. Mr. Kavanaugh has also served as Executive Vice President, Treasurer and Chief Operating Officer of FIPMC since July 1998 and as a director of ComCap since April 1998 and is currently the Chief Operating Officer of ComCap. From 1991 to April 1998, Mr. Kavanaugh was an investment banker with Great Pacific Securities, Inc., an investment banking and brokerage firm. Mr. Kavanaugh currently serves as a director for Prospect Street High Income Portfolio, Inc., a publicly traded management investment company, and Prospect Street Income Shares Inc., a publicly traded management investment company.

Christopher G. Hagerty.    Mr. Hagerty has served as Executive Vice President and Chief Financial Officer of Commercial Capital Bancorp since June 1999, as the Executive Vice President and Chief Financial Officer of the Bank since January 2000 and as the Executive Vice President and Chief Financial Officer of FIPMC since March 2000 and has been employed by FIPMC since February 1999. Mr. Hagerty is also the Chief Financial Officer of ComCap. Prior to joining us, Mr. Hagerty served as Senior Vice President and corporate controller for Home Savings of America and its parent, H.F. Ahmanson & Co., from July 1994 to November 1998. From September 1986 to July 1994, Mr. Hagerty was an accountant with KPMG LLP, where he most recently was a Senior Manager.

Jeffrey M. Watson.    Mr. Watson has served as Executive Vice President of Commercial Capital Bancorp since June 1999 and as the Executive Vice President and Chief Lending Officer of the Bank since January 2000. Prior to joining us, Mr. Watson served as a Senior Vice President and Manager of Lending at Hemet Federal Savings & Loan Association, a savings institution, from May 1998 to June 1999. From July 1988 to May 1998, Mr. Watson served as Senior Vice President, Credit Administration, Director of Mergers and Acquisitions and Manager of the Special Assets Department with California United Bank, a commercial bank.

Robert O. Williams.    Mr. Williams has served as Executive Vice President of Commercial Capital Bancorp since January 2002 and as Executive Vice President and Chief Lending Officer of FIPMC since April 1998. From August 1992 to February 1998, Mr. Williams was Vice President of the Multifamily Banking Department for Home Savings of America, a savings institution. From January 1989 to August 1992, Mr. Williams was a Senior Vice President of Great American Asset Management, Inc., a subsidiary of Great American Bank, San Diego, California. Mr. Williams was in charge of work-outs and modifications of special assets of the troubled parent savings and loan. From 1976 through 1988, Mr. Williams was an attorney specializing in real estate transactions and litigation.

Richard A. Sanchez.    Mr. Sanchez has served as Executive Vice President, head of Corporate Risk Management and Government Relations and Secretary of Commercial Capital Bancorp and the Bank since June 2002. From October 1989 to May 2002, Mr. Sanchez was a thrift regulator with the OTS, where he was Deputy Director of the Western Region from January 1993 through May 2002. As Deputy Director, Mr. Sanchez planned and directed examinations and the supervision of approximately 85 savings institutions with total assets over $300 billion.

Kenneth A. Barnett.    Mr. Barnett has served as a director of Commercial Capital Bancorp since March 2001 and as a director of the Bank since March 2001. Mr. Barnett has served as President of Synapse Capital, LLC, an investment firm, since March 1999. From July 1996 to February 1999, Mr. Barnett served as Treasurer of Kingston Technology Corporation, where he was responsible for bank relations and insurance. Prior to joining Kingston, Mr. Barnett was Vice President and Senior Credit Officer of The Tokai Bank, Ltd. in New York.

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James G. Brakke.    Mr. Brakke has served as a director of Commercial Capital Bancorp since February 2001 and as a director of the Bank since January 2000. Mr. Brakke is currently the President of Brakke-Schafnitz Insurance Brokers, a firm he co-founded in 1971. The commercial insurance brokerage and consulting firm manages in excess of $100 million of insurance premiums with both domestic and international insurers. Mr. Brakke has held numerous director positions for both non-profit and for-profit organizations. He was a founding director and shareholder of Pacific National Bank, a past president of the professional insurance fraternity, Gamma Iota Sigma, and is on the board of advisors for Pepperdine Grazadio School of Business.

Robert J. Shackleton.    Mr. Shackleton has served as a director of Commercial Capital Bancorp since February 2001 and as a director of the Bank since January 2000. From 1961 to 1997, Mr. Shackleton was an accountant with KPMG LLP, an accounting firm, where he attained the position of partner-in-charge of the Orange County audit and professional practice department and SEC reviewing partner. Mr. Shackleton served as President of the California State Board of Accountancy in 1996 and 1997.

Barney R. Northcote.    Mr. Northcote has served as a director of Commercial Capital Bancorp since August 2002 and as a director of the Bank since 1987 and was a founding stockholder of the Bank when it was known as Mission Savings and Loan Association. Prior to founding the Bank, Mr. Northcote was a founding stockholder and director of Riverside Thrift and Loan from 1976 until the institution was sold in 1986. In 1965, Mr. Northcote formed Northcote, Inc., a trucking and building materials company. Retired in 1997, he is a partner in a resort hotel in Pismo Beach, California.

Committees of the Board of Directors

Compensation Committee.    The compensation committee of our board of directors consists of Messrs. Brakke, Northcote, Shackleton, Gordon and DePillo. The compensation committee:

• reviews and approves the compensation and benefits for our employees,

• grants stock options to employees, management and directors under our stock option plan; and

• makes recommendations to our board of directors regarding these matters.

Audit Committee.    The audit committee consists of Messrs. Barnett, Northcote and Shackleton. The audit committee:

• reviews the results and scope of the audit and other services provided by our independent auditors; and

• reviews and evaluates our audit and control functions.

Bank Committees.    In addition, the board of directors of the Bank has an audit committee, compensation committee, directors’ loan committee, asset/liability management committee, CRA management committee, compliance management committee, executive management committee, internal asset review management committee, trust committee and officers’ loan management committee.

Compensation Committee Interlocks and Insider Participation

The members of the compensation committee of our board of directors are currently Messrs. Brakke, Northcote, Shackleton, Gordon and DePillo. Mr. Gordon is the Chief Executive Officer and Mr. DePillo is our President and Chief Operating Officer. Effective upon consummation of this offering, Messrs. Gordon and DePillo will resign from the Compensation Committee.

None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

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Director Compensation

Each non-employee director receives an annual stipend of $9,750 per year and $250 per meeting for attendance at directors’ committee meetings. In addition, each non-employee director of the Bank receives an annual stipend of $9,750 per year and $250 per meeting for attendance at Bank directors’ committee meetings. Directors are also eligible to receive stock options from our stock option plan.

In January 2002, each non-employee director received an option to purchase 25,000 shares at an exercise price of $5.17. As of June 30, 2002, 3,472 of these options were vested. In addition, Messrs. Brakke, Shackleton and Northcote hold fully-vested options to purchase 8,434 shares of stock at an exercise price of $2.454.

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Executive Compensation

The following table sets forth salaries and bonuses paid during the last three years for our Chief Executive Officer and each of our four other most highly compensated executive officers whose total annual salary and bonus exceeds $100,000. These individuals are referred to as the “named executive officers.”

									Long-Term Compensation Awards
		Annual Compensation
Name and Principal Position	Year	Salary(1)(2)			Bonus(3)		Other Annual Compensation(4)		Securities Underlying Options		All Other Compensation(5)
Stephen H. Gordon,     Chairman and Chief Executive Officer	2001 2000 1999	$	399,996 250,000 250,000	(2) (2)	$	220,000 —   —	$	6,000 —   —	—   195,666 —		$	8,870 —   —
David S. DePillo,     Vice Chairman, President and Chief Operating Officer	2001 2000 1999	$	400,000 266,667 250,000	(2)	$	180,000 —   —	$	6,000 —   —	—   175,425 —		$	14,703 7,217 4,750
Scott F. Kavanaugh, Director, Executive Vice President, Chief Administrative Officer and Treasurer	2001 2000 1999	$	343,750 216,667 200,000	(2) (2)	$	125,000 —   —	$	6,000 —   —	—   161,931 —			6,675 2,833 —
Christopher G. Hagerty,     Executive Vice President and Chief Financial Officer	2001 2000 1999	$	209,770 156,618 131,250	(6)	$	70,000 —   —	$	6,000 —   —	—   70,845 —	(7)		6,800 6,000 3,750
Jeffrey M. Watson,     Executive Vice President	2001 2000 1999	$	209,441 156,285 76,731	(6)	$	37,500 —   —	$	6,000 —   —	—   70,845 —	(7)		3,000 3,500 2,250

(1) The 2002 annual base salary for our named executive officers is $550,000 for Mr. Gordon, $525,000 for Mr. DePillo, $412,500 for Mr. Kavanaugh, $250,000 for Mr. Hagerty and $225,000 for Mr. Watson.

(2) Includes partnership draws from FIPMC in the amounts of $250,000 for Mr. Gordon in each of 2000 and 1999, $10,417 for Mr. DePillo in 2000, and $116,667 and $200,000 for Mr. Kavanaugh in 2000 and 1999, respectively.

(3) Bonuses were accrued in 2001, but paid in January 2002.

(4) Includes the amount of a car allowance received by the named officers. The costs to us of providing such benefits did not exceed the lesser of $50,000 or 10% of the total of annual salary and bonus for the particular executive officer reported.

(5) Includes matching contributions by the Company to the Company’s 401(k) plan and insurance premiums paid in 2001 in the amounts of $8,870 to Mr. Gordon, $7,903 to Mr. DePillo and $3,675 to Mr. Kavanaugh.

(6) Mr. Hagerty began working for us in February 1999, while Mr. Watson started in June 1999.

(7) Does not include an aggregate of 180,000 shares or 108,000 shares available to Mr. Hagerty and Mr. Watson, respectively, pursuant to restricted stock awards granted from the holdings of Messrs. Gordon, DePillo and Kavanaugh. Pursuant to the terms of these awards, such shares of common stock will be delivered to Messrs. Hagerty and Watson immediately following the expiration of the 180-day lock-up period related to this offering. See “—Restricted Stock Award Agreements.”

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The following tables presents information on our equity compensation plans as of September 1, 2002.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders	2,967,526	$	5.58	32,474
Equity compensation plans not approved by security holders	—		—	—
Total	2,967,526	$	5.58	32,474

The following table provides information with respect to the exercise of stock options during 2001 and through September 1, 2002 by our named executive officers and the value of unexercised options at September 1, 2002. We did not grant any stock options during 2001.

Name	Shares Acquired on Exercise	Value Realized	Number of Securities Underlying Unexercised Options at 9/1/02		Value of Unexercised In-the- Money Options at 9/1/02(1)
			Exercisable	Unexercisable	Exercisable	Unexercisable
Stephen H. Gordon	—	—	236,499	516,167	$	—
David S. DePillo	—	—	211,397	390,028		—
Scott F. Kavanaugh	—	—	185,264	146,667		—
Christopher G. Hagerty	—	—	83,484	102,361		—
Jeffrey M. Watson	—	—	75,706	30,139		—

(1) Value of unexercised “in-the-money” options is the difference between the fair market value of the securities underlying the options and the exercise or base price of the options as of September 1, 2002 multiplied by the number of options.

Employment Agreements

Commercial Capital Bancorp and the Bank, have entered into employment agreements with Messrs. Gordon, DePillo, Kavanaugh, Hagerty, Watson and Sanchez and we have entered into an employment agreement with Mr. Williams. The employment agreements were entered into on September 13, 2001, except for the agreements with Messrs. Williams and Sanchez, which were entered into on January 1, 2002 and June 17, 2002, respectively, and have a term of three years. The term of the employment agreements may be extended one additional year by either or both employers upon the approval of the relevant board of directors, unless either party elects, not less than 90 days prior to the annual anniversary date, not to extend the employment term. Under the agreements, Messrs. Gordon, DePillo, Kavanaugh, Hagerty, Watson, Williams and Sanchez receive an annual salary which is reviewed annually by the employers’ boards of directors and may be changed. Each of these employees also receives a monthly car allowance of $1,000 per month.

Each of the employment agreements is terminable with or without cause by the employers. The employees have no right to compensation or other benefits if their employment is terminated for cause, disability or retirement. In the event of an employee’s death, the agreements will not terminate until one year after the date of the employee’s death, during which time the employee’s estate is entitled to receive his salary, accrued vacation and any bonus earned through the date of termination. In addition, the employers are required to continue benefit coverage of all dependents of the deceased employees through the remainder of the term of the relevant employment agreement.

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If an employee is terminated without cause or if an employee terminates for “good reason,” the affected employee is entitled to receive an amount equal to his base salary for the remainder of the term of the employment agreement (except the agreements with Messrs. Gordon and DePillo provide that they shall be entitled to the greater of: (i) the payments due for the remaining term of the agreement or (ii) three times the employee’s highest annual compensation, as defined in the employment agreements, for the last five years) as well as paid benefits for the employee and his dependents for the remainder of the term of the employment agreement. In addition, all stock options that had not vested at termination will immediately vest and become exercisable for a period of 90 days following the termination date. Good reason includes: (i) failure to be elected or appointed to the position then held by the employee, (ii) a material change in the employee’s duties or responsibilities, (iii) a relocation of place of employment by more than 30 driving miles, (iv) a material reduction in the benefits and perquisites to the employee, (v) a liquidation or dissolution of the employer or (vi) a breach of the employment agreement by the employer. In the event of a change of control, the employee shall be entitled to the greater of: (i) the payments due for the remaining term of the agreement or (ii) 2.99 times the employee’s highest annual compensation for last five years.

Our employment agreements provide that, in the event that any of the payments to be made thereunder or otherwise upon termination of employment are deemed to constitute “excess parachute payments” within the meaning of Section 280G of the Code, the employee will be paid an amount equal to 20% of the excess parachute payment and any additional amounts necessary to compensate the employee for any taxes on the additional 20% payment. The employment agreements with the Bank provide that in the event that any of the payments to be made thereunder or otherwise upon termination of employment are deemed to constitute “excess parachute payments” within the meaning of Section 280G of the Code, the payment made by the Bank shall be limited to the greater of (i) 2.99 times the employee’s compensation over the past five years or (ii) payments made under the agreement after taking into account any excise tax imposed by Section 280G of the Code.

A change in control is generally defined in the employment agreements to include any change in control required to be reported under the federal securities laws, as well as (i) the acquisition by any person of 20% or more of the company’s outstanding voting securities, and (ii) a change in a majority of the directors of the company during any three-year period without the approval of at least three-fourths of the persons who were directors of the company at the beginning of such period.

Retirement and Death Benefits

In April 2002, the Bank purchased bank owned life insurance policies, referred to as BOLI, to provide certain key employees with life insurance and to fund other employee benefits. These policies, which are assets of the Bank, have been paid for in their entirety and are intended to fund all obligations entered into by the Bank in connection with the retirement, involuntary termination or disability of these executives. Concurrently, in April 2002, FIPMC purchased life insurance policies to provide Mr. Williams with life insurance and to fund other employee benefits. These policies, which are assets of FIPMC, require seven annual premium payments of $70,000, which are recorded as additional life insurance assets when paid. The increase in cash surrender value of the Bank-owned and FIPMC-owned life insurance policies, which accrues tax-free, is recorded as noninterest income in our consolidated statement of operations. Following the BOLI purchase, the Bank entered into the following agreements with each of Messrs. Gordon, DePillo, Kavanaugh, Hagerty and Watson: (1) a split dollar agreement, (2) a salary continuation agreement and (3) an executive bonus agreement. FIPMC entered into similar agreements with Mr. Williams.

Pursuant to the split dollar agreements, the Bank or FIPMC, as applicable, provides a death benefit pursuant to the terms of the life insurance policies to each executive’s designated beneficiary. The policy will pay proceeds of $2,245,000, $2,245,000, $2,000,000, $1,150,000, $1,075,000 and $702,000 to the designated beneficiaries of Messrs. Gordon, DePillo, Kavanaugh, Hagerty, Watson and Williams, respectively. The Bank or FIPMC, as applicable, retains the right to any amounts payable under the life insurance policies in excess of these specified amounts. Each executive has no rights under the life insurance policies upon the executive’s termination for cause or voluntary termination prior to the executive’s sixtieth birthday. On an annual basis, each executive is required to reimburse the Bank or FIPMC, as applicable, an amount equal to the executive’s economic benefit under his split dollar agreement, which amount is repaid to each executive in accordance with the terms of the executive bonus agreements described below.

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Pursuant to the salary continuation agreements, the Bank or FIPMC, as applicable, agreed to pay certain benefits to each executive upon their retirement, involuntary termination, disability, or upon a change of control of the Bank or FIPMC, as applicable. Upon their retirement, defined as any termination of employment after the executive’s sixtieth birthday for reasons other than death or termination for cause, Messrs. Gordon, DePillo, Kavanaugh, Hagerty, Watson and Williams will be entitled to an annual benefit of $175,000, $150,000, $120,000, $80,000, $70,000 and $70,000, respectively, payable in equal monthly installments for twenty years. The Bank or FIPMC, as applicable, has reserved the right to increase such benefit. The benefits payable in connection with retirement will be in lieu of any other benefit under the salary continuation agreements. Upon an involuntary termination or a disability, Messrs. Gordon, DePillo, Kavanaugh, Hagerty, Watson and Williams will be entitled to a lump sum payment that increases over time depending on when the involuntary termination or disability occurs. An involuntary termination is defined as any termination prior to retirement other than an approved leave of absence, termination for cause, disability or any termination within twelve months following a change of control. The benefits payable in connection with an involuntary termination or disability will be in lieu of any other benefit under the salary continuation agreements. In the event of a change of control, Messrs. Gordon, DePillo, Kavanaugh, Hagerty, Watson and Williams will be entitled to an annual benefit of $175,000, $150,000, $120,000, $80,000, $70,000 and $70,000, respectively, for twenty years, payable in equal monthly installments, which payments will commence on the month following the executive’s sixtieth birthday. The benefit payable in connection with a change in control will be in lieu of any other benefit under the salary continuation agreements. A change of control is defined as a transfer of more than 50% of the Bank’s, or FIPMC’s, as applicable, outstanding common stock to one entity or person followed within twelve months by the executive’s involuntary termination. All payments under the salary continuation agreements will cease upon the executive’s death.

Pursuant to the executive bonus agreements, the Bank or FIPMC, as applicable, agreed to pay each executive a bonus award for each calendar year equal to the executive’s economic benefit under the split dollar agreement divided by one minus the Bank’s, or FIPMC’s, as applicable, marginal income tax rate for the calendar year preceding such payment. The Bank or FIPMC, as applicable, will continue to pay the bonus until the earlier of the executive’s voluntary termination, death or termination for cause. The Bank or FIPMC, as applicable, has the right to terminate the executive bonus agreements at any time.

Restricted Stock Award Agreements    

In 1999, FIPMC, a limited partnership, established phantom unit award agreements, referred to as the phantom award agreements, pursuant to which three of our executive officers, Messrs. Hagerty, Waston and Williams would receive compensation based on the increase in the fair value of FIPMC’s underlying units. Such compensation was to be paid at a future date in the form of partnership units or common stock of FIPMC. Three of our founding stockholders concurrently agreed with FIPMC that they would fund FIPMC’s obligation to the executive officers from the units personally owned by them. The phantom award agreements were accounted for as a variable plan based on ratable vesting over a five year period. Compensation in the amount of $855,000 and $871,000 was charged to expense during the years ended December 31, 1999 and 2000, respectively.

In 2000, the phantom award agreements were converted to restricted stock award agreements and the number of shares to be awarded under such agreements was fixed at 468,000 shares with a fair value of $5.17 per share. Our three founding stockholders agreed to provide shares of common stock to us from their holdings in order to fund such obligation. Upon conversion, these agreements were treated as a fixed plan for accounting purposes and the vesting period for the remaining unvested portion was extended to five years with cliff vesting to occur at the end of the five year period, upon the occurrence of a change of control or subsequent to the expiration of the lock-up period following an initial public offering. We are amortizing the remaining deferred compensation to expense related to the restricted stock award agreements over five years. At June 30, 2002, approximately $486,000 remains to be amortized into compensation expense. See note 19 to our consolidated financial statements.

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2000 Stock Plan

The 2000 Stock Plan, which we refer to as our stock option plan, was adopted by our board of directors in January 2000. A total of 3,000,000 shares of common stock have been reserved for issuance under the stock -option plan as of the date of this offering. The stock option plan will terminate in 2010 unless our board of directors terminates it earlier.

As of September 1, 2002, options to purchase 2,967,526 shares of common stock were outstanding at a weighted average exercise price of $5.58 per share, 32,474 shares remain available for future grant under the plan.

The purposes of the stock option plan are to attract and retain the best available personnel, to provide additional incentives to our employees and consultants and to promote the success of our business. The stock option plan provides for the granting to employees, including officers and directors, of incentive stock options within the meaning of Section 422 of the Code and for the granting to employees and consultants, including non-employee directors, of non-statutory stock options and stock purchase rights.

The stock option plan may be administered by our board of directors, a committee of the board or a combination thereof. Subsequent to this offering, the committee must be comprised solely of outside directors. The committee determines the number of options and stock purchase rights granted under the stock option plan, including the number of shares subject to the award, exercise or purchase price, term and exercisability. An individual employee may not receive awards for more than 850,000 shares under the stock option plan in any calendar year.

The per share exercise price of any incentive stock option granted to (a) an option holder who is a 10% stockholder must equal at least 110% of the per share fair market value of our common stock on the date of the grant; or (b) any other employee must equal at least 100% of the per share fair market value of our common stock on the date of the grant. Non-statutory stock options and stock purchase rights are required to have an exercise price of at least 85% of the fair market value of our common stock on the date of the grant, except that under California law, the exercise price for an option holder who is a 10% stockholder must equal at least 110% of the per share fair market value of our common stock on the date of the grant. Payment of the exercise price may be made in cash or other consideration as determined by the board or board committee.

The board or board committee determines the term of the options, which may not exceed 10 years, or five years in the case of an incentive stock option granted to a 10% stockholder. The board or board committee may determine at the time of making an award or thereafter whether an award shall become fully vested in the event of a change in control.

Outstanding awards will be adjusted in the event of a stock split, stock dividend or other similar change in our capital structure.

Our board of directors may alter, suspend, discontinue or terminate the stock option plan at any time without stockholder approval (to the extent permissible by law) except no alteration, suspension, discontinuation or termination, which materially and adversely affects the rights of any option holder or holder of stock purchase rights, may be made without the consent of such holder.

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Certain Relationships and Related Transactions

The following table summarizes the shares of common stock purchased in private placement transactions since January 1, 1999 by our executive officers, directors and 5% stockholders and persons and entities associated with them. All of such purchases were made at a price of $5.17 per share, except for the purchases by the Barton J. Blinder, Inc. Pension Trust and Barton and Roberta Blinder, which were made at a price of $8.50 per share.

Name	Shares Purchased	Date
Barney Northcote II (1)	1,934	March 27, 2001
Brenda Jane Northcote Smith (1)	3,868	March 27, 2001
Donovan Northcote (1)	1,934	March 27, 2001
Rebecca and Richard Brown (1)	2,707	March 27, 2001
David S. DePillo, IRA	10,000	May 24, 2001
Scott F. Kavanaugh	10,000	May 31, 2001
L. Roy Kavanaugh (2)	38,684	June 21, 2001
Bradley Gordon, IRA (3)	48,355	June 29, 2001
Barney Northcote II (1)	3,066	October 29, 2001
Hagerty Family Trust	5,000	February 15, 2002
James G. Brakke (4)	13,000	January 16, 2002
DePillo Trust (5)	58,027	January 28, 2002
L. Roy Kavanaugh	20,000	February 21, 2002
Barney and Gloria Northcote	15,000	February 21, 2002
Barney Northcote II (1)	5,000	February 25, 2002
Barton J. Blinder, Inc. Pension Trust (6)	4,117	April 17, 2002
Barton J. Blinder, Inc. Pension Trust (6)	4,117	May 22, 2002
Barton and Roberta Blinder (6)	2,352	May 22, 2002

(1) Barney Northcote II, Donovan Northcote, Brenda Jane Northcote Smith and Rebecca Brown are the son, son, daughter and daughter, respectively, of Barney R. Northcote, a director of the Bank.

(2) L. Roy Kavanaugh is the brother of Scott F. Kavanaugh, our Executive Vice President, Chief Administrative Officer and Treasurer.

(3) Bradley Gordon is the father of Stephen H. Gordon, our Chairman and Chief Executive Officer.

(4) Includes an aggregate of 3,000 shares which are owned by Mr. Brakke’s children.

(5) Mr. DePillo, our Vice Chairman, President and Chief Operating Officer is the trustee of the DePillo Trust.

(6) Dr. and Mrs. Blinder are the in-laws of Stephen H. Gordon, our Chairman and Chief Executive Officer.

In May 2001, we purchased 12,251 shares of our common stock from Mr. Gordon for $63,335, which funds were used to retire an outstanding note and accrued interest which was utilized in buying out a principal of FIPMC during 2000.

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On December 22, 2000, Commercial Capital Bancorp became the holding company for FIPMC and acquired the Bank via a share exchange. The following table summarizes the shares of our common stock exchanged for shares of Bank common stock in connection with the Bank acquisition, insofar as such exchanges involved our executive officers, directors and 5% stockholders and persons and entities associated with them.

Name	Shares Exchanged
Stephen H. Gordon	40,982
Bradley Gordon, IRA (1)	90,527
Gregory G. Petersen (2)	129,569
DePillo Trust (3)	56,575
Scott F. Kavanaugh	56,575
Petty Family Trust (4)	33,943
Synapse Fund I, LLC (5)	214,991
Synapse Fund II, LLC (5)	214,991
James G. Brakke	68,837
H&S Associates, LLC	905,404
Robert J. Shackleton	20,391
Barney and Gloria Northcote	99,957

(1) Bradley Gordon is the father of Stephen H. Gordon, our Chairman and Chief Executive Officer.

(2) Mr. Petersen is the brother-in-law of Stephen H. Gordon, our Chairman and Chief Executive Officer.

(3) Mr. DePillo, our Vice Chairman, President and Chief Operating Officer is trustee of the DePillo Trust.

(4) The Petty Family Trust is controlled by the parents of Scott F. Kavanaugh, our Executive Vice President, Chief Administrative Officer and Treasurer.

(5) Mr. Barnett, one of our directors, is the President of Synapse Fund I, LLC and Synapse Fund II, LLC.

In July 2002, we acquired ComCap from Messrs. Gordon, DePillo and Kavanaugh for $78,545 in cash, all of which was paid to Mr. Kavanaugh. The board of directors, with Messrs. Gordon, DePillo and Kavanaugh abstaining, approved the transaction and determined that the consideration paid was reasonable and fair.

Brakke Schafnitz Insurance Brokers, Inc., an insurance brokerage company controlled by Mr. Brakke, earned commission income amounting to $91,924 for the six months ended June 30, 2002, $73,005 for the year ended December 31, 2001 and $7,953 for the year ended December 31, 2000 for providing us with insurance. We believe that the commissions earned by Brakke, Schafnitz Insurance were comparable to commissions that an independent third party would have earned in an arm’s length transaction.

During the six months ended June 30, 2002, we paid $71,837 in legal fees to the Petersen Law Firm, to which we also paid fees of $263,090 for the year ended December 31, 2001 and $3,027 for the year ended December 31, 2000. Gregory G. Petersen, a partner in the firm is the brother-in-law of Stephen H. Gordon, our Chairman and Chief Executive Officer.

As of June 30, 2002, there were no outstanding loans made by us or the Bank to our directors or executive officers. Our policy is not to make loans to directors or executive officers.

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PRINCIPAL STOCKHOLDERS

The following table provides information regarding the actual beneficial ownership of our common stock as of September 1, 2002, and as adjusted to reflect the sale of common stock offered by this prospectus, for:

• each person or group that we know beneficially owns more than 5% of our common stock;

• each of our directors and named executive officers; and

• all of our directors and executive officers as a group.

Information regarding beneficial ownership of our common stock for each of the stockholders listed in the table below reflects such stockholder’s holdings prior to the offering of our common stock contemplated hereby, and as adjusted to reflect the sale of              shares of common stock by us. The information regarding beneficial ownership of our common stock has been presented according to the rules of the SEC and is not necessarily indicative of beneficial ownership for any other purpose. Under the rules of the SEC, beneficial ownership includes shares over which the indicated beneficial owner exercises voting and/or investment power. Shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of September 1, 2002 are deemed outstanding for the purpose of computing the percentage ownership of that person or group holding the options, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. The percentages for beneficial ownership after the offering assume that the underwriters do not exercise their over-allotment option. Unless otherwise indicated in the footnotes below, we believe that the persons and entities named in the table have sole voting and investment power with respect to all shares beneficially owned, subject to applicable community property laws. Unless otherwise indicated, the following beneficial owners can be reached at our principal offices. Percentage ownership in the table is based on 8,964,868 shares of common stock outstanding as of September 1, 2002, together with applicable options for each stockholder.

	Beneficial Ownership as of September 1, 2002			Beneficial Ownership After the Offering
Name and Address	Shares	Percentage		Shares	Percentage
Stephen H. Gordon (1)	2,391,293	25.90	%	2,391,293	%
David S. DePillo (2)	1,577,117	17.14		1,577,117
Scott F. Kavanaugh (3)	1,104,797	12.06		1,104,797
H&S Associates, LLC (4)	905,404	10.10		905,404
Christopher G. Hagerty (5)	94,873	1.05		94,873	*
Jeffrey M. Watson (6)	77,651	*		77,651	*
Kenneth A. Barnett (7)	436,788	4.87		436,788
James G. Brakke (8)	94,077	1.05		94,077	*
Robert J. Shackleton (9)	38,458	*		38,458	*
Barney R. Northcote (10)	130,197	1.45		130,197	*
All directors and executive officers as a group (11 persons)	6,860,513	76.53	%

* Less than one percent.

(1) Includes 267,444 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002, 96,408 shares owned by the Gordon Family Trust and an aggregate of 201,240 shares granted to Messrs. Hagerty, Watson and Williams that will be delivered to such individuals immediately following the expiration of the 180-day lock-up period related to this offering. See “Management—Restricted Stock Award Agreements.” Does not include 262,156 shares held by the Bradley Gordon, IRA, held by Mr. Gordon’s father.

(2) Includes 235,064 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002 and an aggregate of 173,160 shares granted to Messrs. Hagerty, Watson and Williams that will be delivered to such individuals immediately following the expiration of the 180-day lock-up period related to this offering. See “Management—Restricted Stock Award Agreements.” Does not include 114,602 shares held by the DePillo Trust.

(3) Includes 194,709 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002 and an aggregate of 93,600 shares granted to Messrs. Hagerty, Watson and Williams that will be delivered to such individuals immediately following the expiration of the 180-day lock-up period related to this offering. See “Management—Restricted Stock Award Agreements.” Does not include 58,684 shares held by the Lon Roy Kavanaugh III, Mr. Kavanaugh’s brother or 33,943 shares held by the Petty Family Trust.

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(4) On June 6, 2000, the Samueli 1995 Family Living Trust, an affiliate of H&S Associates, LLC, entered into a Rebuttal of Rebuttable Determination of Control, or Rebuttal, with the OTS, in connection with an acquisition of additional shares of the Bank. Pursuant to the Rebuttal, the Samueli 1995 Family Living Trust agreed not to exert control over the Bank including not seeking or accepting more than one board position, not engaging in any inter-company transaction, not proposing a director in opposition to nominees proposed by management and not soliciting proxies for any matter not conducted on behalf of management. Upon the completion of the offering, the Rebuttal will terminate pursuant to its own terms because H&S Associates, LLC’s stock ownership in us will fall below ten percent of our outstanding stock. The address for H&S Associates, LLC is c/o Miramar Venture Partners, 2101 East Coast Highway, Corona Del Mar, California 92625.

(5) Includes 89,873 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002. Does not include an aggregate of 180,000 shares available to Mr. Hagerty pursuant to a restricted stock award granted from the holdings of Messrs. Gordon, DePillo and Kavanaugh. Pursuant to such award, the 180,000 shares of common stock will be delivered to Mr. Hagerty immediately following the expiration of the lock-up in connection with this offering. See “Management—Restricted Stock Award Agreements.”

(6) Includes 77,651 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002. Does not include an aggregate of 108,000 shares available to Mr. Watson pursuant to a restricted stock award granted from the holdings of Messrs. Gordon, DePillo and Kavanaugh. Pursuant to such award, the 108,000 shares of common stock will be delivered to Mr. Watson immediately following the expiration of the 180-day lock-up period in connection with this offering. See “Management—Restricted Stock Award Agreements.”

(7) Includes 6,806 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002 and also includes 214,991 shares held by Synapse Fund I, LLC and 214,991 shares held by Synapse Fund II, LLC. Mr. Barnett is the President of Synapse Fund I, LLC and Synapse Fund II, LLC.

(8) Includes 15,240 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002.

(9) Includes 15,240 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002.

(10) Includes 15,240 shares issuable upon exercise of options exercisable within 60 days of September 1, 2002.

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DESCRIPTION OF CAPITAL STOCK

General

We are authorized to issue 200,000,000 shares of capital stock, of which 100,000,000 are shares of common stock, par value $.001 per share, and 100,000,000 are shares of preferred stock, par value $.001 per share. At September 1, 2002, 8,964,868 shares of our common stock were outstanding. There are no shares of preferred stock outstanding. See “Capitalization.” Each share of common stock has the same relative rights as, and is identical in all respects with, each other share of common stock. The common stock is not subject to any call for redemption.

Our capital stock does not represent nonwithdrawable capital, is not an account of an insurable type, and is not insured by the FDIC or any other government agency.

Common Stock

Dividends.    We can pay dividends if, as and when declared by our board of directors, subject to compliance with limitations which are imposed by law. See “Trading History and Dividend Policy” and “Regulation-Regulation of the Bank-Capital Distribution Limitations.” The holders of our common stock are entitled to receive and share equally in such dividends as may be declared by our board of directors out of funds legally available therefor. If we issue preferred stock in the future, those holders may have a priority over the holders of our common stock with respect to dividends.

Voting Rights.    The holders of our common stock presently possess exclusive voting rights. They elect our board of directors and act on such other matters as are required to be presented to them under Nevada law or our articles of incorporation or as are otherwise presented to them by our board of directors. As of the consummation of this offering, each holder of our common stock will be entitled to one vote per share and no holder of our common stock has any right to cumulative voting in the election of directors. Although there are no present plans to do so, if we issue preferred stock in the future, holders of the preferred stock may also possess voting rights.

Liquidation.    In the event of our liquidation, dissolution or winding, the holders of our common stock would be entitled to receive, after payment or provision for payment of all our debts and liabilities, all of our assets available for distribution. If preferred stock is issued, those holders may have a priority over the holders of our common stock in the event of liquidation or dissolution. In the event of any liquidation, dissolution or winding up of the Bank, we, as the sole holder of the Bank’s capital stock, would be entitled to receive, after payment or provision for payment of all debts and liabilities of the Bank (including all deposit accounts and accrued interest thereon), all assets of the Bank available for distribution.

Preemptive Rights.    Holders of our common stock are not entitled to preemptive rights with respect to any of our shares which may be issued in the future.

Preferred Stock

Our board of directors is authorized to issue preferred stock and to fix voting powers, designations, preferences and other special rights of such shares and the qualifications, limitations and restrictions that apply to such preferred stock. Any preferred stock we issue may be issued in distinctly designated series, may be convertible into common stock and may rank prior to the common stock as to dividend rights, liquidation preferences or both.

Our authorized but unissued shares of preferred stock, as well as our authorized but unissued and unreserved shares of common stock, are available for issuance in future mergers or acquisitions, in a future public offering or private placement or for other general corporate purposes. Except as otherwise may be required to approve a transaction in which additional authorized shares of preferred stock would be issued, stockholder approval generally would not be required for the issuance of such shares. Depending on the circumstances, however, stockholder approval may be required pursuant to the requirements for listing the common stock on the Nasdaq Stock Market or any exchange on which the common stock may then be listed, if any.

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Restrictions On a Third Party’s Ability to Acquire Us

Restrictions in our Articles of Incorporation and Bylaws.    A number of provisions of our articles of incorporation and our bylaws deal with matters of corporate governance and certain rights of our stockholders. The following discussion is a general summary of certain provisions of our articles of incorporation and bylaws which might be deemed to have a potential “anti-takeover” effect. Reference should be made in each case to our articles of incorporation and bylaws. Notwithstanding the foregoing, under certain circumstances, we may be subject to Section 2115 of the California Corporation Code as a foreign corporation, which may have the effect of superseding certain provisions of our articles of incorporation and bylaws as interpreted by Nevada law. However, management expects that following the offering we will be exempt from such provisions of the California Corporation Code because our securities will be listed on the Nasdaq National Market.

Board of Directors.    Our articles of incorporation and bylaws contain provisions relating to the board of directors and provide, among other things, that the board of directors shall be divided into two classes as nearly as equal in number as possible with term of office of one class expiring each year so long as the number of directors is at least six but less than nine. If the number of directors is nine or more, the board of directors shall be divided into three classes as nearly as equal in number as possible with term of office of one class expiring each year. The bylaws currently state that the authorized number of directors of the Company shall be not less than five nor more than 15. We do not permit cumulative voting in the election of directors. Directors may be removed pursuant to Nevada corporate law by a vote of at least two-thirds of our stockholders. Any vacancy occurring in the board of directors for any reason, including an increase in the number of authorized directors, may be filled by the concurring vote of two-thirds of the directors then in office, regardless of whether there is a quorum of the board of directors, and a director appointed to fill a vacancy serves for the remainder of the term to which the director has been elected, and until his or her successor has been elected and qualified.

Our bylaws govern nominations for election to the board of directors and provide that nominations for election to the board of directors may be made at a meeting of stockholders by or at the direction of the board of directors or by any stockholder eligible to vote at an annual meeting of stockholders who has complied with specified notice requirements. Written notice of a stockholder nomination must be delivered or mailed to our chairman/chief executive officer or vice chairman/ president by the later of the close of business 21 days before any meeting of stockholders called for the election of directors or ten days after the date of mailing of notice of the meeting to stockholders. Nominations not made in accordance with our bylaws are disregarded.

Limitation of Liability.    Our articles of incorporation provide that our stockholders, officers or directors shall not be personally liable for the payment of our debts, except as they may be liable by reason of their own conduct or acts. In addition, our articles of incorporation provide that no director or officer shall be liable to us or our stockholders for monetary damages for breach of fiduciary duty, provided that a director of officer may still be liable for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) the payment of distributions in violation of specific provisions of the Nevada General Corporation Law.

Indemnification of Directors, Officers, Employees and Agents.    Pursuant to our articles of incorporation and bylaws, we have agreed to indemnify our directors, officers, employees and agents, to the fullest extent permitted by Nevada law, from and against any and all expenses and liabilities permitted by Nevada law. The indemnification provided for in our articles of incorporation is not exclusive of any other rights to which those indemnified may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, and applies to such party both as to action in his or her official capacity and as to action in another capacity while holding such office. Moreover, the indemnification we provide continues as to a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

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Our bylaws also provide that we will pay, in advance, for expenses incurred in defending any civil or criminal action or proceeding for which we must or could pay for indemnification, provided that any party seeking such indemnification provides to us an undertaking that such person will repay any such amount to us in the event that it is ultimately determined that such party is not entitled to indemnification.

Special Meetings of Stockholders and Stockholder Proposals.    Our bylaws provide that special meetings of our stockholders may be called at any time by the board of directors or by the Chairman of the board of directors or the President. Special meetings of stockholders shall be for the purpose of taking any action permitted by stockholders under Nevada law and our articles of incorporation, and only the business described in the notice of such meeting may be transacted at such special meeting.

At an annual meeting of our stockholders only such business as is properly brought before the meeting shall be conducted. To be properly brought, business must be specified in the notice of meeting given by our board of directors or otherwise properly brought by a stockholder.

Amendment of Articles of Incorporation and Bylaws.    Our articles of incorporation provide that we reserve the right to repeal, alter, amend or rescind any provision contained in our articles of incorporation as prescribed by law, and all rights conferred by our articles of incorporation on our stockholders are granted subject to this reservation. Notwithstanding the foregoing, certain provisions set forth in our articles of incorporation (which govern classes of directors, business combinations, shareholder amendments to our bylaws and amending the articles of incorporation) may not be repealed, altered, amended or rescinded in any respect unless approved by the affirmative vote of the holders of not less than two-thirds of the outstanding shares of our capital stock entitled to vote generally in the election of directors cast at a meeting of the stockholders called for that purpose.

Our articles of incorporation provide that our board of directors is expressly authorized to make, repeal, alter, amend and rescind our bylaws by a majority vote of the board of directors. Notwithstanding any other provision of our articles of incorporation (and notwithstanding the fact that some lesser percentage may be specified by law), our bylaws may not be adopted, repealed, altered, amended or rescinded by our stockholders except by the vote of the holders of not less than two-thirds of the outstanding shares of our capital stock entitled to vote generally in the election of directors cast at a meeting of the stockholders called for that purpose, or, as set forth above, by the board of directors.

Other Restrictions on the Ability of Others to Acquire Us.    Several provisions of the Nevada General Corporation Law affect the acquisition of our common stock or control of our company. A provision contained in the Nevada General Corporation Law generally provides that a “resident domestic corporation” shall not engage in any “business combination” with an “interested stockholder” for a period of three years following the date that such stockholder became an interested stockholder unless prior to such date the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder. After three years, a “resident domestic corporation” is only authorized to engage in a combination which was either authorized by the board prior to the three years, or authorized by a majority of disinterested stockholders.

For purposes of this statute, a “resident domestic corporation” is a domestic corporation that has 200 or more stockholders of record. An “interested stockholder” generally means any person that (i) is the owner of 10% of more of the outstanding voting stock of the corporation or (ii) is an affiliate or associate of the corporation and was the owner of 10% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder. For purposes of this statute, an affiliate and associate of an interested stockholder is likewise considered to be an interested stockholder. The term “business combination” is broadly defined to include a wide variety of transactions, including mergers, consolidations, sales of 5% or more of a corporation’s assets and various other transactions which may benefit an interested stockholder.

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In addition to Nevada General Corporation Law, our articles of incorporation include a requirement that certain business combinations with a related person be approved by an affirmative vote of at least two-thirds of our shareholders, unless a majority vote of directors who are not affiliated with such related person and were incumbent prior to the time such person became a related person, approve the business combination. We define “business combination” in our articles of incorporation, to include the following: (a) a merger or consolidation with a related person; (b) a merger or consolidation of a related person with or into us or any of our subsidiaries; (c) the issuance of our securities or those of any of our subsidiaries, to a related person; (d) acquisition by us or our subsidiaries of any security of a related person; (e) any reclassification or recapitalization of our common stock, or (f) any agreement, contract or other arrangement providing for any of the foregoing transactions. A “related person” is defined in our articles of incorporation as any individual, corporation, partnership or other person or entity which, together with its affiliates, is the beneficial owner of ten percent (10%) of our capital stock.

The Change in Bank Control Act provides that no person, acting directly or indirectly or through or in concert with one or more other persons, may acquire control of a savings association unless the OTS has been given 60 days’ prior written notice. The HOLA provides that no company may acquire “control” of a savings association without the prior approval of the OTS. Any company that acquires such control becomes a savings and loan holding company subject to registration, examination and regulation by the OTS. See “Regulation—Regulation of Commercial Capital Bancorp, Inc.—Restrictions on Acquisitions.”

Transfer Agent And Registrar

The transfer agent and registrar for our common stock will be             .

UNDERWRITING

We and the underwriters for the offering named below have entered into an underwriting agreement with respect to the shares being offered. Subject to the terms and conditions contained in the underwriting agreement, each underwriter has severally agreed to purchase the number of shares of common stock set forth opposite its name below. The underwriters’ obligations are several, which means that each underwriter is required to purchase a specified number of shares, but it is not responsible for the commitment of any other underwriter to purchase shares. Sandler O’Neill & Partners, L.P. and Friedman Billings, Ramsey & Co., Inc. are the representatives of the underwriters.

Name	Number of Shares
Sandler O’Neill & Partners, L.P.
Friedman, Billings, Ramsey & Co., Inc.
Total

The underwriting agreement provides that the obligations of the underwriters are conditional and may be terminated at their discretion based on their assessment of the state of the financial markets. The obligations of the underwriters may also be terminated upon the occurrence of the events specified in the underwriting agreement. The underwriting agreement provides that the underwriters are obligated to purchase all the shares of common stock in this offering if any are purchased, other than those shares covered by the over-allotment option described below.

We have granted the underwriters an option to purchase up to              additional shares of our common stock at the initial public offering price, less the underwriting discounts and commissions, set forth on the cover page of this prospectus. This option is exercisable for a period of 30 days. To the extent that the underwriters exercise this option, the underwriters will have a firm commitment to severally purchase shares in approximately the same proportion as set forth in the above table. We will be obligated to sell additional shares to the underwriters to the extent the option is exercised. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of common stock offered by this prospectus, if any.

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The following table shows the per share and total underwriting discounts and commissions that we will pay to the underwriters. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option to purchase additional shares.

	Without Over-Allotment	With Over-Allotment
Per share	$	$
Total

We estimate that the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $             and are payable by us.

The underwriters propose to offer the shares of common stock directly to the public at the public offering price set forth on the cover page of this prospectus. The underwriters may offer the shares of common stock to securities dealers at the public offering price less a concession not in excess of $             per share. The underwriters may allow, and the dealers may reallow, a discount not in excess of $             per share on sales to other brokers or dealers. If all of the shares are not sold at the public offering price, the underwriters may change the offering price and other selling terms.

The shares of common stock are being offered by the several underwriters, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of certain legal matters by counsel for the underwriters and other conditions specified in the underwriting agreement. The underwriters reserve the right to withdraw, cancel or modify this offer and to reject orders in whole or in part.

We, and our executive officers and directors, have agreed, for a period of 180 days after the date of this prospectus, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to sell, make any short sale or otherwise dispose of or hedge, directly or indirectly, any shares of our common stock or securities convertible into, exchangeable or exercisable for any shares of our common stock or warrants or other rights to purchase shares of our common stock or other similar securities, without, in each case, the prior written consent of Sandler O’Neill & Partners, L.P. These restrictions are expressly agreed to preclude us, and our executive officers and directors, from engaging in any hedging or other transaction or arrangement that is designed to, or which reasonably could be expected to, lead to or result in a sale, disposition or transfer, in whole or in part, of any of the economic consequences of ownership of our common stock, whether such transaction would be settled by delivery of common stock or other securities, in cash or otherwise.

Prior to this offering, there has been no public market for our common stock. The public offering price for our common stock was negotiated among us and the representatives of the underwriters. Among the factors considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, were our historical performance, estimates regarding our business potential and earnings prospects, an assessment of our management and the consideration of the above factors in relation to the market valuation of other companies in related businesses.

We have applied to have our common stock listed for quotation on the Nasdaq National Market under the symbol “CCBI.”

In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids.

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• Stabilizing transactions permit bids to purchase shares of common stock so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the common stock while the offering is in progress.

• Over-allotment transactions involve sales by the underwriters of shares of common stock in excess of the number of shares the underwriters are obligated to purchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position, the number of shares over-alloted by the underwriters is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing shares in the open market.

• Syndicate covering transactions involve purchases of common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared with the price at which they may purchase shares through exercise of the over-allotment option. If the underwriters sell more shares than could be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect investors who purchase in the offering.

• Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by that syndicate member is purchased in stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on the Nasdaq National Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to contribute to payments that the underwriters may be required to make in respect thereof.

From time to time, certain of the underwriters have provided, and may continue to provide, investment banking services to us in the ordinary course of their respective businesses.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. No prediction can be made as to the effect, if any, that sales of common stock or the availability of common stock for sale will have on the market price of our common stock. The market price of our common stock could decline because of the sale of a large number of shares of our common stock or the perception that such sales could occur. These factors could also make it more difficult to raise funds through future offerings of common stock.

After this offering,              shares of common stock will be outstanding, or              shares if the underwriters over-allotment option is exercised in full. Of these shares, the              shares sold in this offering, or              shares if the underwriters’ over-allotment is exercised in full, will be freely tradable without restriction under the Securities Act,

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except that any shares held by our “affiliates” as defined in Rule 144 under the Securities Act may be sold only in compliance with the limitations described below. The remaining              shares of common stock are “restricted securities,” within the meaning of Rule 144 under the Securities Act. The restricted securities generally may not be sold unless they are registered under the Securities Act or are sold pursuant to an exemption from registration, such as the exemption provided by Rule 144 under the Securities Act.

In connection with this offering, our existing officers and directors, who will own a total of              shares of common stock after this offering, or              shares if the underwriters’ over-allotment option is exercised in full, have entered into lock-up agreements pursuant to which they have agreed not to offer or sell any shares of common stock for a period of 180 days after the date of this prospectus without the prior written consent of Sandler O’Neill & Partners, L.P., which may, in its sole discretion, at any time and without notice, waive any of the terms of these lock-up agreements. The underwriters presently have no intention to allow any shares of common stock to be sold or otherwise offered by us prior to the expiration of the 180 day lock-up period. Following the lock-up period, these shares will not be eligible for sale in the public market without registration under the Securities Act unless such sale meets the conditions and restrictions of Rule 144 as described below.

In general, under Rule 144, as currently in effect, any person or persons whose shares are required to be aggregated, including an affiliate of ours, who has beneficially owned shares for a period of at least one year is entitled to sell, within any three month period, commencing 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

• 1% of the then outstanding shares of common stock, or

• the average weekly trading volume in the common stock during the four calendar weeks immediately preceding the date on which the notice of such sale on Form 144 is filed with the Securities and Exchange Commission.

Sales under Rule 144 are also subject to certain provisions relating to notice and manner of sale and the availability of current public information about us during the 90 days immediately preceding a sale. In addition, a person who is not an affiliate of ours during the 90 days preceding a sale and who has beneficially owned the shares proposed to be sold for at least two years would be entitled to sell such shares under Rule 144(k) without regard to the volume limitation and other conditions described above.

Our directors or officers who purchased our shares in connection with a written compensatory plan or contract may be entitled to rely on the resale provisions of Rule 701. Rule 701 permits non-affiliates to sell their Rule 701 shares without having to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Affiliates may sell their Rule 701 shares without having to comply with Rule 144’s holding period restrictions. In each of these cases, Rule 701 allows the stockholders to sell 90 days after the date of this prospectus.

We intend to register on a registration statement on Form S-8 a total of              shares of common stock issuable upon the exercise of options issued or reserved for future issuance under the 2000 Stock Plan. The Form S-8 will permit the resale in the public market of shares so registered by non-affiliates without restriction under the Securities Act.

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EXPERTS

The consolidated financial statements of Commercial Capital Bancorp, Inc. as of December 31, 2001 and 2000, and for each of the years in the three-year period ended December 31, 2001 have been included herein and in the Registration Statement in reliance upon the report of KPMG LLP, independent auditors, included herein, and upon the authority of said firm as experts in accounting and auditing.

VALIDITY OF THE SECURITIES

The validity of our common stock offered by this prospectus will be passed upon for us by Kelley Drye & Warren LLP, Vienna, Virginia. The validity of the common stock offered by this prospectus will be passed upon for the underwriters by Sullivan & Cromwell, Los Angeles, California. Sullivan & Cromwell will rely as to all matters of Nevada law upon the opinion of Kelley Drye & Warren LLP.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 with the Securities and Exchange Commission hereinafter referred to as the SEC. This prospectus, which is part of the Registration Statement, does not contain all the information included in the registration statement. Because some information is omitted, you should refer to the registration statement and its exhibits. For example, the descriptions in the prospectus regarding the contents of any contract or other document are not necessarily complete, and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference. For copies of actual contracts of documents referred to in this prospectus, you should refer to the exhibits attached to the registration statement. You may review a copy of the registration statement, including the attached exhibits, at the SEC’s public reference facilities in Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the public reference facilities by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the SEC’s website is www.sec.gov.

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INDEX TO FINANCIAL STATEMENTS

	Page
Independent Auditors’ Report	F-2
Consolidated Statements of Financial Condition at June 30, 2002 (unaudited) and December 31, 2001 and 2000	F-3
Consolidated Statements of Operations for the six months ended June 30, 2002 and 2001 (unaudited) and for each of the years in the three-year period ended December 31, 2001	F-4
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the six months ended June 30, 2002 (unaudited) and for each of the years in the three-year period ended December 31, 2001	F-5
Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and 2001 (unaudited) and for each of the years in the three-year period ended December 31, 2001	F-6
Notes to Consolidated Financial Statements	F-7

F-1

Independent Auditors’ Report

The Board of Directors

Commercial Capital Bancorp, Inc.:

We have audited the accompanying consolidated statements of financial condition of Commercial Capital Bancorp, Inc. and subsidiaries as of December 31, 2001 and 2000 and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2001. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Commercial Capital Bancorp, Inc. and subsidiaries as of December 31, 2001 and 2000 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America.

July 30, 2002, except as to notes 11 and 24 of the notes

to the consolidated financial statements, which are as

of September 4, 2002

/s/ KPMG LLP

F-2

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Financial Condition

(Dollars in thousands)

	June 30, 2002			December 31,
				2001			2000
	(Unaudited)
Assets
Cash and cash equivalents:
Cash and due from banks	$	4,812		$	1,312		$	706
Restricted cash		246			352			254
Federal funds sold		700			35,850			8,151
		5,758			37,514			9,111
Securities available-for-sale		226,109			119,685			38,628
Securities held-to-maturity		2,053			—			—
Federal Home Loan Bank Stock, at cost		9,515			6,367			2,288
Loans, net of allowance for loan losses of $1,921, $1,107 and $420		333,896			188,797			81,100
Loans held-for-sale		45,028			52,379			32,106
Premises and equipment, net		466			394			549
Accrued interest receivable		2,942			1,622			877
Goodwill		13,014			13,014			13,950
Bank-owned life insurance		5,933			—			—
Other assets		4,402			3,919			2,898
	$	649,116		$	423,691		$	181,507
Liabilities and Stockholders’ Equity
Deposits:
Non-interest bearing demand	$	5,568		$	5,541		$	10,859
Interest-bearing:
Savings accounts		2,040			3,918			3,884
Money market accounts		64,934			5,179			12,349
NOW accounts		734			919			548
Certificate accounts		182,889			102,782			32,788
		256,165			118,339			60,428
Securities sold under agreements to repurchase		106,689			78,752			14,535
Advances from Federal Home Loan Bank		172,974			128,690			47,095
Warehouse line of credit		40,409			52,389			31,967
Trust Preferred Securities		35,000			15,000			—
Note payable		—			—			112
Deposits held in trust		246			352			254
Accrued interest payable and other liabilities		4,222			3,367			1,442
Total liabilities		615,705			396,889			155,833
Minority interest		—			—			921
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value. Authorized 100,000,000 shares; none issued and outstanding		—			—			—
Common stock, $0.001 par value. Authorized 100,000,000 shares; issued and outstanding 8,964,868, 8,845,764, and 8,546,866 shares		9			9			9
Additional paid-in capital		28,556			27,681			26,654
Deferred compensation		(486	)		(555	)		(694	)
Retained earnings (loss)		4,159			282			(1,274	)
Accumulated other comprehensive gain (loss)		1,173			(615	)		58
Total stockholders’ equity		33,411			26,802			24,753
	$	649,116		$	423,691		$	181,507

See accompanying notes to consolidated financial statements.

F-3

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(Dollars in thousands, except per share data)

	Six months ended June 30,				Years ended December 31,
	2002		2001		2001		2000			1999
	(Unaudited)
Interest income on:
Loans	$	10,920	$	5,010	$	11,878	$	3,180		$	1,341
Securities		5,485		1,615		3,858		—			—
Federal funds sold and interest-bearing deposits in other banks		37		117		143		54			65
Total interest income		16,442		6,742		15,879		3,234			1,406
Interest expense on:
Deposits		2,396		1,892		3,923		—			—
Advances from Federal Home Loan Bank		2,671		1,349		2,864		—			—
Warehouse lines of credit		652		862		1,707		3,209			1,268
Trust Preferred Securities		779		—		86		—			—
Other borrowings		929		222		668		20			7
Total interest expense		7,427		4,325		9,248		3,229			1,275
Net interest income		9,015		2,417		6,631		5			131
Provision for loan losses		814		228		686		—			—
Net interest income after provision for loan losses		8,201		2,189		5,945		5			131
Noninterest income:
Gain on sale of loans		1,886		913		2,671		1,812			3,168
Gain on sale of securities		56		256		1,424		—			—
Mortgage banking fees		259		454		645		563			332
Banking and servicing fees		136		42		114		—			—
Trust fees		83		36		88		—			—
Other income		73		—		—		—			—
		2,493		1,701		4,942		2,375			3,500
Noninterest expenses:
Compensation and benefits		2,187		1,688		4,067		1,144			2,018
Non-cash stock compensation		69		69		139		871			855
Occupancy and equipment		530		507		1,024		749			673
Marketing		278		39		70		80			208
Data processing		129		117		241		—			—
Professional and consulting		173		94		201		218			314
Insurance premiums		95		37		120		43			41
Amortization of goodwill		—		372		748		—			—
Other		571		434		897		537			623
		4,032		3,357		7,507		3,642			4,732
Income (loss) before income tax expense (benefit)		6,662		533		3,380		(1,262	)		(1,101	)
Income tax expense (benefit)		2,785		377		1,716		(740	)		2
Income (loss) before minority interest and change in accounting principle		3,877		156		1,664		(522	)		(1,103	)
Income allocated to minority interest		—		29		108		—			—
Income (loss) before change in accounting principle		3,877		127		1,556		(522	)		(1,103	)
Cumulative effect of change in accounting principle		—		—		—		—			(156	)
Net income (loss)	$	3,877	$	127	$	1,556	$	(522	)	$	(1,259	)
Basic earnings (loss) per share	$	0.43	$	0.01	$	0.18	$	(0.11	)	$	(0.28	)
Diluted earnings (loss) per share		0.41		0.01		0.17		(0.11	)		(0.28	)
Pro forma earnings (loss) data (unaudited):
Loss before income tax expense (benefit) as reported							$	(1,262	)	$	(1,101	)
Tax benefit as reported								(740	)		2
Impact of FIPMC as if taxable								233			(447	)
Pro forma tax expense (benefit)								(507	)		(445	)
Pro forma loss before change in accounting principle								(755	)		(656	)
Cumulative effect of change in accounting principle, net of tax benefit								—			(92	)
Pro forma net loss							$	(755	)	$	(748	)
Pro forma net loss per share							$	(0.16	)	$	(0.17	)

See accompanying notes to consolidated financial statements.

F-4

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss)

Six months ended June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(Dollars and number of shares in thousands)

	Outstanding shares of common stock		Common stock		Additional paid-in capital			Deferred Compensation		Retained earnings (deficit)			Accumulated other comprehensive income (loss)			Total
Balance, December 31, 1998	4,382		$	4	$	2,490		—		$	507		$	—		$	3,001
Comprehensive loss:
Net loss	—			—		—		—			(1,259	)		—			(1,259	)
Other comprehensive gain (loss)	—			—		—		—			—			—			—
Total comprehensive loss																	(1,259	)
Issuance of common stock	105			1		391		—			—			—			392
Variable phantom unit awards	—			—		1,872		(1,872	)		—			—			—
Amortization of deferred compensation—phantom unit awards								855									855
Capital distributions	—			—		(532	)	—			—			—			(532	)
Balance, December 31, 1999	4,487			5		4,221		(1,017	)		(752	)		—			2,457
Comprehensive loss:
Net loss	—			—		—		—			(522	)		—			(522	)
Other comprehensive gain, net of tax:
Net unrealized gains on securities arising during the year, net of reclassification adjustments	—			—		—		—			—			58			58
Total comprehensive loss																	(464	)
Issuance of common stock, net of costs	13			—		50		—			—			—			50
Capital distributions	—			—		(378	)	—			—			—			(378	)
Common stock issued to acquire Commercial Capital Bank	4,047			4		22,213		—			—			—			22,217
Variable phantom unit awards	—			—		548		(548	)		—			—			—
Amortization of deferred compensation—phantom unit awards	—			—		—		871			—			—			871
Balance, December 31, 2000	8,547			9		26,654		(694	)		(1,274	)		58			24,753
Comprehensive income:
Net income	—			—		—		—			1,556			—			1,556
Other comprehensive loss, net of tax:
Net unrealized losses on securities arising during the year, net of reclassification adjustments	—			—		—		—			—			(673	)		(673	)
Total comprehensive income																	883
Issuance of common stock, net of costs	311			—		1,596		—			—			—			1,596
Repurchase of common stock	(12	)		—		(63	)	—			—			—			(63	)
Changes due to minority interest and its acquisition by Bancorp	—			—		(506	)	—			—			—			(506	)
Amortization of deferred compensation—restricted stock awards	—			—		—		139			—			—			139
Balance, December 31, 2001	8,846			9		27,681		(555	)		282			(615	)		26,802
Comprehensive income:
Net income	—			—		—		—			3,877			—			3,877
Other comprehensive income, net of tax:
Net unrealized gains on securities arising during the year, net of reclassification adjustments	—			—		—		—			—			1,788			1,788
Total comprehensive income																	5,665
Issuance of common stock, net of costs	218			—		1,232		—			—			—			1,232
Repurchase of common stock	(99	)		—		(357	)	—			—			—			(357	)
Amortization of deferred compensation—restricted stock awards	—			—		—		69			—			—			69
Ending Balance, June 30, 2002	8,965		$	9	$	28,556		(486	)	$	4,159		$	1,173		$	33,411

See accompanying notes to consolidated financial statements.

F-5

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

	Six months ended June 30,						Years ended December 31,
	2002			2001			2001			2000			1999
	(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	3,877		$	127		$	1,556		$	(522	)	$	(1,259	)
Adjustments to reconcile net income to net cash used in operating activities:
Net income attributed to minority interest		—			29			108			—			—
Cumulative effect of change in accounting principle		—			—			—			—			156
Depreciation and amortization		433			596			1,010			135			121
Stock compensation expense		69			69			139			871			855
Stock dividend from FHLB		(166	)		(73	)		(154	)		—			—
Deferred tax benefit		(504	)		(48	)		(210	)		(743	)		—
Provision for loan losses		814			228			686			—			—
Gain on sale of securities		(56	)		(256	)		(1,424	)		—			—
Gain on sale of loans		(1,886	)		(913	)		(2,671	)		(1,812	)		(3,168	)
Origination of loans held-for-sale		(157,344	)		(96,820	)		(254,280	)		(271,340	)		(293,967	)
Proceeds from sales of loans held-for-sale		166,468			82,987			230,866			267,359			291,699
Decrease (increase) in accrued interest receivable and other assets		(2,507	)		390			(1,709	)		21			32
Increase (decrease) in accrued interest payable and other liabilities		1,482			886			2,023			(20	)		215
Other, net		(911	)		(79	)		(1,564	)		(89	)		(46	)
Net cash provided by (used in) operating activities		9,769			(12,877	)		(25,624	)		(6,140	)		(5,362	)
Cash flows from investing activities:
Purchases of securities available-for-sale		(151,263	)		(51,946	)		(208,525	)		—			—
Proceeds from sales of securities available-for-sale		36,633			37,579			115,358			—			—
Proceeds from maturities and repayments of securities		11,119			7,119			12,392			—			—
Purchases of securities held to maturity		(2,053	)		—			—			—			—
Purchases of Federal Home Loan Bank stock		(2,982	)		(529	)		3,925			—			—
Proceeds from sales of loans		3,304			15,803			18,407			—			—
Origination and purchase of loans, net of principal payments		(149,176	)		(42,925	)		(126,833	)		—			—
Purchases of leasehold improvements and equipment		(189	)		(39	)		(77	)		(52	)		(124	)
Purchase of bank-owned life insurance		(5,860	)		—			—			—			—
Cash from acquisition of Commercial Capital Bank		—			—			—			8,895			—
Acquisition of minority interest of Commercial Capital Bank		—			—			(1,249	)		—			—
Net cash provided by (used in) investing activities		(260,467	)		(34,938	)		(186,602	)		8,843			(124	)
Cash flows from financing activities:
Net increase in deposits		137,826			28,210			57,911			—			—
Net increase (decrease) in securities sold under agreements to repurchase		27,937			(4,224	)		64,217			—			—
Proceeds from Federal Home Loan Bank advances		115,000			17,500			128,690			—			—
Repayment of Federal Home Loan Bank advances		(70,716	)		(13,922	)		(47,095	)		—			—
(Decrease) increase in warehouse lines of credit		(11,980	)		14,628			20,422			5,591			5,600
Issuance of Trust Preferred Securities		20,000			—			15,000			—			—
(Decrease) increase in other debt		—			(112	)		(112	)		(71	)		121
Common stock issued		1,232			842			1,596			50			392
Common stock purchased		(357	)		—			—			—			—
Capital distributions		—			—			—			(378	)		(532	)
Net cash provided by financing activities		218,942			42,922			240,629			5,192			5,581
Net increase (decrease) in cash and cash equivalents		(31,756	)		(4,893	)		28,403			7,895			95
Cash and cash equivalents:
Beginning of period		37,514			9,111			9,111			1,216			1,121
End of period	$	5,758		$	4,218		$	37,514		$	9,111		$	1,216
Supplemental disclosures of cash flow information:
Cash payments for:
Interest	$	5,125		$	2,699		$	9,558		$	3,083		$	1,195
Income taxes		2,930			2			1,651			3			2

See accompanying notes to consolidated financial statements.

F-6

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(1)    Nature of Operations and Summary of Significant Accounting Policies

(a)    Nature of Operations

Commercial Capital Bancorp, Inc. (the Company) provides financial services to a core customer base of income-property real estate investors, related real estate service companies, and other middle market commercial businesses.

The Company is a Nevada corporation and became the holding company for Commercial Capital Bank, FSB (the Bank) and a mortgage banking company, Financial Institutional Partners Mortgage Corporation, (FIPMC) at December 22, 2000 through the successful completion of a share exchange. See note 2. On July 1, 2002, the Company acquired ComCap Financial Services, Inc. (ComCap), a registered broker dealer. See note 24.

The Bank, formerly Mission Savings and Loan, FA, has been in existence since 1985 and was acquired through a share exchange led by the management team of FIPMC on January 28, 2000. Subsequent to the acquisition, management has raised additional capital, relocated its headquarters, completed core system conversions, restructured the balance sheet, and implemented its business plan of asset growth through multifamily and commercial real estate loans, personal, and commercial business lines of credit, and U.S. government and agency backed securities. Retail deposit growth, wholesale funding, and Federal Home Loan Bank of San Francisco advances have supported this growth. The Bank’s trust department also offers investment management services provided by one of the largest institutional money managers in the country, which services are not normally accessible to individual investors.

FIPMC was formed in April 1998 and operated principally in California as an originator of multifamily loans since funding its first loan in June 1998. FIPMC has originated and sold approximately $1.6 billion in multifamily and commercial real estate loans and has established a strong retail presence in several major metropolitan areas, with offices located throughout California. Presently, offices are located in San Diego, Irvine (headquarters), Los Angeles, Woodland Hills, Burlingame, Corte Madera (Marin County), and Oakland.

FIPMC originates loans through its proprietary retail sales force, underwrites them in accordance with its guidelines, and funds the loans in FIPMC’s name through a warehouse line provided by a third-party lender. FIPMC currently sells all its originations to banks and thrifts across the country. Following the acquisition of the Bank, $186 million of the loans funded by FIPMC have been sold to the Bank through December 31, 2001 to support its asset growth. An additional $162 million of loans funded by FIPMC have been sold to the Bank during the six months ended June 30, 2002. Intercompany gains on sales of loans are eliminated in consolidation.

The Company has a concentration of operations in California with 99.7%, 99.5% and 98.9% of the Company’s loan portfolio, including loans held-for-sale, located in California as of June 30, 2002, December 31, 2001 and 2000, respectively. The Company’s real estate-related loans, including loans held-for-sale, accounted for 97.4%, 96.7% and 96.5% of the total loans, including loans held-for-sale, at June 30, 2002, December 31, 2001 and 2000, respectively.

All intercompany transactions and balances have been eliminated.

F-7

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

The consolidated financial statements for the six months ended June 30, 2002 and 2001 are unaudited, and in the opinion of management, all adjustments necessary for a fair presentation of such interim periods have been included and are of a normal recurring nature.

(b)    Use of Estimates in the Preparation of the Consolidated 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relates to the determination of the allowance for loan losses and valuation of loans held-for-sale.

(c)    Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents includes cash on hand, amounts due from banks, and interest-bearing deposits in other financial institutions, including federal funds sold with an original maturity of three months or less. Cash flows from loans originated by the Company and deposits are reported net. The Company maintains amounts due from banks which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Federal Reserve Board regulations require depository institutions to maintain certain minimum reserve balances. Included in cash were balances maintained at the Federal Reserve Bank of San Francisco of $141,000 and $166,000 at December 31, 2001 and 2000, respectively. The Bank had no cash requirement at June 30, 2002.

At June 30, 2002, December 31, 2001 and 2000, the Company maintained restricted cash balances totaling $246,000, $352,000 and $254,000, respectively, which represented “good faith” deposits from potential borrowers held in trust. Such deposits received by the Company in the normal course of business are segregated and deposited in a trust account in accordance with California Department of Real Estate regulations.

(d)    Securities Available-for-Sale

Securities classified as available-for-sale are those debt securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. Securities available-for-sale are carried at fair value. Unrealized gains or losses, net of the related deferred tax effect, are reported as accumulated other comprehensive income (loss). Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in income.

(e)    Investment in Federal Home Loan Bank Stock

The Company’s Bank subsidiary is a member of the Federal Home Loan Bank (FHLB) system and is required to maintain an investment in capital stock of the FHLB of San Francisco in an amount equal to the greater of 1% of its outstanding home loans or 5% of advances from the FHLB of San Francisco. The FHLB of San Francisco stock is carried at cost as no ready market exists for this stock.

F-8

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(f)    Loans

Loans are stated at the amount of unpaid principal, increased by purchase loan premiums or reduced by unearned fees, and an allowance for loan losses.

The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loan loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrower’s ability to pay. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic or other conditions. In addition, the Office of Thrift Supervision (OTS) and the Federal Deposit Insurance Corporation (FDIC), as an integral part of their examination process, periodically review the allowance for loan losses and may require the Company to make additions to the allowance based on their judgment about information available to them at the time of their examinations.

A loan is impaired when it is probable the creditor will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent. The amount of impairment, if any, and any subsequent changes are included in the allowance for loan losses. At June 30, 2002, December 31, 2001 and 2000, the Company had an insignificant amount of impaired loans.

(g)    Loans Held-for-Sale

Loans held-for-sale include originated multifamily and commercial real estate mortgage loans intended for sale in the secondary market. The loans so designated are carried at the lower of cost or fair value on an aggregate basis.

(h)    Interest and Fees on Loans

Interest on loans is recognized over the terms of the loans and is calculated using the simple-interest method on principal amounts outstanding. The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. When the accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received.

Loan origination fees, commitment fees, purchase loan premiums, and certain direct loan origination costs are deferred, and the net amount amortized as an adjustment of the related loan’s yield. The Company is generally amortizing these amounts over the estimated life of the related loan.

F-9

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(i)    Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed principally by the straight-line method over the estimated useful lives of the assets. The estimated useful lives of furniture and equipment range from three to five years. Improvements to leased property are amortized over the lesser of the term of the lease or life of the improvements which do not exceed five years. The Company reviews premises and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment exists when the estimated undiscounted cash flows for the property is less than its carrying value. If identified, an impairment loss is recognized through a charge to earnings based on the fair value of the property.

(j)    Other Real Estate Owned and Other Foreclosed Assets

Other real estate owned (OREO) and other foreclosed assets represent assets acquired through foreclosure or other proceedings. These assets are held for sale and recorded at the lower of the carrying amounts of the related loans or the estimated fair value of the assets less estimated costs of disposal. Any write-down to estimated fair value less cost to sell at the time of transfer is charged to the allowance for loan losses. These assets are evaluated regularly by management and reductions of the carrying amount to estimated fair value less estimated costs to dispose are recorded as necessary. The Company did not have any other real estate owned or other foreclosed assets at June 30, 2002, December 31, 2001 and 2000.

(k)    Goodwill

Goodwill represents the excess of purchase price over the fair value of net assets acquired by the Company.

The FASB issued SFAS No. 141, Business Combinations (SFAS 141), and SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. SFAS 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill. SFAS 142 requires that, effective January 1, 2002, goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually in accordance with the provisions of SFAS 142. SFAS 142 also requires that intangible assets with estimated useful lives be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment.

As of January 1, 2002, the Company had unamortized goodwill in the amount of $13,014,000, all of which was subject to the transition provisions of SFAS 142. Upon adoption of SFAS 142, management determined that there was no transitional impairment loss on goodwill.

F-10

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

The impact of the adoption of SFAS 142 on earnings was as follows:

	Six months ended June 30,				Year ended December 31, 2001
	2002		2001
	(Dollars in thousands)
	(Unaudited)
Reported net income	$	3,877	$	127	$	1,556
Add back goodwill amortization		—		372		748
Adjusted net income	$	3,877		499		2,304
Net income per share, basic	$	0.43	$	0.01	$	0.18
Adjusted net income per share, basic		0.43		0.06		0.27
Net income per share, diluted		0.41		0.01		0.17
Adjusted net income per share, diluted	$	0.41	$	0.06	$	0.26

(l) Securities Sold under Agreements to Repurchase

The Company enters into agreements to sell securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Company transfers legal control over the assets but still retains effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, these agreements are accounted for as financing arrangements and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as a liability on the balance sheet while the dollar amount of securities underlying the agreements remains in the respective asset accounts.

(m) Income Taxes

Deferred taxes are provided on an asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when management determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company reports income and expenses using the accrual method of accounting and files a consolidated tax return on that basis as well. The Company’s federal tax filings generally include all subsidiaries.

The Bank and FIPMC filed separate tax returns for periods prior to January 1, 2001.

(n) Other Off-Balance-Sheet Instruments

In the ordinary course of business, the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the financial statements when they are funded.

(o) Fair Value of Financial Instruments

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all

F-11

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at June 30, 2002, December 31, 2001 and 2000. The estimated fair value amounts have been measured as of their respective period-ends, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to that date. As such, the estimated fair value of these financial instruments subsequent to the reporting date may be different than the amounts reported at period-end.

The information in note 21 should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company’s assets and liabilities.

Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between the Company’s disclosures and those of other financial institutions may not be meaningful.

The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:

• Cash and cash equivalents:     The carrying amounts reported in the balance sheets for cash and due from banks, interest-bearing deposits in other banks, and federal funds sold approximate their fair value.

• Securities:    Fair value for securities is based on quoted market prices, if available. If quoted market prices are not available, fair value is based on quoted market prices of comparable instruments.

• Loans:    The estimated fair value of the performing loan portfolio was calculated by discounting the contractually scheduled payments of principal and interest, incorporating scheduled rate adjustments, and for mortgage loans, estimating prepayments as applicable. The discount rates used were the Company’s current offer rates for comparable instruments with similar remaining terms of maturity. For loans that were past due or impaired, adjustments to the discount rate were made to reflect the greater than normal risk of default. For certain impaired loans, cash flow projections were adjusted to reflect estimates by management of the timing and extent of recovery of principal and interest. As of June 30, 2002, December 31, 2001 and 2000, 99.5%, 99.3% and 95.0% of the Company’s loan portfolio, including loans held-for-sale, were adjustable rate loans, respectively.

• Loans held-for-sale:    The fair value was derived from internal pricing estimates based on recent sales of loans with similar characteristics.

• Deposit liabilities:    Fair value disclosed for demand deposits equals their carrying amounts, which represent the amounts payable on demand. The carrying amounts for variable-rate money market accounts and certificates of deposit approximate their fair value at the reporting date. Fair value for fixed-rate certificates of deposit is estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregate expected monthly maturities on time deposits. Early withdrawal of fixed-rate certificates of deposit is not expected to be significant.

• Securities sold under agreements to purchase:    Fair value for these financial instruments was determined using the discounted cash flow method. The discount rate was equal to the rate currently offered on similar borrowings.

F-12

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

• Advances from FHLB:    Fair value for advances from the FHLB was estimated using a discounted cash flow calculation that applies the interest rate currently being offered on advances.

• Warehouse line of credit:    Fair value of the warehouse line of credit was determined using the discounted cash-flow method. The discount rate was equal to the rate currently offered on similar borrowings.

• Trust Preferred Securities:    Fair value of the Trust Preferred Securities was determined using the discounted cash-flow method. The discount rate was equal to the rate currently offered on similar borrowings.

• Accrued interest receivable and payable:    The fair value of both accrued interest receivable and payable approximates their carrying amounts.

• Off-balance-sheet instruments:    Fair value for off-balance-sheet instruments is based on quoted fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing.

(p) Cumulative Effect of Change in Accounting Principle

Effective January 1, 1999, the Company adopted Statement of Position 98-5, Reporting on the Costs of Start-Up Activities (SOP 98-5). Prior to the adoption of SOP 98-5, organizational costs were capitalized and amortized over a period of five years. SOP 98-5 requires that the costs of start-up activities be expensed as incurred. Start-up costs totaling $156,000 were expensed in 1999 and are reflected in the Consolidated Statement of Operations as a cumulative effect of change in accounting principle.

(q) Recently Issued Accounting Standards

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets (SFAS 144). SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. This statement requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS 144 requires companies to separately report discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. The adoption of SFAS 144 on January 1, 2002 did not have a material impact on the Company’s financial condition.

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections (SFAS 145). SFAS 145 updates, clarifies, and simplifies existing accounting pronouncements including: rescinding SFAS No. 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect and amending SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. SFAS 145 is effective for fiscal years beginning after May 15, 2002,

F-13

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

with early adoption of the provisions related to the rescission of SFAS 4 encouraged. The Company does not expect the adoption of this statement to have a material impact on our financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146), which addresses financial accounting and reporting for costs associated with exit or disposal activities and supersedes Emerging Issues Task Force, or EITF, Issue 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. Under Issue 94-3, a liability for an exit cost as defined in EITF 94-3 was recognized at the date of an entity’s commitment to an exit plan. SFAS 146 also establishes that the liability should initially be measured and recorded at fair value. The Company will adopt the provisions of SFAS 146 for exit or disposal activities that are initiated after December 31, 2002.

(2) Business Combinations

On December 22, 2000, the Company acquired control of the Bank and FIPMC through a share exchange.

The Company issued 4,499,993 common shares to FIPMC senior common unitholders and preferred unitholders (FIPMC Unitholders), which resulted in FIPMC becoming a wholly owned subsidiary of the Company. Outstanding options to acquire FIPMC common units were exchanged for options to acquire Company shares at the same exchange ratio as the share exchange. The share exchange between the Company and FIPMC Unitholders was not considered a business combination, as defined by Accounting Principles Board Opinion No. 16 (APB 16), since the Company’s directors and related parties owned approximately 98% of FIPMC. The exchange was accounted for as a reorganization of entities under common control. Therefore, the assets and liabilities of FIPMC were transferred to the Company at book value and the financial condition and results of operations of the Company for the periods prior to December 22, 2000 reflect the combined operations of the Company and FIPMC.

On December 22, 2000, the Company also issued 4,046,873 common shares to Bank shareholders holding approximately 89.9% of outstanding Bank common shares. The remaining Bank shareholders did not elect to participate in the share exchange. Outstanding options to acquire Bank shares (Bank Options) were exchanged for options to acquire Company shares at the same exchange ratio as the share exchange. The Bank Options became fully vested upon completion of the share exchange in accordance with the terms of the Bank’s option plan.

These share and option exchanges were treated as a purchase business combination in accordance with APB 16 and resulted in the Company recording goodwill of $14.0 million, increasing FHLB of San Francisco advances by $1.3 million, which represents the mark-to-market for those advances, and recording a related deferred tax asset of $565,000. During 2001, the Company amortized the FHLB mark-to-market and goodwill over the estimated remaining life of 9 years and 20 years, respectively. See note 1 regarding the effect of the Company’s adoption of SFAS 142 on the amortization of goodwill.

F-14

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

The allocation of the purchase price to arrive at the estimated fair value of assets acquired and liabilities assumed relating to the Bank acquisition is summarized below:

	(Dollars in thousands)
Cash and cash equivalents	$	8,895
Securities available-for-sale		38,628
Federal Home Loan Bank Stock		2,288
Loans, net of allowance		81,100
Premises and equipment, net		296
Accrued interest receivable		757
Other assets		1,950
Goodwill		13,950
Deposits		(62,288	)
Advances from Federal Home Loan Bank		(47,095	)
Securities sold under agreements to repurchase		(14,535	)
Accrued interest payable and other liabilities		(1,729	)
Total purchase price	$	22,217

The following table presents unaudited pro forma results of operations of the Company for the years ended December 31, 2000 and 1999 as if the acquisition of the Bank had been effective at the beginning of 1999. The unaudited pro forma results include (1) the historical accounts of the Company and of the acquired business; and (2) pro forma adjustments, as may be required, including the amortization of the excess purchase price over the fair value of the net assets acquired, and the applicable tax effects of these adjustments.

The unaudited combined pro forma summary of operations is intended for informational purposes only and is not necessarily indicative of the future operating results of the Company or operating results that would have occurred had this acquisition been in effect for the years presented.

F-15

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

	December 31
	2000			1999
	(Dollars in thousands)
Interest income	$	8,151		$	4,655
Interest expense		6,192			3,258
Net interest income		1,959			1,397
Provision for loan losses		330			(30	)
Net interest income after provision for loan losses		1,629			1,427
Non interest income		2,612			3,562
Non interest expense		9,379			6,469
Loss before income tax expense (benefit)		5,138			1,480
Income tax expense (benefit)		(1,979	)		180
Loss before minority interest and change in accounting principle		(3,159	)		(1,660	)
Loss allocated to minority interest		(200	)		11
Loss before change in accounting principle		(2,959	)		(1,671	)
Cumulative effect of change in accounting principle		—			(156	)
Net loss	$	(2,959	)	$	(1,827	)
Net loss per share:
Basic	$	(0.34	)	$	(0.21	)
Diluted	$	(0.34	)	$	(0.21	)
Weighted average shares outstanding:
Basic		8,640,307			8,498,087
Diluted		8,640,307			8,498,087

On December 31, 2001, the Company paid $1.2 million for the remaining outstanding Bank shares that were not exchanged on December 22, 2000. This transaction was accounted for as a purchase business combination in accordance with APB 16 and resulted in the Company reducing goodwill by $188,000, increasing the mark-to-market on the FHLB advances by $163,000 and recording an additional deferred tax asset of $69,000. As of December 31, 2001, the Bank is a wholly owned subsidiary of the Company.

F-16

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(3)    Pro forma Information

Prior to December 22, 2000, FIPMC was a partnership for federal and state income tax purposes. The accompanying statements of operations for the years ended December 31, 2000 and 1999 present unaudited pro forma income tax benefit and net income reflecting the estimated income tax benefit of the Company as if FIPMC had been subject to normal federal and state income taxes for such periods, since FIPMC became a taxable entity concurrent with the December 22, 2000 share exchange.

Unaudited pro forma income tax benefit for the years ended December 31, 2000 and 1999 and the differences between unaudited pro forma income tax benefit at the statutory federal income tax rate of 34% and the unaudited pro forma income tax benefit shown in the accompanying statement of operations for the years ended December 31, 2000 and 1999 are as follows:

	2000			1999
	(Dollars in thousands)
Pro forma income tax benefit at statutory rate	$	(429	)	$	(374	)
State tax benefit, net of federal benefit		(88	)		(77	)
Nondeductible items		10			6
Total	$	(507	)	$	(445	)

(4)    Securities

Carrying amounts and fair value of securities available-for-sale as of June 30, 2002, December 31, 2001 and 2000 are summarized as follows:

	June 30, 2002
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
	(Dollars in thousands) (Unaudited)
Mortgage-backed securities	$	223,986	$	2,083	$	62	$	226,007
U.S. government security		100		2		—		102
	$	224,086	$	2,085	$	62	$	226,109

F-17

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

	December 31, 2001
	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
	(Dollars in thousands)
Mortgage-backed securities	$	120,628	$	159	$	1,204	$	119,583
U.S. government securities		100		2		—		102
	$	120,728	$	161	$	1,204	$	119,685

	December 31, 2000
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(Dollars in thousands)
Mortgage-backed securities	$	37,717	$	224	$	(90	)	$	37,851
Investment in mutual fund		813		—		(36	)		777
	$	38,530	$	224	$	(126	)	$	38,628

At June 30, 2002, there is one mortgage-backed security classified as held to maturity with a carrying amount of $2,053,000 and fair value of $2,128,000 with an unrealized gain of $75,000. There were no securities held to maturity at December 31, 2001 and 2000.

The amortized cost and fair value of investment securities as of December 31, 2001 and 2000, by contractual maturities, are not shown since maturities may differ from contractual maturities in mortgage-backed securities as the mortgages underlying the securities may be called or prepaid without any penalties. The U.S. government security matures on January 31, 2003.

Securities available-for-sale with a carrying value of approximately $123,814,000, $98,019,000 and $37,716,000 at June 30, 2002, December 31, 2001 and 2000, respectively, were pledged as collateral as follows: $16,132,000, $17,301,000 and $22,717,000, respectively, for advances from the FHLB and $107,682,000, $80,718,000 and $14,999,000, respectively, for various repurchase agreements.

Gross realized gains and losses from the sale of $36,577,000 of securities available-for-sale for the six months ended June 30, 2002 were $173,000 and $117,000, respectively. Gross realized gains and losses from the sale of $37,323,000 of securities available-for-sale for the six months ended June 30, 2001 were $362,000 and $106,000, respectively. Gross realized gains and losses from the sale of $113,122,000 of securities available-for-sale for the year ended December 31, 2001 were $1,530,000 and $106,000, respectively. There were no sales of securities during the years ended December 31, 2000 and 1999.

F-18

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(5)    Loans and Loans Held-for-Sale

The loan portfolio as of June 30, 2002, December 31, 2001 and 2000 is summarized as follows:

	June 30, 2002			December 31,
				2001			2000
	(Dollars in thousands)
	(Unaudited)
Real estate mortgage loans:
Single-family (one to four units)	$	5,242		$	7,802		$	19,928
Multifamily (five units and over)		283,634			150,338			46,737
Commercial real estate		36,910			23,674			10,631
		325,786			181,814			77,296
Business loans		4,415			2,599			1,842
Business and consumer lines of credit		5,430			5,223			1,995
Consumer loans		68			77			76
Total loans		335,699			189,713			81,209
Premiums for loans purchased		214			262			377
Unearned net loan fees and discounts		(96	)		(71	)		(66	)
Allowance for loan losses		(1,921	)		(1,107	)		(420	)
Loans, net	$	333,896		$	188,797		$	81,100

Loans held-for-sale at June 30, 2002, December 31, 2001 and 2000 consisted of $42,453,000, $51,804,000 and $20,430,000, respectively, in multifamily loans and $2,575,000, $575,000 and $11,676,000, respectively, in commercial real estate loans.

Loans with carrying amounts of approximately $315,853,000, $175,096,000 and $56,970,000 at June 30, 2002, December 31, 2001 and 2000, respectively, were pledged as collateral on advances and a letter of credit from the FHLB. At June 30, 2002, December 31, 2001 and 2000, the Company had $66,520,000, $16,167,000 and $4,953,000, respectively, of excess collateral at the FHLB.

(6)    Allowance for Loan Losses

Changes in the allowance for loan losses for the six months ended June 30, 2002 and 2001, and for the years ended December 31, 2001 and 2000 are as follows:

	June 30,				December 31,
	2002		2001		2001		2000
	(Dollars in thousands)
	(Unaudited)
Balance, beginning of period	$	1,107	$	420	$	420	$	—
Provision for loan losses		814		228		686		—
Allowance acquired through purchase of Commercial Capital Bank		—		—		—		420
Amounts charged off		—		—		—		—
Recoveries on loans previously charged off		—		—		1		—
Balance, end of period	$	1,921	$	648	$	1,107	$	420

The Company did not have an allowance for loan losses prior to December 22, 2000.

F-19

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(7)    Premises and Equipment

The major classes of premises and equipment and the total accumulated depreciation and amortization as of June 30, 2002, December 31, 2001 and 2000 are as follows:

	June 30, 2002		December 31,
			2001		2000
	(Dollars in thousands)
	(Unaudited)
Leasehold improvements	$	127	$	122	$	122
Equipment and furnishings		1,260		1,076		1,027
	$	1,387	$	1,198	$	1,149
Less accumulated depreciation and amortization		921		804		600
	$	466	$	394	$	549

(8)    Deposits

Deposits and the weighted average interest rate at June 30, 2002, December 31, 2001 and 2000 are comprised of the following:

	Weighted average rate at June 30, 2002		Amount		Percent
	(Dollars in thousands)
	(Unaudited)
Savings accounts	1.70	%	$	2,040	0.8	%
Money markets	3.18			64,934	25.3
NOW accounts and non-interest bearing demand	0.03			6,302	2.5
	2.87			73,276	28.6
Certificates of deposit:
90-day	2.18			20,195	7.9
180-day	2.39			27,514	10.7
One-year	2.78			47,467	18.5
Over one year	3.86			11,233	4.4
Jumbo certificates	2.37			53,438	20.9
Brokered certificates	2.66			23,042	9.0
	2.59			182,889	71.4
	2.67		$	256,165	100.0	%

F-20

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

	Weighted average rate at December 31, 2001		Amount		Percent
	(Dollars in thousands)
Savings accounts	1.75	%	$	3,918	3.3	%
Money market	1.95			5,179	4.4
NOW accounts and non-interest bearing demand	0.04			6,460	5.5
	1.11			15,557	13.2
Certificates of deposit:
90-day	2.45			17,700	15.0
180-day	3.06			16,744	14.1
One-year	3.88			29,627	25.0
Over one year	4.34			9,493	8.0
Jumbo certificates	3.27			24,218	20.5
Brokered certificates	2.50			5,000	4.2
	3.33			102,782	86.8
	3.04		$	118,339	100.0	%

	Weighted average rate at December 31, 2000		Amount		Percent
	(Dollars in thousands)
Savings accounts	4.89	%	$	3,884	6.4	%
Money market	5.88			12,349	20.4
NOW accounts and non-interest bearing demand	0.06			11,407	18.9
	3.41			27,640	45.7
Certificates of deposit:
90-day	5.79			885	1.5
180-day	6.34			891	1.5
One-year	6.58			9,887	16.3
Over one year	6.06			3,304	5.5
Jumbo certificates	6.48			8,821	14.6
Brokered certificates	6.48			9,000	14.9
	6.45			32,788	54.3
	5.01		$	60,428	100.0	%

The scheduled maturities of the certificates of deposit at June 30, 2002, December 31, 2001 and 2000 are as follows:

	June 30, 2002		December 31,
			2001		2000
	(Dollars in thousands)
	(Unaudited)
Within 12 months	$	176,731	$	92,111	$	31,480
13 to 24 months		5,619		10,013		769
25 months and thereafter		539		658		539
	$	182,889	$	102,782	$	32,788

F-21

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

Brokered certificates for $5,000,000, $8,042,000, and $10,000,000 at June 30, 2002 are scheduled to mature on July 15, 2002, January 30, 2003, and June 5, 2003, respectively.

Eligible savings accounts are insured up to $100,000 by the Savings Bank Insurance Fund (SAIF), which is administered by the FDIC. Jumbo certificates are certificates of deposit in excess of $100,000.

At June 30, 2002, the Company had three deposit accounts with the State of California for $30,000,000 that exceeded 5% of total deposits with $6,000,000 maturing on July 1, 2002, $14,000,000 maturing on August 25, 2002 and $10,000,000 maturing on December 16, 2002.

(9) Repurchase Agreements

The Company enters into sales of securities under agreements to repurchase which generally mature within 60 days. The obligations to repurchase securities sold are reported as a liability on the accompanying balance sheets. The dollar amount of securities underlying the agreements remains in the asset accounts. The securities underlying the agreements are book-entry securities. During the period, the securities were delivered by appropriate entry into the counterparty’s account.

Information concerning securities sold under agreements to repurchase is summarized as follows:

	Six months ended June 30,				Year ended December 31, 2001
	2002		2001
	(Dollars in thousands)
	(Unaudited)
Average balance during the period	$	99,237	$	7,223	$	20,293
Maximum month-end balance during the period		136,835		14,464		78,752
Securities underlying the agreements at period-end:
Amortized cost		107,682		10,215		80,718
Estimated fair value		108,648		10,234		79,901

The Company did not have any repurchase agreements prior to December 22, 2000. The securities underlying the agreements at December 31, 2000 had an amortized cost of $14,999,100 and an estimated fair value of $15,143,300.

(10)    Advances from Federal Home Loan Bank of San Francisco

Advances from the FHLB of San Francisco are scheduled to mature as follows:

	June 30, 2002				December 31, 2001				December 31, 2000
	Amount		Weighted average rate		Amount		Weighted average rate		Amount		Weighted average rate
	(Unaudited)				(Dollars in thousands)
Due within one year	$	62,250	2.8	%	$	75,931	2.3	%	$	8,050	6.4	%
After one but within two years		81,950	3.7			22,700	3.8			1,300	6.4
After two but within three years		500	5.9			1,200	5.7			7,700	6.0
After four but within five years		—	—			500	5.9			1,200	5.7
After five years		28,274	5.6			28,359	5.6			28,845	5.6
	$	172,974	3.7		$	128,690	3.4		$	47,095	5.9

F-22

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

The Company entered into $27 million of advances from the FHLB of San Francisco which have a scheduled ten-year maturity but can be redeemed by the FHLB of San Francisco at its option on a quarterly basis. A total of $9 million cannot be redeemed by the FHLB of San Francisco until the fourth quarter of 2002.

At June 30, 2002, December 31, 2001 and 2000, FHLB of San Francisco advances are collateralized by real estate mortgages totaling approximately $309,253,000, $168,496,000 and $56,970,000, respectively, and mortgage-backed securities totaling approximately $16,132,000, $17,301,000 and $22,717,000, respectively, in addition to the Company’s investment in the capital stock of the FHLB of San Francisco.

During 2001, the Company entered into a $6.6 million letter of credit with the FHLB of San Francisco to use as collateral for one deposit relationship. The Company pays a fee of 0.15% for the letter of credit which matured on January 7, 2002 and subsequently extended to July 1, 2002. The letter of credit is collateralized with $6.6 million of real estate mortgages.

(11) Warehouse Line of Credit

The Company has one warehouse line of credit agreement (the Agreement) with a financial services company, which provides for borrowings of up to $75 million with interest payable at the one-month London Interbank Offered Rate (LIBOR) plus 1.75%. Such LIBOR rate was 1.84% and 1.87% at June 30, 2002 and December 31, 2001, respectively. The Company is also charged various fees based on the utilization of the line and the profitability of FIPMC. The Agreement expires on September 30, 2002 and management believes it will be renewed. At June 30, 2002 and December 31, 2001, borrowings under the Agreement totaled $40.4 million and $52.4 million, respectively.

Under the Agreement, the Company must comply with certain financial and other covenants including, among other things, the maintenance of a minimum tangible net worth and a maximum leverage ratio. At December 31, 2001, the Company was in compliance with these covenants. The line of credit is collateralized by the related multifamily and commercial real estate mortgage loans included in loans held-for-sale.

At December 31, 2000, the Company had one warehouse line of credit with a financial services company, which provided for borrowings up to $60 million with interest payable at the one-month LIBOR plus 2.0%. Such LIBOR rate was 6.56% at December 31, 2000. At December 31, 2000, borrowings under the Agreement totaled $32.0 million.

(12) Note Payable

The Company had a note payable in the original amount of $151,000, secured by certain office furniture, bearing annual interest at 8.25%, requiring monthly principal and interest payments of $3,000. As of December 31, 2000, unpaid principal was $112,000. The note was paid in full in January 2001.

(13) Trust Preferred Securities

On November 28, 2001, CCB Capital Trust I, a Delaware special-purpose business trust and a wholly owned subsidiary of the Company, issued $15 million of Trust Preferred Securities. The interest rate on the securities, which mature in 30 years and are callable beginning in five years, adjusts semiannually at a margin of 3.75% over the six-month LIBOR index. At June 30, 2002, the interest rate on

F-23

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

these securities was 5.78%. A rate cap of 11.00% is effective through December 8, 2006. In connection with CCB Capital Trust I’s issuance of these securities, the Company issued to CCB Capital Trust I $15.5 million principal amount of its Junior Subordinated Debentures, due 2031 (the subordinated debentures). The interest rate on the subordinated debentures is a margin of 3.75% over the six-month LIBOR index. The subordinated debentures are and will be the sole assets of CCB Capital Trust I. The Company has a right when certain conditions exist to defer payment of interest on the debentures at any time for a period not to exceed five years, provided that no extension period may extend beyond the stated maturity of the respective debentures. The Company contributed $13.5 million of the $15 million borrowing as a capital contribution to its subsidiary, the Bank, thereby increasing the Bank’s regulatory core capital by that amount. The Company paid debt issuance transaction costs of $495,000.

On March 15, 2002, CCB Capital Trust III, a Delaware special-purpose business trust and wholly owned subsidiary of the Company, issued $5 million of Trust Preferred Securities. The interest rate on the securities, which mature in 30 years and are callable beginning in five years, adjusts quarterly at a margin of 3.75% over the three-month LIBOR index. At June 30, 2002, the interest rate on these securities was 5.75%. A rate cap of 12.00% is effective through July 1, 2007. In connection with CCB Capital Trust III’s issuance of these securities, the Company issued to CCB Capital Trust III $5.2 million principal amount of its Junior Subordinated Debentures, due 2032 (the subordinated debentures). The interest rate on the subordinated debentures is a margin of 3.75% over the three-month LIBOR index. The subordinated debentures are and will be the sole assets of CCB Capital Trust III. The Company has a right when certain conditions exist to defer payment of interest on the debentures at any time for a period not to exceed five years, provided that no extension period may extend beyond the stated maturity of the respective maturities. The Company contributed $4.8 million of the $5 million borrowing as a capital contribution to its subsidiary, the Bank, thereby increasing the Bank’s regulatory capital by that amount. The Company paid debt issuance costs of $180,000.

On March 26, 2002, CCB Statutory Trust II, a Connecticut special-purpose business trust and wholly owned subsidiary of the Company, issued $15 million of Trust Preferred Securities. The interest rate on the securities, which mature in 30 years and are callable beginning in five years, adjusts quarterly at a margin of 3.60% over the three-month LIBOR index. At June 30, 2002, the interest rate on these securities was 5.47%. A rate cap of 11.00% is effective through March 26, 2007. In connection with CCB Statutory Trust II’s issuance of these securities, the Company issued to CCB Statutory Trust II, $15.5 million principal amount of its Junior Subordinated Debentures, due 2032 (the subordinated debentures). The interest rate on the subordinated debentures is a margin of 3.60% over the three-month LIBOR index. The subordinated debentures are and will be the sole assets of CCB Statutory Trust II. The Company has a right when certain conditions exist to defer payment of interest on the debentures at any time for a period not to exceed five years, provided that no extension period may extend beyond the stated maturity of the respective maturities. The Company contributed $11.5 million as a capital contribution to its subsidiary, the Bank, thereby increasing the Bank’s regulatory capital by that amount and $3 million as a capital contribution to its subsidiary, FIPMC, thereby increasing its capital by that amount. The Company paid debt issuance costs of $462,000.

Distributions paid on the above securities are recorded as interest expense in the Consolidated Statement of Operations.

(14) Income Taxes

Under the Internal Revenue Code, the Company is allowed a deduction related to additions to tax bad debt reserves established for the purposes of absorbing losses. The Company is permitted to take deductions for bad debts, but is required to compute such deductions using an experience method.

F-24

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

The Company will also have to recapture a portion of its tax bad debt reserves which have accumulated over a six-year period which began in 1998. Deferred taxes have been previously established for the taxes associated with the recaptured reserves and the ultimate payment of the taxes will not result in a charge to earnings.

The cumulative tax effects of the primary temporary differences as of June 30, 2002, December 31, 2001 and 2000 are shown in the following table:

	June 30, 2002		December 31,
			2001		2000
	(Dollars in thousands)
	(Unaudited)
Deferred tax assets:
Purchase accounting adjustments	$	566	$	566	$	565
Stock compensation plans		1,738		1,709		1,652
Unrealized loss on securities available-for-sale		—		428		—
Loan loss allowances		723		286		125
State taxes		245		147		—
Property and equipment		50		28		7
Deferred loan fees		3		6		9
Net operating loss carryforward		—		—		63
Total deferred tax assets		3,325		3,170		2,421
Deferred tax liabilities:
FHLB stock dividends		197		102		39
Unrealized gain on securities available-for-sale		850		—		41
Accrual to cash		29		43		57
Other		1		3		4
Total deferred tax liabilities		1,077		148		141
Net deferred tax assets	$	2,248	$	3,022	$	2,280

At June 30, 2002, December 31, 2001 and 2000, no valuation reserve was considered necessary as management believes it is more likely than not that the deferred tax assets will be realized due to taxes paid in prior years or future operations.

The income tax expense (benefit) recorded in the statement of operations for the six months ended June 30, 2002 and 2001 and for the years ended December 31, 2001 and 2000 consists of the following:

	June 30, 2002
	Current		Deferred			Total
	(Dollars in thousands)
	(Unaudited)
Federal tax expense	$	2,568	$	(424	)	$	2,144
State tax expense		721		(80	)		641
Total	$	3,289	$	(504	)	$	2,785

F-25

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

	June 30, 2001
	Current		Deferred			Total
	(Dollars in thousands) (Unaudited)
Federal tax expense	$	340	$	(63	)	$	277
State tax expense		85		15			100
Total	$	425	$	(48	)	$	377
	December 31, 2001
	Current		Deferred			Total
	(Dollars in thousands)
Federal tax expense (benefit)	$	1,493	$	(229	)	$	1,264
State tax expense		433		19			452
Total	$	1,926	$	(210	)	$	1,716
	December 31, 2000
	Current		Deferred			Total
	(Dollars in thousands)
Federal tax expense (benefit)	$	—	$	(551	)	$	(551	)
State tax expense (benefit)		3		(192	)		(189	)
Total	$	3	$	(743	)	$	(740	)

For the year ended December 31, 1999, the Company had a current state tax expense of $2,000.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate (35% for the six months ended June 30, 2002 and 34% for all other periods) to pretax income for the six months ended June 30, 2002 and 2001 and for the years ended December 31, 2001, 2000 and 1999 as follows:

	Six months ended June 30,					Year ended December 31,
	2002			2001		2001		2000			1999
	(Unaudited)					(Dollars in thousands)
Computed “expected” tax expense (benefit)	$	2,331		$	181	$	1,149	$	(429	)	$	(374	)
Change in income taxes resulting from:
State income taxes (benefit), net of federal taxes		417			52		299		2			2
Nondeductible goodwill		—			126		254		—			—
FIPMC (taxable) non-taxable		—			—		—		(337	)		374
Officer life insurance		(20	)		—		7		—			—
Nondeductible items		57			18		7		24			—
	$	2,785		$	377	$	1,716	$	(740	)	$	2

F-26

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(15)    Commitments and Contingencies

(a)    Financial Instruments with Off-Balance-Sheet Risk

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments are commitments to extend credit. They involve, to varying degrees, elements of credit risk in excess of amounts recognized on the balance sheets.

The Company’s exposure to loan loss in the event of nonperformance by the other parties to the financial instrument for these commitments is represented by the contractual amounts of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. The Company’s exposure to off-balance-sheet risk for commitments to extend credit or purchase loans is approximately $28.9 million, $31.0 million and $7.9 million as of June 30, 2002, December 31, 2001 and 2000, respectively.

(b)    Commitments to Extend Credit

Commitments to extend credit are agreements to lend to a customer as long as 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. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. If deemed necessary upon extension of credit, the amount of collateral obtained is based on management’s credit evaluation of the counterparty. Collateral held varies but primarily includes real estate and income-producing properties.

(c)    Lease Commitments

The Company leases all of its facilities under operating leases. These agreements currently require aggregate annual payments of $693,000. The leases provide for annual payment adjustments based on changes in the Consumer Price Index. The future minimum rental payments under these leases are as follows:

	June 30, 2002		December 31, 2001
	(Dollars in thousands)
	(Unaudited)
2002	$	304	$	483
2003		566		468
2004		509		412
2005		158		65
2006		92		—
Thereafter		46		—
	$	1,675	$	1,428

F-27

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

Total rent expense for the six months ended June 30, 2002 and 2001 and for the years ended December 31, 2001, 2000, and 1999 was approximately $284,000, $280,000, $568,000, $433,000, and $395,000, respectively.

(d)    Data Processing Service Commitments

The Bank entered into a maintenance agreement with its data processing and item processing provider, Fiserv, which expires on March 30, 2006. Based on the current volume of activity, the agreement requires monthly maintenance payments of approximately $20,000.

(e)    Interest Rate Risk

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, fair value of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed-rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

(16)    Employee Benefit Plan

The Company has a salary deferral 401(k) plan for all employees who have completed 90 days of service. Employees participating in the 401(k) plan may contribute up to 15% of their salary on a pretax basis, subject to statutory and Internal Revenue Service guidelines. Contributions to the 401(k) plan are invested at the direction of the participant. The Company currently matches 100% of the employee’s contribution up to the first 4% of the employee’s salary. The Company’s contributions to the 401(k) plan were $102,000, $76,000, $132,000, $73,000, and $67,000 in the six months ended June 30, 2002 and 2001 and for the years ended December 31, 2001, 2000, and 1999, respectively.

(17)    Related Party Transactions

During 2000, the Company provided the Bank with a variety of support services to assist the Bank in its operations. In September 2000, the Company and the Bank entered into a Master Services Agreement, which stipulates the type of services to be provided by the Company to the Bank and the method of payment. For the year 2000, the Bank reimbursed the Company for $514,000 in compensation and benefits, $148,000 in occupany and equipment costs, including depreciation of specific fixed assets and computer equipment acquired by the Company for the Bank, and $28,000 in other miscellaneous costs. Management believes that these reimbursements do not represent the full extent of costs incurred by the Company to support the Bank’s operations during 2000.

Because the Company and the Bank have commonality of ownership and are under common management control, the reported operating results of the Company could significantly differ from what would have been obtained if such entities had been autonomous.

F-28

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

In 2000, the Company issued a promissory note receivable to the Company’s Chairman and Chief Executive Officer totaling $300,000 and a promissory note receivable to the Company’s Chief Administrative Officer for $200,000. The proceeds from these notes were used in their entirety to buy out a FIPMC principal during 2000. The notes accrued interest at the California Bank and Trust prime rate (9.5% at December 31, 2000) and were due upon demand. The Company received $450,000 in cash during 2000, and the outstanding principal balance and accrued interest at December 31, 2000 was $60,000. On May 25, 2001, the Company purchased 12,251 of the Company’s common shares for $63,000 from the Company’s Chairman and Chief Executive Officer in order to retire the remaining principal and accrued interest.

In the normal course of business, during 2000, FIPMC sold mortgage loans to the Bank. During 2000, FIPMC and the Bank entered into a Master Loan Purchase Agreement, which is on the same terms as similar agreements with other independent third parties. Management believes that the premiums paid by the Bank to FIPMC is equivalent to market price. For the year ended December 31, 2000, FIPMC sold $51.3 million in loans to the Bank for a premium of $364,000, which is recorded as gain on sale of loans in the accompanying Statement of Operations.

During the six months ended June 30, 2002, the Company paid $71,837 in legal fees to the Petersen Law Firm, to which the Company also paid fees of $263,090 for the year ended December 31, 2001 and $3,027 for the year ended December 31, 2000. Gregory G. Petersen, a partner in the firm, is the brother-in-law of Stephen H. Gordon, the Company’s Chairman and Chief Executive Officer.

Brakke Schafnitz Insurance Brokers, Inc., an insurance brokerage company controlled by Mr. James G. Brakke, one of the directors of both the Company and the Bank, earned commission income amounting to $91,924 for the six months ended June 30, 2002, $73,005 for the year ended December 31, 2001 and $7,953 for the year ended December 31, 2000 for providing the Company with insurance.

(18)    Earnings Per Share

Information used to calculate earnings per share for the six months ended June 30, 2002 and 2001 and for the years ended December 31, 2001, 2000, and 1999, was as follows:

	Six months ended June 30,				Year ended December 31,
	2002		2001		2001		2000			1999
	(Unaudited)				(Dollars in thousands, except for share amounts)
Net income (loss)	$	3,877	$	127	$	1,556	$	(522	)	$	(1,259	)
Weighted average shares:
Basic weighted average number of common shares outstanding		8,934,107		8,564,669		8,680,976		4,593,434			4,451,214
Dilutive effect of stock options		514,932		322,266		322,880		—			—
Diluted weighted average number of common shares outstanding		9,449,039		8,886,935		9,003,856		4,593,434			4,451,214
Net income (loss) per common share:
Basic	$	0.43	$	0.01	$	0.18	$	(0.11	)	$	(0.28	)
Diluted		0.41		0.01		0.17		(0.11	)		(0.28	)

F-29

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(19)    Stock Compensation

Employees’ stock option plan:    On January 27, 2000, the Company adopted the Commercial Capital Bancorp 2000 Stock Plan which is both an incentive and nonstatutory stock option plan in which options to purchase shares of the Company’s common stock are granted at the discretion of the board of directors to management, employees, and nonemployee directors. Under the plan, the Company may grant options for up to 3,000,000 shares of common stock. Purchase prices associated with the options are based on the Company’s estimate of the fair market value of the Company’s stock at the time the options are granted. The options, if not exercised, will expire ten years from the date they were granted. Upon certain change of control events, these options will become fully vested.

Other pertinent information relating to the plan follows:

	Six month ended June 30, 2002				Year ended December 31,
					2001				2000			1999
	Shares		Weighted average price		Shares		Weighted average price		Shares	Weighted average price		Shares	Weighted average price
	(Unaudited)
Under option, beginning of period	1,291,224		$	2.98	1,293,389		$	2.98	180,000	$	2.49	—	$	—
Issued	890,835			5.47	—			—	1,113,389		3.06	180,000		2.49
Terminated and canceled	(19,952	)		—	(2,165	)		3.09	—		—	—		—
Exercised	—			—	—			—	—		—	—		—
Under option, end of period	2,162,107			4.00	1,291,224			2.98	1,293,389		2.98	180,000		2.49
Options exercisable, end of period	1,285,555			3.05	1,134,906			2.70	1,045,888		2.51	180,000		2.49
Available for grant, end of period	837,893				1,708,776				1,706,611			—		—

In connection with the December 22, 2000 share exchange between the Company and the Bank discussed in note 2, recipients of options to purchase of Bank common stock exchanged their options for options to purchase Company shares. The exercise price and number of Company’s options were established based upon the relative exchange ratio used to determine the number of shares of Company common stock each participating stockholder received for each share of Bank common stock. There was accelerated vesting of the Bank options upon the share exchange with the Company in accordance with the terms of the Commercial Capital Bank 2000 Stock Plan.

In connection with the December 22, 2000 share exchange between the Company and FIPMC discussed in note 2, recipients of the options to purchase FIPMC common units exchanged their options for options to

F-30

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

purchase Company shares. The exercise price and number of options were established based upon the relative exchange ratio used to determine the number of shares of Company common stock each unitholder received for each FIPMC common unit. There was no acceleration of vesting associated with this option exchange.

The Company adopted SFAS No. 123, Accounting for Stock-Based Compensation, but elected to continue to apply the accounting provisions of Accounting Principles Board Opinion 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for its plan. Accordingly, no compensation cost has been recognized. Had compensation cost for the Company’s stock option plan been determined based on the fair value at the grant dates for awards under this plan consistent with the method of SFAS No. 123, the Company’s net income would have decreased by approximately $133,000, $43,000, $85,000, and $22,000, for the six months ended June 30, 2002 and 2001 and for the years ended December 31, 2001 and 2000, respectively. Basic and diluted earnings (loss) per share would have been $0.42, $0.40, and $0.01, $0.01 for the six months ended June 30, 2002 and 2001, respectively, and $0.18, $0.17 and $(0.08), $(0.08), respectively, for the years ended December 31, 2001 and 2000, respectively.

In determining the compensation amounts, the value of the options granted in 2002 and 2000 is estimated at the date of grant using the minimum value method prescribed in SFAS No. 123, using a risk-free interest rate of 4.45%, and 5.83%, an estimated life of the option of seven years, and no dividend rate on the stock.

Phantom Unit Awards and Restricted Stock Awards: In the first quarter of 1999, FIPMC established phantom unit award agreements (“Phantom Award Agreements”) whereby three key employees would receive compensation based on the increase in the fair value of FIPMC’s underlying units. Such compensation was to be paid to the employees at a future date in the form of partnership units or common stock of the Company. The Phantom Award Agreements were accounted for as a variable plan based on ratable vesting over a 5 year period. Compensation in the amount of $855,000 and $871,000 was charged to expense during the years ended December 31, 1999 and 2000, respectively.

On December 22, 2000, the Phantom Award Agreements were converted to restricted stock award agreements and the number of shares to be awarded was fixed at 468,000 shares. At the date the plan became a fixed plan, the fair value of the Company’s common stock was $5.17 and the vesting period for the remaining unvested portion was extended to 5 years with cliff vesting to occur at the end of the five year period or upon the occurrence of a change in control or the period subsequent to the lock-up period following an initial public offering (the “Ultimate Vesting Date”). No shares will be delivered to the key employees prior to the Ultimate Vesting Date. The Company is amortizing the remaining deferred compensation to expense related to the restricted stock plan over 5 years. At June 30, 2002 approximately $486,000 remains to be amortized into compensation expense.

(20)    Regulatory Capital Requirements

The Company and FIPMC are not subject to regulatory capital requirements. However, the Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possible additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

F-31

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the following table) of total risk-based capital and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I Capital (as defined) to adjusted assets (as defined) and tangible capital to tangible assets. Management believes, as of June 30, 2002, December 31, 2001 and 2000, that the Bank meets all capital adequacy requirements to which it is subject.

The Bank’s actual capital amounts and ratios are presented in the following table:

	Actual				For capital adequacy purposes				To be well capitalized under prompt corrective action provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(In thousands)
As of June 30, 2002 (Unaudited):
Total risk-based capital (to risk-weighted assets)	$	45,490	14.9	%	$	24,486	8.0	%	$	30,608	10.0	%
Tier I (Core) capital (to risk-weighted assets)		43,569	14.2			12,243	4.0			18,366	6.0
Tier I (Core) capital (to adjusted assets)		43,569	8.4			20,884	4.0			26,105	5.0
Tangible capital (to tangible assets)		43,569	8.4			7,831	1.5			N/A	N/A
As of December 31, 2001:
Total risk-based capital (to risk-weighted assets)	$	25,697	14.7	%	$	13,960	8.0	%	$	17,450	10.0	%
Tier I (Core) capital (to risk-weighted assets)		24,590	14.1			6,980	4.0			10,470	6.0
Tier I (Core) capital (to adjusted assets)		24,590	7.9			12,469	4.0			15,586	5.0
Tangible capital (to tangible assets)		24,590	7.9			4,676	1.5			N/A	N/A
As of December 31, 2000:
Total risk-based capital (to risk-weighted assets)	$	9,486	12.7	%	$	5,966	8.0	%	$	7,457	10.0	%
Tier I (Core) capital (to risk-weighted assets)		9,066	12.2			2,983	4.0			4,474	6.0
Tier I (Core) capital (to adjusted assets)		9,066	6.8			5,295	4.0			6,619	5.0
Tangible capital (to tangible assets)		9,066	6.8			1,986	1.5			N/A	N/A

F-32

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

(21)    Fair Value of Financial Instruments

The approximate fair value of the Company’s financial instruments is as follows at June 30, 2002, December 31, 2001 and 2000:

					December 31,
	June 30, 2002				2001				2000
	Carrying amount		Fair value		Carrying amount		Fair value		Carrying amount		Fair value
	(Unaudited)				(Dollars in thousands)
Financial assets:
Cash and cash equivalents	$	5,758	$	5,758	$	37,514	$	37,514	$	9,111	$	9,111
Securities		237,677		237,752		126,052		126,052		40,916		40,916
Loans, net		333,896		339,471		188,797		191,852		81,100		81,043
Loans held-for-sale		45,028		45,537		52,379		52,992		32,106		32,292
Accrued interest receivable		2,942		2,942		1,622		1,622		877		877
Financial liabilities:
Deposits		256,165		258,979		118,339		118,642		60,428		60,436
Securities sold under agreements to repurchase		106,689		106,689		78,752		78,752		14,535		14,535
FHLB advances		172,974		173,733		128,690		131,360		47,095		47,365
Warehouse line of credit		40,409		40,409		52,389		52,389		31,967		31,967
Notes payable		—		—		—		—		112		112
Trust Preferred Securities		35,000		35,000		15,000		15,000		—		—
Accrued interest payable		2,098		2,098		1,542		1,542		736		736

(22)    Parent Only Financial Information

The following Commercial Capital Bancorp (parent company only) financial information should be read in conjunction with the other notes to the consolidated financial statements:

Statements of Financial Condition

			December 31,
Assets	June 30, 2002		2001		2000
	(Dollars in thousands)
	(Unaudited)
Cash and cash equivalents	$	1,015	$	328	$	—
Securities available-for-sale		4,968		5,001		—
Investment in subsidiaries		67,580		40,885		24,178
Other assets		1,964		1,305		750
Total assets	$	75,527	$	47,519	$	24,928
Liabilities and Stockholders’ Equity
Note payable to subsidiary	$	36,080	$	15,465	$	—
Other borrowings		4,870		4,895		—
Other liabilities		1,166		357		175
Total liabilities		42,116		20,717		175
Stockholders’ equity		33,411		26,802		24,753
Total liabilities and stockholders’ equity	$	75,527	$	47,519	$	24,928

F-33

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

Statements of Operations
	Six months ended June 30						Year ended December 31
	2002			2001			2001			2000
	(Dollars in thousands)
	(Unaudited)
Interest income	$	172		$	—		$	11		$	—
Interest expense:
Borrowings		833			—			86			—
Amortization of FHLB mark-to-market		—			(75	)		(149	)		—
Net interest income (expense)		(661	)		75			74			—
Noninterest expense:
General and administrative expense		164			84			228			1,038
Goodwill amortization		—			371			748			—
Total noninterest expense		164			455			976			1,038
Loss before income tax benefit, dividends from subsidiaries, and equity in undistributed income of subsidiaries		(825	)		(380	)		(902	)		(1,038	)
Income tax benefit		347			4			63			743
Dividends from subsidiaries		—			263			637			—
Equity in undistributed earnings (loss) of subsidiaries		4,355			240			1,758			(227	)
Net income (loss)	$	3,877		$	127		$	1,556		$	(522	)
Statements of Cash Flows
	Six months ended June 30						Year ended December 31
	2002			2001			2001			2000
	(Dollars in thousands)
	(Unaudited)
Cash flows from operating activities:
Net income (loss)	$	3,877		$	127		$	1,556		$	(522	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in undistributed earnings (loss) of subsidiaries		(4,355	)		(240	)		(1,758	)		227
Deferred tax expense (benefit)		(29	)		(4	)		(62	)		(710	)
Amortization		19			296			—			—
Stock compensation expense		69			69			139			871
Decrease (increase) in other assets		(630	)		(11	)		(498	)		(40	)
Increase (decrease) in other liabilities		809			(436	)		182			174
Other		4			(100	)		(4	)		—
Net cash used in operating activities		(236	)		(299	)		(445	)		—
Cash flows from investing activities:
Investment in subsidiaries		(20,061	)		(646	)		(14,921	)		—
Acquisition of minority interest of subsidiary		—			—			(1,249	)		—
Dividends received from subsidiary		—			263			637			—
Acquisition of assets from subsidiary		—			(148	)		(148	)		—
Purchase of securities available-for-sale		—			—			(5,041	)		—
Proceeds from repayments of securities		134			—			4			—
Net cash used in investing activities		(19,927	)		(531	)		(20,718	)		—

F-34

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

Statements of Cash Flows

	Six months ended June 30,					Year ended December 31,
	2002			2001		2001		2000
	(Dollars in thousands)
	(Unaudited)
Cash flows from financing activities:
Common stock issued	$	1,232		$	842	$	1,596	$	—
Common stock purchased		(357	)		—		—		—
Proceeds from trust preferred securities issued by subsidiary		20,000			—		15,000		—
Net increase (decrease) in securities sold under agreements to repurchase		(25	)		—		4,895		—
Net cash provided by financing activities		20,850			842		21,491		—
Net increase in cash and cash equivalents		687			12		328		—
Cash and cash equivalents:
Beginning of period		328			—		—		—
End of period	$	1,015		$	12	$	328	$	—

(23)    Operating Segments

The Company’s primary operating segments consist of the Bank and FIPMC which are separate operating subsidiaries. See note 1 for descriptions of these two entities and their operations. The Bancorp and other category reflects holding company only operations and the elimination of intercompany transactions upon consolidation. Accounting policies followed by the operating segments are consistent with those followed on a consolidated basis. The Bank reimburses FIPMC for actual expenses incurred by FIPMC on the Bank’s behalf. Financial highlights by line of business were as follows:

	Six months ended June 30, 2002
	(Dollars in thousands)
	(Unaudited)
Condensed income statement	Bank		FIPMC		Bancorp/ other			Total
Net interest income after provision for loan losses	$	6,754	$	1,885	$	(438	)	$	8,201
Noninterest income		329		4,069		(1,905	)		2,493
Noninterest expense		2,523		1,343		166			4,032
Income taxes		1,890		1,949		(1,054	)		2,785
Net income	$	2,670	$	2,662	$	(1,455	)	$	3,877
Total assets	$	537,719	$	109,300	$	2,097		$	649,116

F-35

COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

June 30, 2002 (Unaudited) and December 31, 2001, 2000, and 1999

	Year ended December 31, 2001
	(Dollars in thousands)
Condensed income statement	Bank		FIPMC		Bancorp/ other			Total
Net interest income after provision for loan losses	$	4,411	$	1,370	$	164		$	5,945
Noninterest income		1,677		4,524		(1,259	)		4,942
Noninterest expense		3,753		2,778		976			7,507
Income taxes		964		1,290		(538	)		1,716
Income before minority interest		1,371		1,826		(1,533	)		1,664
Income allocated to minority interest		108		—		—			108
Net income	$	1,263	$	1,826	$	(1,533	)	$	1,556
Total assets	$	325,624	$	95,243	$	2,824		$	423,691

	Year ended December 31, 2000
	(Dollars in thousands)
Condensed income statement	Bank		FIPMC			Bancorp/ other			Total
Net interest income after provision for loan losses	$	—	$	5		$	—		$	5
Noninterest income		—		2,375			—			2,375
Noninterest expense		—		2,604			1,038			3,642
Income taxes		—		3			(743	)		(740	)
Net loss	$	—	$	(227	)	$	(295	)	$	(522	)
Total assets	$	133,077	$	34,791		$	13,639		$	181,507

Segment information for the year ended December 31, 1999 has not been presented since the Company’s operational results were derived entirely from FIPMC’s operations.

(24)    Subsequent Events

On August 28, 2002, the Company issued options to its directors and employees for the purchase of 825,000 shares at a weighted average exercise price of $9.70 per share. The fair market value of the shares was determined to be $9.00 at the date of issuance, based on recent contemporaneous cash transactions.

On July 1, 2002, the Company acquired from related parties Financial Institutional Partners, LLC (FIP, LLC), a NASD-regulated broker dealer, and its managing member, FIP, Inc. FIP, LLC was merged into FIP, Inc. and the corporate name was changed to ComCap Financial Services, Inc. A total of $79,000 in cash was paid to a related party who is an officer and director of the Company in order to acquire the broker dealer.

On July 23, 2002, the Bank entered into the following agreements with each of Messrs. Gordon, DePillo, Kavanaugh, Hagerty and Watson, and FIPMC entered into the following agreements with Mr. Williams; (1) a split dollar agreement, (2) a salary continuation agreement and (3) an executive bonus agreement.

Pursuant to the split dollar agreements, the Bank or FIPMC, as applicable, purchased life insurance policies for each executive and paid premiums on such policies. Each executive has the right to designate the beneficiary for his policy. Each executive has no right under the life insurance policies upon the executive’s termination for cause or voluntary termination prior to the executive’s sixtieth birthday.

F-36

Pursuant to the salary continuation agreements, the Bank or FIPMC, as applicable, agreed to pay certain benefits to each executive upon their retirement, involuntary termination, disability, or upon a change of control. Upon their retirement, defined as any termination of employment after the executive’s sixtieth birthday, the executives will be entitled to an annual benefit, payable in equal monthly installments for twenty years. The Bank and FIPMC have reserved the right to increase such benefit. Upon an involuntary termination or a disability, the executives will be entitled to a lump sum payment that increases over time depending on when the involuntary termination or disability occurs. An involuntary termination is defined as any termination prior to retirement other than an approved leave of absence, termination for cause, disability or any termination within twelve months following a change of control. In the event of a change of control, the executives will be entitled to an annual benefit for twenty years, payable in equal monthly installments, which payments will commence on the month following the executive’s sixtieth birthday. The benefit payable in connection with a change in control will be in lieu of any other benefit under the salary continuation agreements. A change of control is defined as a transfer of more than 50% of the Bank’s or FIPMC’s, as applicable, outstanding common stock to one entity or person followed within twelve months by the executive’s involuntary termination. All payments under the salary continuation agreements will cease upon the executive’s death.

Pursuant to the executive bonus agreements, the Bank or FIPMC, as applicable, agreed to pay each executive a bonus award for each calendar year equal to the executive’s economic benefit under the split dollar agreement divided by one minus the Bank’s or FIPMC’s, as applicable, marginal income tax rate for the calendar year preceding such payment. The Bank or FIPMC, as applicable, will continue to pay the bonus until the earlier of the executive’s voluntary termination, death or termination for cause. The Bank and FIPMC have the right to terminate the executive bonus agreements at any time.

F-37

                     SHARES

COMMERCIAL CAPITAL BANCORP, INC.

COMMON STOCK

PROSPECTUS

Sandler O’Neill & Partners, L.P. Friedman Billings Ramsey

                                         , 2002

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC registration fee	$	5,500
Nasdaq listing fee		105,000
NASD filing fee		6,500
Legal fees and expenses		350,000*
Accounting fees and expenses		130,000*
Printing		125,000*
Miscellaneous expenses		28,000*
Total	$	750,000*

* Estimated.

ITEM 14.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 3.15 of the Registrant’s Bylaws provides as follows:

Section 3.15    Indemnification of Agents of the Corporation: Purchase of Liability Insurance.

(a)    The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of the State of Nevada (the “Code”), indemnify each of its directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 3.15 a “director” of the corporation includes any person (i) who is or was serving at the request of the corporation as a director of another corporation, partnership, joint venture, trust or other enterprise, or (ii) who was a director of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

(b)    The corporation shall have the power, to the extent and in the manner permitted by the Code, to indemnify each of its officers, employees and agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an officer, employee or agent of the corporation. For purposes of this Section 3.15, an “officer,” “employee” or “agent” of the corporation includes any person (i) who is or was an officer, employee, or agent of the corporation, (ii) who is or was serving at the request of the corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an officer, employee or agent of the corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

(c)    Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is required pursuant to Section 3.15 shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnification party is not entitled to be indemnified as authorized in this Section 3.15. Expenses incurred in defending any civil or criminal action or proceeding for which indemnification is permitted pursuant to Section 3.15 may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Section 3.15.

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(d)    The indemnification provided by this Section 3.15 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the Articles of Incorporation.

(e)    The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was an agent of the corporation against any liability asserted against or incurred by such person in such capacity or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Section 3.15.

(f)    No indemnification or advance shall be made under this Section 3.15, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(1)    That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

(2)    That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

The Nevada General Corporation Law provides as follows:

78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

1.    A corporation may indemnify any 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, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he:

(a)    Is not liable pursuant to NRS 78.138; or

(b)    Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or 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 corporation, or that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

2.    A corporation may indemnify any 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 corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and

II-2

attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he:

(a)    Is not liable pursuant to NRS 78.138; or

(b)    Acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.

Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

3.    To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1.    Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

(a)    By the stockholders;

(b)    By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

(c)    If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or

(d)    If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

2.    The articles or incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

3.    The indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section:

(a)    Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles or incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another

II-3

capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

(b)    Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

78.752 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS.

1.    A corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses.

2.    The other financial arrangements made by the corporation pursuant to subsection 1 may include the following:

(a)    The creation of a trust fund.

(b)    The establishment of a program of self-insurance.

(c)    The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation.

(d)    The establishment of a letter of credit, guaranty or surety.

No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

3.    Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the board of directors, even if all or part of the other person’s stock or other securities is owned by the corporation.

4.    In the absence of fraud:

(a)    The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and

(b)    The insurance or other financial arrangement:

(1)    Is not void or voidable; and

(2)    Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

5.    A corporation or its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not subject to the provisions of Title 57 of NRS.

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ITEM 15.    RECENT SALES OF UNREGISTERED SECURITIES

Since August 1, 1999, we have completed the following sales of unregistered securities:

From March 27, 2001 to June 14, 2002, we sold 529,330 shares of common stock to 32 private investors for aggregate proceeds of approximately $2,850,000. We relied on the exemption from the registration requirements set forth in Section 4(2) of the Securities Act of 1933, as amended.

We have granted 2,967,526 options to purchase shares of our common stock with exercise prices ranging from $2.454 to $9.90 to our directors, officers and employees in reliance upon an exemption under the Securities Act of 1933 pursuant to Rule 701.

On December 22, 2000, in connection with our reorganization, we issued 8,546,866 shares of common stock to senior common unitholders and preferred unitholders of FIPMC and to shareholders of the Bank. We relied on the exemption from the registration requirements set forth in Section 4(2) of the Securities Act of 1933, as amended.

On November 28, 2001, our special purpose business trust, CCB Capital Trust I, issued $15,000,000 of trust preferred securities in a private placement offering for which Sandler O’Neill & Partners L.P. acted as placement agent. In connection with this transaction, we issued certain junior subordinated debentures and guarantees. We and CCB Capital Trust I relied on the exemption from the registration requirements set forth in Section 4(2) of the Securities Act of 1933, as amended.

On March 15, 2002, our special purpose business trust, CCB Capital Trust III, issued $5,000,000 of trust preferred securities in a private placement offering to one investor. In connection with this transaction, we issued certain junior subordinated debentures and guarantees. We and CCB Capital Trust III relied on the exemption from the registration requirements set forth in Rule 144A and Section 4(2) of the Securities Act of 1933, as amended.

On March 26, 2002, our wholly-owned financing trust, CCB Statutory Trust II, issued $15,000,000 of trust preferred securities in a private placement offering for which Keefe, Bruyette & Woods, Inc. and FTN Financial, acted as placement agent. In connection with this transaction, we issued certain junior subordinated debentures and guarantees. We and CCB Statutory Trust II relied on the exemption from the registration requirements set forth in Rule 144A of the Securities Act of 1933, as amended.

ITEM 16.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The exhibits and financial statement schedules filed as a part of this Registration Statement are as follows:

(a)    List of Exhibits:

Exhibit No.	Exhibit
1.0	Form of Underwriting Agreement.
3.1	Articles of Incorporation of Commercial Capital Bancorp, Inc., as amended.
3.2	Bylaws of Commercial Capital Bancorp, Inc., as amended.
4.0	Specimen stock certificate of Commercial Capital Bancorp, Inc.
4.1	Indenture dated November 28, 2001 between Commercial Capital Bancorp, Inc. and Wilmington Trust Company.
4.2	Indenture dated March 15, 2002 between Commercial Capital Bancorp, Inc. and Wells Fargo Bank, National Association.
4.3	Indenture dated March 26, 2002 between Commercial Capital Bancorp, Inc. and State Street Bank & Trust Company of Connecticut, N.A.

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Exhibit No.	Exhibit
5.0	Opinion of Kelley Drye & Warren LLP.
10.1	Commercial Capital Bancorp, Inc. 2000 Stock Plan.
10.2	Warehousing Credit and Security Agreement between Financial Institutional Partners Mortgage Corporation and Residential Funding Corporation.*
10.3	Employment Agreement dated September 13, 2001 between Commercial Capital Bancorp, Inc. and Stephen H. Gordon. (1)
10.4	Employment Agreement dated September 13, 2001 between Commercial Capital Bank, FSB and Stephen H. Gordon. (1)
10.5	Employment Agreement dated September 13, 2001 between Commercial Capital Bancorp, Inc. and Scott F. Kavanaugh. (2)
10.6	Employment Agreement dated September 13, 2001 between Commercial Capital Bank, FSB and Scott F. Kavanaugh. (3)
10.7	Amended and Restated Declaration of Trust among Commercial Capital Bancorp, Inc., Wilmington Trust Company and the Administrative Trustees of CCB Capital Trust I dated November 28, 2001.
10.8	Amended and Restated Declaration of Trust among Commercial Capital Bancorp, Inc., Wells Fargo Bank, National Association, First Union Trust Company and the Administrative Trustees of CCB Capital Trust III dated March 15, 2002.
10.9	Amended and Restated Declaration of Trust among Commercial Capital Bancorp, Inc., State Street Bank & Trust Company of Connecticut, N.A. and the Administrative Trustees of CCB Statutory Trust II dated March 26, 2002.
10.10	Guarantee Agreement between Commercial Capital Bancorp, Inc. and Wilmington Trust Company dated November 28, 2001.
10.11	Guarantee Agreement between Commercial Capital Bancorp, Inc. and Wells Fargo Bank, National Association dated March 15, 2002.
10.12	Guarantee Agreement between Commercial Capital Bancorp, Inc. and State Street Bank & Trust Company of Connecticut, N.A. dated March 26, 2002.
10.13	Membership Interest Purchase Agreement dated as of July 1, 2002 among Stephen H. Gordon, David S. DePillo, Scott F. Kavanaugh and Kerry C. Kavanaugh of the Kavanaugh Family Trust, dated November 20, 1995, and Commercial Capital Bancorp, Inc.
10.14	Split Dollar Agreement dated July 26, 2002 between Commercial Capital Bank, FSB and Stephen H. Gordon. (4)(5)
10.15	Salary Continuation Agreement dated July 26, 2002 between Commercial Capital Bank, FSB and Stephen H. Gordon.(4)(5)
10.16	Executive Bonus Agreement dated July 26, 2002 between Commercial Capital Bank, FSB and Stephen H. Gordon. (4)(5)
21.0	Subsidiaries of the Registrant.
23.1	Consent of Kelley Drye & Warren LLP (included in Exhibit 5.0).
23.2	Consent of KPMG LLP.
24.1	Power of Attorney (included on signature page to Registration Statement).

*      To be filed by amendment.

(1) Each of the Registrant and Commercial Capital Bank, FSB has entered into substantially identical agreements with Mr. DePillo.

(2) The Registrant has entered into substantially identical agreements with Messrs. Kavanaugh, Hagerty, Watson, Williams and Sanchez, with the only differences being with respect to titles and salary.

(3) Commercial Capital Bank, FSB has entered into substantially identical agreements with Messrs. Kavanaugh, Hagerty, Watson and Sanchez, with the only differences being with respect to titles and salary.

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(4) Commercial Capital Bank, FSB has entered into substantially identical agreements with Messrs. DePillo, Kavanaugh, Hagerty and Watson, with the only differences being the amounts paid under each agreement.

(5) Financial Institutional Partners Mortgage Corporation has entered into a substantially similar agreement with Mr. Williams, with the only differences being the amounts paid under each agreement.

(b)    Financial Statement Schedules.

All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.

ITEM 17.    UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1)    For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2)    That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described under Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(4)    The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California on the 16^th day of September of 2002.

COMMERCIAL CAPITAL BANCORP, INC.
By:	/s/     Stephen H. Gordon
	Stephen H. Gordon Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Each of the directors and/or officers of the Registrant whose signature appears below hereby appoints Stephen H. Gordon and Christopher G. Hagerty, and each of them severally, as his or her attorney-in-fact to sign in his or her name and behalf, in any and all capacities stated below and to file with the Securities and Exchange Commission any and all amendments, including post-effective amendments, to this Registration Statement on Form S-1, and any Registration Statement relating to the same offering as this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, making such changes in the Registration Statement as appropriate, and generally to do all such things in their behalf in their capacities as directors and/or officers to enable the Registrant to comply with the provisions of the Securities Act of 1933 and all requirements of the Securities and Exchange Commission.

Name	Title	Date
/s/    Stephen H. Gordon       Stephen H. Gordon	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	September 16, 2002
/s/    David S. DePillo David S. DePillo	President, Chief Operating Officer and Director	September 16, 2002
/s/    Scott F. Kavanaugh Scott F. Kavanaugh	Executive Vice President, Chief Administrative Officer and Director	September 16, 2002
/s/    Christopher G. Hagerty Christopher G. Hagerty	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	September 16, 2002
/s/    Kenneth A. Barnett Kenneth A. Barnett	Director	September 16, 2002
/s/    James G. Brakke James G. Brakke	Director	September 16, 2002
/s/    Robert J. Shackleton Robert J. Shackleton	Director	September 16, 2002
/s/    Barney R. Northcote Barney R. Northcote	Director	September 16, 2002

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EX-1.0

                                                                    Exhibit 1.0

                                   _____Shares

                        Commercial Capital Bancorp, Inc.

                                  Common Stock
                           par value $0.001 per share

- --------------------------------------------------------------------------------

                             Underwriting Agreement
                             ----------------------

                                                               ________ __, 2002

Sandler O'Neill & Partners, L.P.,
Friedman, Billings, Ramsey & Co., Inc.
     As representative of the several Underwriters
         named in Schedule I hereto,
c/o Sandler O'Neill & Partners, L.P.,
919 Third Avenue, 6th Floor,
New York, New York  10022.

Ladies and Gentlemen:

         Commercial Capital Bancorp, Inc., a Nevada corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of ________ shares (the "Firm Shares") and, at the election of the Underwriters,
up to _______ additional shares (the "Optional Shares") of the common stock, par
value $0.001 per share ("Stock") of the Company (the Firm Shares and the
Optional Shares that the Underwriters elect to purchase pursuant to Section 2
hereof being collectively called the "Shares").

     1. (a) The Company represents and warrants to, and agrees with, each of the
Underwriters that:

          (i) A registration statement on Form S-1 (File No. 333-) (the "Initial
     Registration Statement") in respect of the Shares has been filed with the
     Securities and Exchange Commission (the "Commission"); the Initial
     Registration Statement and any post-effective amendment thereto, each in
     the form heretofore delivered to you, and, excluding exhibits thereto,
     delivered to you for each of the other Underwriters, have been declared
     effective by the Commission in such form; other than a registration
     statement, if any, increasing the size of the offering (a "Rule 462(b)
     Registration Statement"), filed pursuant to Rule 462(b) under the
     Securities Act of 1933, as amended (the "Act"), which became effective upon
     filing, no other document with respect to the Initial Registration
     Statement has heretofore been filed with the Commission; and no stop order
     suspending the effectiveness of the Initial Registration Statement, any
     post-effective amendment thereto or the Rule 462(b) Registration Statement,
     if any, has been






     issued and no proceeding for that purpose has been initiated or threatened
     by the Commission (any preliminary prospectus included in the Initial
     Registration Statement or filed with the Commission pursuant to Rule 424(a)
     of the rules and regulations of the Commission under the Act, is
     hereinafter called a "Preliminary Prospectus"; the various parts of the
     Initial Registration Statement and the Rule 462(b) Registration Statement,
     if any, including all exhibits thereto and including the information
     contained in the form of final prospectus filed with the Commission
     pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
     hereof and deemed by virtue of Rule 430A under the Act to be part of the
     Initial Registration Statement at the time it was declared effective, each
     as amended at the time such part of the Initial Registration Statement
     became effective or such part of the Rule 462(b) Registration Statement, if
     any, became or hereinafter becomes effective, are hereinafter collectively
     called the "Registration Statement"; and such final prospectus, in the form
     first filed pursuant to Rule 424(b) under the Act, is hereinafter called
     the "Prospectus";

          (ii) No order preventing or suspending the use of any Preliminary
     Prospectus has been issued by the Commission, and each Preliminary
     Prospectus, at the time of filing thereof, conformed in all material
     respects to the requirements of the Act and the rules and regulations of
     the Commission thereunder, and did not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; provided,
     however, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by an Underwriter through
     Sandler O'Neill & Partners, L.P. expressly for use therein;

          (iii) The Registration Statement conforms, and the Prospectus and any
     further amendments or supplements to the Registration Statement or the
     Prospectus will conform, in all material respects to the requirements of
     the Act and the rules and regulations of the Commission thereunder and do
     not and will not, as of the applicable effective date as to the
     Registration Statement and any amendment thereto, and as of the applicable
     filing date as to the Prospectus and any amendment or supplement thereto,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the Company
     by an Underwriter through Sandler O'Neill & Partners, L.P. expressly for
     use therein;

          (iv) Neither the Company nor any of its subsidiaries has sustained
     since the date of the latest audited financial statements included in the
     Prospectus any material loss or interference with its business from fire,
     explosion, flood or other calamity, whether or not covered by insurance, or
     from any labor dispute or court or governmental action, order or decree,
     otherwise than as set forth or contemplated in the Prospectus; and, since
     the respective dates as of which information is given in the Registration
     Statement and the

                                      - 2 -




     Prospectus, there has not been any change in the capital stock or long-term
     debt of the Company or any of its subsidiaries or any material adverse
     change, or any development involving a prospective material adverse change,
     in or affecting the general affairs, management, financial position,
     stockholders' equity or results of operations of the Company and its
     subsidiaries, otherwise than as set forth or contemplated in the
     Prospectus;

          (v) The Company and its subsidiaries have good and marketable title in
     fee simple to all real property and good and marketable title to all
     personal property owned by them, in each case free and clear of all liens,
     encumbrances and defects except such as are described in the Prospectus or
     such as do not materially affect the value of such property and do not
     interfere with the use made and proposed to be made of such property by the
     Company and its subsidiaries; and any real property and buildings held
     under lease by the Company and its subsidiaries are held by them under
     valid, subsisting and enforceable leases with such exceptions as are not
     material and do not interfere with the use made and proposed to be made of
     such property and buildings by the Company and its subsidiaries;

          (vi) The Company is a registered savings and loan holding company
     under the Home Owners' Loan Act and has been duly incorporated and is
     validly existing as a corporation in good standing under the laws of the
     State of Nevada, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Prospectus, and has
     been duly qualified as a foreign corporation for the transaction of
     business and is in good standing under the laws of each other jurisdiction
     in which it owns or leases properties or conducts any business so as to
     require such qualification, or is subject to no material liability or
     disability by reason of the failure to be so qualified in any such
     jurisdiction;

          (vii) Each subsidiary of the Company either has been duly incorporated
     and is validly existing as a corporation or has been duly chartered and is
     validly existing as a federal savings bank, in each case in good standing
     under the laws of the jurisdiction of its organization, with power and
     authority (corporate and other) to own its properties and conduct its
     business as described in the Prospectus, and has been duly qualified as a
     foreign corporation for the transaction of business and is in good standing
     under the laws of each other jurisdiction in which it owns or leases
     properties or conducts any business so as to require such qualification, or
     is subject to no material liability or disability by reason of the failure
     to be so qualified in any such jurisdiction; the activities of the
     subsidiaries of Commercial Capital Bank, FSB, a federally chartered and
     insured stock savings bank (the "Bank"), are activities permitted to
     subsidiaries of a federally chartered savings bank under applicable law and
     the rules and regulations of the Office of Thrift Supervision (the "OTS")
     set forth in Chapter V of Title 12 of the Code of Federal Regulations and
     the deposit accounts of the Bank are insured up to the applicable limits by
     the Federal Deposit Insurance Corporation (the "FDIC");




                                      - 3 -




          (viii) The Company has an authorized capitalization as set forth in
     the Prospectus, and all of the issued shares of capital stock of the
     Company have been duly and validly authorized and issued, are fully paid
     and nonassessable and conform to the description of the Stock contained in
     the Prospectus; and all of the issued shares of capital stock of each
     subsidiary of the Company have been duly and validly authorized and issued,
     are fully paid and nonassessable and are owned directly or indirectly by
     the Company, free and clear of all liens, encumbrances, equities or claims;

          (ix) The unissued Shares to be issued and sold by the Company to the
     Underwriters hereunder have been duly and validly authorized and, when
     issued and delivered against payment therefor as provided herein, will be
     duly and validly issued and fully paid and nonassessable and will conform
     to the description of the Stock contained in the Prospectus;

          (x) Except as described in the Prospectus, (A) there are no
     outstanding rights (contractual or otherwise), warrants or options to
     acquire, or instruments convertible into or exchangeable for, or agreements
     or understandings with respect to the sale or issuance of, any shares of
     capital stock of or other equity interest in the Company; and (B) there are
     no contracts, agreements or understandings between the Company and any
     person granting such person the right to require the Company to file a
     registration statement under the Act or otherwise register any securities
     of the Company owned or to be owned by such person;

          (xi) The issue and sale of the Shares by the Company and the
     compliance by the Company with all of the provisions of this Agreement and
     the consummation of the transactions herein contemplated will not conflict
     with or result in a breach or violation of any of the terms or provisions
     of, or constitute a default under, any indenture, mortgage, deed of trust,
     loan agreement or other agreement or instrument to which the Company or any
     of its subsidiaries is a party or by which the Company or any of its
     subsidiaries is bound or to which any of the property or assets of the
     Company or any of its subsidiaries is subject, nor will such action result
     in any violation of the provisions of the charter or by-laws of the Company
     or any statute or any order, rule or regulation of any federal, state,
     local or foreign court, regulatory authority or governmental agency or body
     (each, a "Governmental Entity") having jurisdiction over the Company or any
     of its subsidiaries or any of their properties; and no consent, approval,
     authorization, order, registration or qualification of or with any such
     Governmental Entity is required for the issue and sale of the Shares or the
     consummation by the Company of the transactions contemplated by this
     Agreement, except the registration under the Act of the Shares and such
     consents, approvals, authorizations, registrations or qualifications as may
     be required under state securities or Blue Sky laws in connection with the
     purchase and distribution of the Shares by the Underwriters;

          (xii) Neither the Company nor any of its subsidiaries is in violation
     of its charter or by-laws or in default in the performance or observance of
     any material obligation, agreement, covenant or condition contained in any
     indenture,

                                      - 4 -




     mortgage, deed of trust, loan agreement, note, lease or other agreement or
     instrument to which it is a party or by which it or any of its properties
     may be bound;

          (xiii) The statements set forth in the Prospectus under the caption
     "Description of Capital Stock", insofar as they purport to constitute a
     summary of the terms of the Stock, under the captions "Regulation,"
     "Management - Employment Agreements," "Management - 2000 Stock Plan" and
     under the caption "Underwriting", insofar as they purport to describe the
     provisions of the laws and documents referred to therein, are accurate,
     complete and fair;

          (xiv) Except as disclosed in the Prospectus, the Company and its
     subsidiaries are conducting their respective businesses in compliance in
     all material respects with all federal, state, local and foreign statutes,
     laws, rules, regulations, decisions, directives and orders applicable to
     them (including, without limitation, all regulations and orders of, or
     agreements with, the OTS and the FDIC, the Equal Credit Opportunity Act,
     the Fair Housing Act, the Community Reinvestment Act, the Home Mortgage
     Disclosure Act, all other applicable fair lending laws or other laws
     relating to discrimination and the Bank Secrecy Act and Title III of the
     U.S.A. Patriot Act), and neither the Company nor any of its subsidiaries
     has received any communication from any Governmental Entity asserting that
     the Company or any of its subsidiaries is not in compliance with any
     statute, law, rule, regulation, decision, directive or order;

          (xv) Other than as set forth in the Prospectus, there are no legal or
     governmental actions, suits, investigations or proceedings before or by any
     Governmental Entity, now pending or, to the best of the Company's
     knowledge, threatened or contemplated by Governmental Entities or
     threatened by others, to which the Company or any of its subsidiaries is a
     party or of which any property of the Company or any of its subsidiaries is
     the subject (A) that is required to be disclosed in the Registration
     Statement by the Act or by the rules and regulations of the Commission
     thereunder and not disclosed therein, or (B) which, if determined adversely
     to the Company or any of its subsidiaries, would individually or in the
     aggregate have a material adverse effect on the business, properties,
     assets, current or future consolidated financial position, business
     prospects, stockholders' equity or results of operations of the Company and
     its subsidiaries taken as a whole, or on the ability of the Company to
     consummate the transactions contemplated herein (a "Material Adverse
     Effect"); all pending legal or governmental proceedings to which the
     Company or any of its subsidiaries is a party, or with respect to which any
     of their property is subject, that are not described in the Registration
     Statement, including ordinary routine litigation incidental to their
     respective businesses, would not have a Material Adverse Effect; and there
     are no contracts or documents of the Company or any of its subsidiaries
     that are required to be described in the Registration Statement or to be
     filed as exhibits thereto by the Act or by the rules and regulations of the
     Commission thereunder which have not been so described and filed;

          (xvi) Each of the Company and its subsidiaries possess all permits,
     licenses, approvals, consents and other authorizations of (collectively,




                                      - 5 -




     "Governmental Licenses") and has made all filings, applications and
     registrations with, all Governmental Entities that are required in order to
     permit the Company or such subsidiary to conduct its business as presently
     conducted; the Company and its subsidiaries are in compliance with the
     terms and conditions of all such Governmental Licenses, except where the
     failure so to comply would not, individually or in the aggregate, have a
     Material Adverse Effect; all of the Governmental Licenses are valid and in
     full force and effect, except where the invalidity of such Governmental
     Licenses or the failure of such Governmental Licenses to be in full force
     and effect would not, individually or in the aggregate, have a Material
     Adverse Effect; and neither the Company nor any of its subsidiaries has
     received any notice of proceedings relating to the revocation or
     modification of any such Governmental Licenses which, individually or in
     the aggregate, if the subject of an unfavorable decision, ruling or
     finding, would result in a Material Adverse Effect;

          (xvii) Neither the Company nor any of its subsidiaries is a party to
     or subject to any order, decree, agreement, memorandum of understanding or
     similar arrangement with, or a commitment letter, supervisory letter or
     similar submission to, any Governmental Entity charged with the supervision
     or regulation of depository institutions or engaged in the insurance of
     deposits (including the FDIC) or the supervision or regulation of it or any
     of its subsidiaries and neither the Company nor any of its subsidiaries has
     been advised by any such Governmental Entity that such Governmental Entity
     is contemplating issuing or requesting (or is considering the
     appropriateness of issuing or requesting) any such order, decree,
     agreement, memorandum of understanding, commitment letter, supervisory
     letter or similar submission;

          (xviii) Each of the Company and its subsidiaries is in compliance in
     all material respects with all applicable federal, state and local
     environmental laws and regulations, including, without limitation, those
     applicable to emissions to the environment, waste management, and waste
     disposal (collectively, the "Environmental Laws"), except where such
     noncompliance would not be reasonably likely to have a Material Adverse
     Effect, or except as disclosed in the Prospectus, and to the knowledge of
     the Company, there are no circumstances that would prevent, interfere with
     or materially increase the cost of such compliance in the future;

          (xix) Except as disclosed in the Prospectus, there is no claim under
     any Environmental Law, including common law, pending or, to the best
     knowledge of the Company, threatened against the Company (an "Environmental
     Claim"), which would be reasonably likely to have a Material Adverse
     Effect, and, to the knowledge of the Company, under applicable law, there
     are no past or present actions, activities, circumstances, events or
     incidents, including, without limitation, releases of any material into the
     environment, that are reasonably likely to form the basis of any
     Environmental Claim against the Company or its subsidiaries which would be
     reasonably likely to have a Material Adverse Effect;

          (xx) The Company and each of its subsidiaries own or possess adequate
     rights to use all material patents, patent applications, trademarks,




                                      - 6 -




     service marks, trade names, trademark registrations, service mark
     registrations, copyrights and licenses necessary for the conduct of their
     respective businesses and have no reason to believe that the conduct of
     their respective businesses will conflict with, and have not received any
     notice of any claim of conflict with, any such rights of others;

          (xxi) No relationship, direct or indirect, exists between or among the
     Company on the one hand, and the directors, officers, customers or
     suppliers of the Company on the other hand, which is required to be
     described in the Registration Statement by the Act or by the rules and
     regulations of the Commission thereunder which has not been so described;

          (xxii) The statistical and market related data contained in the
     Prospectus and Registration Statement are based on or derived from sources
     which the Company believes are reliable and accurate;

          (xxiii) The Company is not and, after giving effect to the offering
     and sale of the Shares, will not be an "investment company" or an entity
     "controlled" by an "investment company", as such terms are defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act");
     and

          (xxiv) KPMG LLP, who have certified certain financial statements of
     the Company and its subsidiaries, are independent public accountants as
     required by the Act and the rules and regulations of the Commission
     thereunder.

     (b) The Bank represents and warrants to, and agrees with, each of the
Underwriters that:

          (i) The Bank has been duly chartered and is validly existing as a
     federal savings bank in good standing under the laws of the United States,
     with power and authority (corporate and other) to own its properties and
     conduct its business as described in the Prospectus, and has been duly
     qualified as a foreign corporation for the transaction of business and is
     in good standing under the laws of each other jurisdiction in which it owns
     or leases properties or conducts any business so as to require such
     qualification, or is subject to no material liability or disability by
     reason of the failure to be so qualified in any such jurisdiction;

          (ii) Neither the Bank nor any of its subsidiaries is in violation of
     its federal stock charter, by-laws or other charter documents or in default
     in the performance or observance of any material obligation, agreement,
     covenant or condition contained in any contract, indenture, mortgage, deed
     of trust, loan agreement, note, lease or other agreement or instrument to
     which the Bank or any of its subsidiaries is a party or by which it or any
     of them may be bound, or to which any of the property of the Bank or any of
     its subsidiaries is subject; and

          (iii) The execution, delivery and performance of this Agreement by the
     Bank and the compliance by the Bank with all of the provisions of this
     Agreement and the consummation of the transactions herein contemplated will
     not conflict

                                      - 7 -




     with or result in a breach or violation of any of the terms or provisions
     of, or constitute a default under, any indenture, mortgage, deed of trust,
     loan agreement or other agreement or instrument to which the Bank or any of
     its subsidiaries is a party or by which the Bank or any of its subsidiaries
     is bound or to which any of the property or assets of the Bank or any of
     its subsidiaries is subject, nor will such action result in any violation
     of the provisions of the charter or by-laws of the Bank or any statute or
     any order, rule or regulation of any court or governmental agency or body
     having jurisdiction over the Bank or any of its subsidiaries or any of
     their properties.

     2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to issue and sell to each of the Underwriters, and each of the
Underwriters agrees, severally and not jointly, to purchase from the Company, at
a purchase price per share of $__________, the number of Firm Shares set forth
opposite the name of such Underwriter in Schedule I hereto and (b) in the event
and to the extent that the Underwriters shall exercise the election to purchase
Optional Shares as provided below, the Company agrees to issue and sell to each
of the Underwriters, and each of the Underwriters agrees, severally and not
jointly, to purchase from the Company, at the purchase price per share set forth
in clause (a) of this Section 2, that portion of the number of Optional Shares
as to which such election shall have been exercised (to be adjusted by you so as
to eliminate fractional shares) determined by multiplying such number of
Optional Shares by a fraction, the numerator of which is the maximum number of
Optional Shares which such Underwriter is entitled to purchase as set forth
opposite the name of such Underwriter in Schedule I hereto and the denominator
of which is the maximum number of Optional Shares that all of the Underwriters
are entitled to purchase hereunder.

     The Company hereby grants to the Underwriters the right to purchase at
their election up to _________Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may be exercised only by written notice from you to the Company,
given within a period of 30 calendar days after the date of this Agreement,
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.

     3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

     4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Sandler O'Neill & Partners, L.P. may request upon at least forty-eight
hours' prior notice to the Company shall be delivered by or on behalf of the
Company to Sandler O'Neill & Partners, L.P., through the facilities of the
Depository Trust Company ("DTC"), for the account of such Underwriter, against
payment by or on behalf of such Underwriter of the purchase price therefor by
wire transfer of Federal (same day) funds to the account

                                      - 8 -



specified by the Company, to Sandler O'Neill & Partners, L.P. at least
forty-eight hours in advance. The Company will cause the certificates
representing the Shares to be made available for checking and packaging at least
twenty-four hours prior to the Time of Delivery (as defined below) with respect
thereto at the office of DTC or its designated custodian (the "Designated
Office"). The time and date of such delivery and payment shall be, with respect
to the Firm Shares, 9:30 a.m., Eastern Time, on ______ __, 2002 or such other
time and date as Sandler O'Neill & Partners, L.P. and the Company may agree upon
in writing, and, with respect to the Optional Shares, 9:30 a.m., Eastern Time,
on the date specified by Sandler O'Neill & Partners, L.P. in the written notice
given by Sandler O'Neill & Partners, L.P. of the Underwriters' election to
purchase such Optional Shares, or such other time and date as Sandler O'Neill &
Partners, L.P. and the Company may agree upon in writing. Such time and date for
delivery of the Firm Shares is herein called the "First Time of Delivery", such
time and date for delivery of the Optional Shares, if not the First Time of
Delivery, is herein called the "Second Time of Delivery", and each such time and
date for delivery is herein called a "Time of Delivery".

     (b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross receipt
for the Shares and any additional documents requested by the Underwriters
pursuant to Section 7(k) hereof, will be delivered at the offices of Sullivan &
Cromwell, 1888 Century Park East, Los Angeles, California, 90067 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing Location at 2:00
p.m., Pacific Time, on the New York Business Day next preceding such Time of
Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Section 4, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.

     5. The Company agrees with each of the Underwriters:

     (a) To prepare the Prospectus in a form approved by you and to file such
Prospectus pursuant to Rule 424(b) under the Act not later than the Commission's
close of business on the second business day following the execution and
delivery of this Agreement, or, if applicable, such earlier time as may be
required by Rule 430A(a)(3) under the Act; to make no further amendment or any
supplement to the Registration Statement or Prospectus which shall be
disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the
Registration Statement has been filed or becomes effective or any supplement to
the Prospectus or any amended Prospectus has been filed and to furnish you with
copies thereof; to advise you, promptly after it receives notice thereof, of the
issuance by the Commission of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or prospectus, of the
suspension of the qualification of the Shares for offering or sale in any
jurisdiction, of the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or supplementing
of the Registration Statement or Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or
suspending the use of any Preliminary Prospectus or

                                      - 9 -




prospectus or suspending any such qualification, promptly to use its best
efforts to obtain the withdrawal of such order;

     (b) Promptly from time to time to take such action as you may reasonably
request to qualify the Shares for offering and sale under the securities laws of
such jurisdictions as you may request and to comply with such laws so as to
permit the continuance of sales and dealings therein in such jurisdictions for
as long as may be necessary to complete the distribution of the Shares, provided
that in connection therewith the Company shall not be required to qualify as a
foreign corporation or to file a general consent to service of process in any
jurisdiction;

     (c) Prior to 10:00 a.m., Eastern Time, on the New York Business Day next
succeeding the date of this Agreement and from time to time, to furnish the
Underwriters with copies of the Prospectus in New York City in such quantities
as you may reasonably request, and, if the delivery of a prospectus is required
at any time prior to the expiration of nine months after the time of issue of
the Prospectus in connection with the offering or sale of the Shares and if at
such time any event shall have occurred as a result of which the Prospectus as
then amended or supplemented would include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made
when such Prospectus is delivered, not misleading, or, if for any other reason
it shall be necessary during such period to amend or supplement the Prospectus
in order to comply with the Act, to notify you and upon your request to prepare
and furnish without charge to each Underwriter and to any dealer in securities
as many copies as you may from time to time reasonably request of an amended
Prospectus or a supplement to the Prospectus which will correct such statement
or omission or effect such compliance, and in case any Underwriter is required
to deliver a prospectus in connection with sales of any of the Shares at any
time nine months or more after the time of issue of the Prospectus, upon your
request but at the expense of such Underwriter, to prepare and deliver to such
Underwriter as many copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;

     (d) To make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after the effective
date of the Registration Statement (as defined in Rule 158(c) under the Act), an
earnings statement of the Company and its subsidiaries (which need not be
audited) complying with Section 11(a) of the Act and the rules and regulations
thereunder (including, at the option of the Company, Rule 158);

     (e) During the period beginning from the date hereof and continuing to and
including the date 180 days after the date of the Prospectus, not to, and not to
allow any of its directors or executive officers to, offer, sell, contract to
sell or otherwise dispose of, except as provided hereunder, any securities of
the Company that are substantially similar to the Shares, including but not
limited to any securities that are convertible into or exchangeable for, or that
represent the right to receive, Stock or any such substantially similar
securities (other than pursuant to employee stock option plans existing on, or
upon the conversion or exchange of convertible or exchangeable securities
outstanding as of, the date of this Agreement), without your prior written
consent;

                                     - 10 -




     (f) To furnish to its stockholders as soon as practicable after the end of
each fiscal year an annual report (including a balance sheet and statements of
income, stockholders' equity and cash flows of the Company and its consolidated
subsidiaries certified by independent public accountants) and, as soon as
practicable after the end of each of the first three quarters of each fiscal
year (beginning with the fiscal quarter ending after the effective date of the
Registration Statement), to make available to its stockholders consolidated
summary financial information of the Company and its subsidiaries for such
quarter in reasonable detail;

     (g) During a period of five years from the effective date of the
Registration Statement, to furnish to you copies of all reports or other
communications (financial or other) furnished to stockholders, and to deliver to
you (i) as soon as they are available, copies of any reports and financial
statements furnished to or filed with the Commission or any national securities
exchange on which any class of securities of the Company is listed; and (ii)
such additional information concerning the business and financial condition of
the Company as you may from time to time reasonably request (such financial
statements to be on a consolidated basis to the extent the accounts of the
Company and its subsidiaries are consolidated in reports furnished to its
stockholders generally or to the Commission);

     (h) To use the net proceeds received by it from the sale of the Shares
pursuant to this Agreement in the manner specified in the Prospectus under the
caption "Use of Proceeds";

     (i) If the Company elects to rely on Rule 462(b), the Company shall file a
Rule 462(b) Registration Statement with the Commission in compliance with Rule
462(b) by 10:00 p.m., Eastern Time on the date of this Agreement, and the
Company shall at the time of filing either pay to the Commission the filing fee
for the Rule 462(b) Registration Statement or give irrevocable instructions for
the payment of such fee pursuant to Rule 111(b) under the Act;

     (j) To use its best efforts to list for quotation the Shares on the Nasdaq
National Market System;

     (k) To file with the Commission such information on Form 10-Q or Form 10-K
as may be required by Rule 463 under the Act; and

     (l) During the period beginning on the date hereof and ending on the later
of the fifth anniversary of the First Time of Delivery or the date on which the
Underwriters receive full payment in satisfaction of any claim for
indemnification or contribution to which they may be entitled pursuant to
Section 8 of this Agreement, neither the Company nor the Bank shall, without the
prior written consent of the Representative, take or permit to be taken any
action that could result in the Bank's common stock becoming subject to any
security interest, mortgage, pledge, lien or encumbrance; provided, however,
that this covenant shall be null and void if the OTS, or any other federal
agency having jurisdiction over the Bank, by regulation, policy statement or
interpretive release or by written order or written advice addressed to the Bank
and specifically addressing the provisions of Section 8 hereof, permits
indemnification of the Underwriters by the Bank as contemplated by such
provisions.

                                     - 11 -




     6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (i) up to $275,000 of
reasonable out-of-pocket expenses incurred by the Underwriters in connection
with the transactions contemplated hereby (regardless of whether the sale of the
Shares is consummated), including, without limitation, disbursements, fees and
expenses of Underwriters' counsel and marketing, syndication and travel
expenses; (ii) the fees, disbursements and expenses of the Company's counsel and
accountants in connection with the registration of the Shares under the Act and
all other expenses in connection with the preparation, printing and filing of
the Registration Statement, any Preliminary Prospectus and the Prospectus and
amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (iii) the cost of printing or producing
any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum,
closing documents (including any compilations thereof) and any other documents
in connection with the offering, purchase, sale and delivery of the Shares; (iv)
all expenses in connection with the qualification of the Shares for offering and
sale under state securities laws as provided in Section 5(b) hereof, including
the fees and disbursements of counsel for the Underwriters in connection with
such qualification and in connection with the Blue Sky survey (v) all fees and
expenses in connection with listing the Shares on the Nasdaq National Market
System; (vi) the filing fees incident to, and the fees and disbursements of
counsel for the Underwriters in connection with, securing any required review by
the National Association of Securities Dealers, Inc. of the terms of the sale of
the Shares; (vii) the cost of preparing stock certificates; (viii) the cost and
charges of any transfer agent or registrar; and (ix) all other costs and
expenses incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section.

     7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company herein are, at and as of such Time of Delivery, true and correct,
the condition that the Company shall have performed all of its obligations
hereunder theretofore to be performed, and the following additional conditions:

     (a) The Prospectus shall have been filed with the Commission pursuant to
Rule 424(b) within the applicable time period prescribed for such filing by the
rules and regulations under the Act and in accordance with Section 5(a) hereof;
if the Company has elected to rely upon Rule 462(b), the Rule 462(b)
Registration Statement shall have become effective by 10:00 p.m., Eastern Time,
on the date of this Agreement; no stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and no
proceeding for that purpose shall have been initiated or threatened by the
Commission; and all requests for additional information on the part of the
Commission shall have been complied with to your reasonable satisfaction;

     (b) Sullivan & Cromwell, counsel for the Underwriters, shall have furnished
to you such written opinion or opinions, dated such Time of Delivery, with
respect to the incorporation of the Company, the validity of the Shares, the
Registration Statement, the Prospectus and such other related matters as you may
reasonably request, and such counsel shall have received such papers and
information as they may reasonably request to enable them to pass upon such
matters;

                                     - 12 -




     (c) Kelly Drye & Warren, LLP, counsel for the Company, shall have furnished
to you their written opinion (a draft of such opinion is attached as Annex II
hereto), dated such Time of Delivery, in form and substance satisfactory to you,
to the effect that:

          (i) The Company is a registered savings and loan holding company under
     the Home Owners' Loan Act and has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of the State of
     Nevada, with power and authority (corporate and other) to own its
     properties and conduct its business as described in the Prospectus;

          (ii) The Company has an authorized capitalization as set forth in the
     Prospectus, and all of the issued shares of capital stock of the Company
     (including the Shares being delivered at such Time of Delivery) have been
     duly and validly authorized and issued and are fully paid and
     nonassessable; and the Shares conform to the description of the Stock
     contained in the Prospectus;

          (iii) Except as described in the Prospectus, (A) there are no
     outstanding rights (contractual or otherwise), warrants or options to
     acquire, or instruments convertible into or exchangeable for, or agreements
     or understandings with respect to the sale or issuance of, any shares of
     capital stock of or other equity interest in the Company; and (B) there are
     no contracts, agreements or understandings between the Company and any
     person granting such person the right to require the Company to file a
     registration statement under the Act or otherwise register any securities
     of the Company owned or to be owned by such person;

          (iv) The Company has been duly qualified as a foreign corporation for
     the transaction of business and is in good standing under the laws of each
     other jurisdiction in which it owns or leases properties or conducts any
     business so as to require such qualification, or is subject to no material
     liability or disability by reason of failure to be so qualified in any such
     jurisdiction (such counsel being entitled to rely in respect of the opinion
     in this clause upon opinions of local counsel and in respect of matters of
     fact upon certificates of officers of the Company, provided that such
     counsel shall state that they believe that both you and they are justified
     in relying upon such opinions and certificates);

          (v) Each subsidiary of the Company either has been duly incorporated
     and is validly existing as a corporation or has been duly chartered and is
     validly existing as a federal savings bank, in each case in good standing
     under the laws of the jurisdiction of its organization, with power and
     authority (corporate and other) to own its properties and conduct its
     business as described in the Prospectus, and has been duly qualified as a
     foreign corporation for the transaction of business and is in good standing
     under the laws of each other jurisdiction in which it owns or leases
     properties or conducts any business so as to require such qualification, or
     is subject to no material liability or disability by reason of the failure
     to be so qualified in any such jurisdiction; the activities of the
     subsidiaries of the Bank are activities permitted to subsidiaries of a
     federally chartered savings bank under applicable law and the rules and
     regulations of the OTS set forth in Chapter V of Title 12 of the Code of
     Federal Regulations and the




                                     - 13 -




     deposit accounts of the Bank are insured up to the applicable limits by the
     FDIC; all of the issued and outstanding shares of capital stock of each
     subsidiary of the Company have been duly authorized and validly issued and
     are fully paid and nonassessable, and are owned, directly or through other
     subsidiaries of the Company, by the Company free and clear of any pledge,
     lien, encumbrance, claim or equity (such counsel being entitled to rely in
     respect of the opinions in this clause regarding due incorporation and
     qualification as a foreign corporation upon opinions of local counsel and
     in respect of matters of fact upon certificates of officers of the Company,
     provided that such counsel shall state that they believe that both you and
     they are justified in relying upon such opinions and certificates;

          (vi) To the best of such counsel's knowledge, except as disclosed in
     the Prospectus, the Company and its subsidiaries are conducting their
     respective businesses in compliance in all material respects with all
     federal, state, local and foreign statutes, laws, rules, regulations,
     decisions, directives and orders (including, without limitation, all
     regulations and orders of, or agreements with, the OTS and the FDIC, the
     Equal Credit Opportunity Act, the Fair Housing Act, the Community
     Reinvestment Act, the Home Mortgage Disclosure Act, all other applicable
     fair lending laws or other laws relating to discrimination and the Bank
     Secrecy Act and Title III of the U.S.A. Patriot Act), and neither the
     Company nor any of its subsidiaries has received any communication from any
     Governmental Entity asserting that the Company or any of its subsidiaries
     is not in compliance with any statute, law, rule, regulation, decision,
     directive or order;

          (vii) Other than as set forth in the Prospectus, there are no legal or
     governmental actions, suits, investigations or proceedings before or by any
     Governmental Entity, now pending or, to the best of such counsel's
     knowledge, threatened or contemplated by Governmental Entities or
     threatened by others, to which the Company or any of its subsidiaries is a
     party or of which any property of the Company or any of its subsidiaries is
     the subject (A) that is required to be disclosed in the Registration
     Statement by the Act or by the rules and regulations of the Commission
     thereunder and not disclosed therein, or (B) which, if determined adversely
     to the Company or any of its subsidiaries, would individually or in the
     aggregate have a Material Adverse Effect; all pending legal or governmental
     proceedings to which the Company or any of its subsidiaries is a party, or
     with respect to which any of their property is subject, that are not
     described in the Registration Statement, including ordinary routine
     litigation incidental to their respective businesses, would not have a
     Material Adverse Effect;

          (viii) This Agreement has been duly authorized, executed and delivered
     by the Company and the Bank;

          (ix) The issue and sale of the Shares being delivered at such Time of
     Delivery by the Company and the compliance by the Company with all of the
     provisions of this Agreement and the consummation of the transactions
     herein contemplated will not conflict with or result in a breach or
     violation of any of the terms or provisions of, or constitute a default
     under, any indenture, mortgage,

                                     - 14 -




     deed of trust, loan agreement or other agreement or instrument known to
     such counsel to which the Company or any of its subsidiaries is a party or
     by which the Company or any of its subsidiaries is bound or to which any of
     the property or assets of the Company or any of its subsidiaries is
     subject, nor will such action result in any violation of the provisions of
     the charter or by-laws of the Company or any statute or any order, rule or
     regulation known to such counsel of any court or Governmental Entity having
     jurisdiction over the Company or any of its subsidiaries or any of their
     properties;

          (x) No consent, approval, authorization, order, registration or
     qualification of or with any Governmental Entity is required for the issue
     and sale of the Shares or the consummation by the Company of the
     transactions contemplated by this Agreement, except the registration under
     the Act of the Shares, and such consents, approvals, authorizations,
     registrations or qualifications as may be required under state securities
     or Blue Sky laws in connection with the purchase and distribution of the
     Shares by the Underwriters;

          (xi) Neither the Company nor any of its subsidiaries is in violation
     of its charter or by-laws or in default in the performance or observance of
     any material obligation, agreement, covenant or condition contained in any
     indenture, mortgage, deed of trust, loan agreement, note, lease or other
     agreement or instrument to which it is a party or by which it or any of its
     properties may be bound;

          (xii) The statements set forth in the Prospectus under the caption
     "Description of Capital Stock", insofar as they purport to constitute a
     summary of the terms of the Stock, under the captions "Regulation,"
     "Management - Employment Agreements," "Management - 2000 Stock Plan" and
     under the caption "Underwriting", insofar as they purport to describe the
     provisions of the laws and documents referred to therein, are accurate,
     complete and fair;

          (xiii) To the best of such counsel's knowledge, each of the Company
     and its subsidiaries possess all Governmental Licenses and have made all
     filings, applications and registrations with all Governmental Entities that
     are required in order to permit the Company or such subsidiary to conduct
     its business as presently conducted, except where the failure to possess
     such Governmental License or to have made such filing, application or
     registration would not, individually or in the aggregate, have a Material
     Adverse Effect; all of the Governmental Licenses are valid and in full
     force and effect, except where the invalidity of such Governmental Licenses
     or the failure of such Governmental Licenses to be in full force and
     effect, individually or in the aggregate, would not have a Material Adverse
     Effect; and neither the Company nor any of its subsidiaries has received
     any notice of proceedings relating to the revocation or modification of any
     such Governmental Licenses which, individually or in the aggregate, if the
     subject of an unfavorable decision, ruling or finding, would result in a
     Material Adverse Effect;

          (xiv) To the best of such counsel's knowledge, neither the Company nor
     any of its subsidiaries is a party to or subject to any order, decree,




                                     - 15 -




     agreement, memorandum of understanding or similar arrangement with, or a
     commitment letter, supervisory letter or similar submission to, any
     Governmental Entity charged with the supervision or regulation of
     depository institutions or engaged in the insurance of deposits (including
     the FDIC) or the supervision or regulation of it or any of its subsidiaries
     and neither the Company nor any of its subsidiaries has been advised by any
     such Governmental Entity that such Governmental Entity is contemplating
     issuing or requesting (or is considering the appropriateness of issuing or
     requesting) any such order, decree, agreement, memorandum of understanding,
     commitment letter, supervisory letter or similar submission;

          (xv) The Company is not, and after giving effect to the offering and
     sale of the Shares, will not be, an "investment company" or an entity
     "controlled" by an "investment company", as such terms are defined in the
     Investment Company Act; and

          (xvi) The Registration Statement and the Prospectus and any further
     amendments and supplements thereto made by the Company prior to such Time
     of Delivery (other than the financial statements and related schedules
     therein, as to which such counsel need express no opinion) comply as to
     form in all material respects with the requirements of the Act and the
     rules and regulations thereunder; although they do not assume any
     responsibility for the accuracy, completeness or fairness of the statements
     contained in the Registration Statement or the Prospectus, except for those
     referred to in the opinion in subsection (xi) of this section 7(c), they
     have no reason to believe that, as of its effective date, the Registration
     Statement or any further amendment thereto made by the Company prior to
     such Time of Delivery (other than the financial statements and related
     schedules therein, as to which such counsel need express no opinion)
     contained an untrue statement of a material fact or omitted to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading or that, as of its date, the Prospectus
     or any further amendment or supplement thereto made by the Company prior to
     such Time of Delivery (other than the financial statements and related
     schedules therein, as to which such counsel need express no opinion)
     contained an untrue statement of a material fact or omitted to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading or that, as of
     such Time of Delivery, either the Registration Statement or the Prospectus
     or any further amendment or supplement thereto made by the Company prior to
     such Time of Delivery (other than the financial statements and related
     schedules therein, as to which such counsel need express no opinion)
     contains an untrue statement of a material fact or omits to state a
     material fact necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; and they do not
     know of any amendment to the Registration Statement required to be filed or
     of any contracts or other documents of a character required to be filed as
     an exhibit to the Registration Statement or required to be described in the
     Registration Statement or the Prospectus which are not filed or described
     as required;




                                     - 16 -




     (d) On the date of the Prospectus at a time prior to the execution of this
Agreement, at 9:30 a.m., Eastern Time, on the effective date of any
post-effective amendment to the Registration Statement filed subsequent to the
date of this Agreement and also at each Time of Delivery, KPMG LLP shall have
furnished to you a letter or letters, dated the respective dates of delivery
thereof, in form and substance satisfactory to you, to the effect set forth in
Annex I hereto (the executed copy of the letter delivered prior to the execution
of this Agreement is attached as Annex I(a) hereto and a draft of the form of
letter to be delivered on the effective date of any post-effective amendment to
the Registration Statement and as of each Time of Delivery is attached as Annex
I(b) hereto);

     (e) (i) Neither the Company nor any of its subsidiaries shall have
sustained since the date of the latest audited financial statements included in
the Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, otherwise than as set
forth or contemplated in the Prospectus, and (ii) since the respective dates as
of which information is given in the Prospectus there shall not have been any
change in the capital stock or long-term debt of the Company or any of its
subsidiaries or any change, or any development involving a prospective change,
in or affecting the general affairs, management, financial position,
stockholders' equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the
effect of which, in any such case described in clause (i) or (ii), is in the
judgment of the Representatives so material and adverse as to make it
impracticable or inadvisable to proceed with the public offering or the delivery
of the Shares being delivered at such Time of Delivery on the terms and in the
manner contemplated in the Prospectus;

     (f) On or after the date hereof (i) no downgrading shall have occurred in
the rating accorded the Company's debt securities by any "nationally recognized
statistical rating organization", as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company's debt securities;

     (g) On or after the date hereof there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or on the Nasdaq National Market; (ii)
a suspension or material limitation in trading in the Company's securities on
the Nasdaq National Market; (iii) a general moratorium on commercial banking
activities declared by either Federal or New York or California State
authorities or a material disruption in commercial banking or securities
settlement or clearance services in the United States; (iv) the outbreak or
escalation of hostilities involving the United States or the declaration by the
United States of a national emergency or war; or (v) the occurrence of any other
calamity or crisis or any change in financial, political or economic conditions
in the United States or elsewhere, including without limitation, as a result of
terrorist activities occurring after the date hereof, if the effect of any such
event specified in clause (iv) or (v), in the judgment of Sandler O'Neill &
Partners, L.P., makes it impracticable or inadvisable to proceed with the public
offering or the delivery of the Shares being delivered at such Time of Delivery
on the terms and in the manner contemplated in the Prospectus;

                                     - 17 -




     (h) The Shares to be sold at such Time of Delivery shall have been duly
listed for quotation on the Nasdaq National Market System;

     (i) The Company has obtained and delivered to the Underwriters executed
copies of an agreement from the stockholders listed on Schedule II hereto,
substantially to the effect set forth in Subsection 5(e) hereof in form and
substance satisfactory to you;

     (j) The Company shall have complied with the provisions of Section 5(c)
hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement; and

     (k) The Company shall have furnished or caused to be furnished to you at
such Time of Delivery certificates of officers of the Company satisfactory to
you as to the accuracy of the representations and warranties of the Company
herein at and as of such Time of Delivery, as to the performance by the Company
of all of its obligations hereunder to be performed at or prior to such Time of
Delivery, as to the matters set forth in subsections (a) and (e) of this Section
and as to such other matters as you may reasonably request.

     8. (a) The Company and the Bank, jointly and severally, will indemnify and
hold harmless each Underwriter against any losses, claims, damages or
liabilities, joint or several, to which such Underwriter may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse each Underwriter for any legal or other expenses reasonably incurred
by such Underwriter in connection with investigating or defending any such
action or claim as such expenses are incurred; provided, however, that neither
the Company nor the Bank shall be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
any Preliminary Prospectus, the Registration Statement or the Prospectus or any
such amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Sandler O'Neill
& Partners, L.P. expressly for use therein.

     (b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any

                                     - 18 -




Preliminary Prospectus, the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such Underwriter through Sandler O'Neill
& Partners, L.P. expressly for use therein; and will reimburse the Company for
any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are
incurred.

     (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.

     (d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Shares. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one

                                     - 19 -




hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or the
Underwriters on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this subsection (d) were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d),
no Underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Shares underwritten by it and
distributed to the public were offered to the public exceeds the amount of any
damages which such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters' obligations in
this subsection (d) to contribute are several in proportion to their respective
underwriting obligations and not joint.

     (e) The obligations of the Company and the Bank under this Section 8 shall
be in addition to any liability which the Company or the Bank may otherwise have
and shall extend, upon the same terms and conditions, to each person, if any,
who controls any Underwriter within the meaning of the Act or who is an
affiliate or partner of any Underwriter; and the obligations of the Underwriters
under this Section 8 shall be in addition to any liability which the respective
Underwriters may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company or the Bank, as the case
may be, and to each other person, if any, who controls the Company or the Bank,
as the case may be, within the meaning of the Act or who is an affiliate of the
Company or the Bank, as the case may be.

     9. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, you may
in your discretion arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to you to
purchase such Shares on such terms. In the event that, within the respective
prescribed periods, you notify the Company that you have so arranged for the
purchase of such Shares, or the Company notifies you that it has so arranged for
the purchase of such Shares, you or the Company shall have the

                                     - 20 -




right to postpone such Time of Delivery for a period of not more than seven
days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or
arrangements, and the Company agrees to file promptly any amendments to the
Registration Statement or the Prospectus which in your opinion may thereby be
made necessary. The term "Underwriter" as used in this Agreement shall include
any person substituted under this Section with like effect as if such person had
originally been a party to this Agreement with respect to such Shares.

     (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed 10% of the aggregate number of all the
Shares to be purchased at such Time of Delivery, then the Company shall have the
right to require each non-defaulting Underwriter to purchase the number of
shares which such Underwriter agreed to purchase hereunder at such Time of
Delivery and, in addition, to require each non-defaulting Underwriter to
purchase its pro rata share (based on the number of Shares which such
Underwriter agreed to purchase hereunder) of the Shares of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but
nothing herein shall relieve a defaulting Underwriter from liability for its
default.

     (c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds 10% of the aggregate number of all the Shares to be
purchased at such Time of Delivery, or if the Company shall not exercise the
right described in subsection (b) above to require non-defaulting Underwriters
to purchase Shares of a defaulting Underwriter or Underwriters, then this
Agreement (or, with respect to the Second Time of Delivery, the obligations of
the Underwriters to purchase and of the Company to sell the Optional Shares)
shall thereupon terminate, without liability on the part of any non-defaulting
Underwriter or the Company, except for the expenses to be borne by the Company
as provided in Section 6 hereof and the indemnity and contribution agreements in
Section 8 hereof; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

     10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

     11. If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason, any Shares
are not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Underwriters through you for all out-of-pocket expenses
incurred by the Underwriters in

                                     - 21 -




connection with the transactions contemplated hereby, including, without
limitation, disbursements, fees and expenses of Underwriters' counsel, and
marketing, syndication and travel expenses reasonably incurred by the
Underwriters in making preparations for the purchase, sale and delivery of the
Shares not so delivered, but the Company shall then be under no further
liability to any Underwriter except as provided in Sections 6 and 8 hereof.

     12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Sandler O'Neill & Partners, L.P. on behalf of you as
the representatives.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the representatives in care of Sandler O'Neill
& Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022
Attention: Thomas W. Killian, Principal; and if to the Company shall be
delivered or sent by mail to the address of the Company set forth in the
Registration Statement, Attention: Chief Financial Officer; provided, however,
that any notice to an Underwriter pursuant to Section 8(c) hereof shall be
delivered or sent by mail, telex or facsimile transmission to such Underwriter
at its address set forth in its Underwriters' Questionnaire, or telex
constituting such Questionnaire, which address will be supplied to the Company
by you upon request. Any such statements, requests, notices or agreements shall
take effect upon receipt thereof.

     13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters, the Company and, to the extent provided in Sections 8 and
10 hereof, the officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Shares from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.

     14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

     15. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

     16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.

                                     - 22 -




         If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon the acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance
hereof shall constitute a binding agreement between each of the Underwriters and
the Company.

                                        Very truly yours,

                                        COMMERCIAL CAPITAL BANCORP, INC.


                                        By:
                                            -----------------------------------
                                             Name:
                                             Title:


                                        COMMERCIAL CAPITAL BANK FSB

                                        By:
                                            -----------------------------------
                                             Name:
                                             Title:


                                        By:
                                            -----------------------------------
                                             Name:
                                             Title:

Accepted as of the date hereof:

SANDLER O'NEILL & PARTNERS, L.P.
As representative of the Underwriters

By:  Sandler O'Neill & Partners Corp.
      the sole general partner

By:
    ---------------------------------
     Name:
     Title:  Vice President

                                     - 23 -




                                   SCHEDULE I



                                                                                  Number of Optional
                                                                                      Shares to be
                                                       Total Number of                Purchased if
                                                         Firm Shares                 Maximum Option
             Underwriter                              To be Purchased                 Exercised
             -----------                              ----------------            ------------------
                                                                        
Sandler, O'Neill & Partners, L.P.
Friedman, Billings, Ramsey & Co., Inc.














         Total............................




                                     - 24 -




                                   SCHEDULE II
                              Certain Stockholders













                                     - 25 -




                                                                         ANNEX I

     Pursuant to Section 7(d) of the Underwriting Agreement, the accountants
shall furnish letters to the Underwriters to the effect that:

          (i) They are independent certified public accountants with respect to
     the Company and its subsidiaries within the meaning of the Act and the
     applicable published rules and regulations thereunder;

          (ii) In their opinion, the financial statements and any supplementary
     financial information and schedules (and, if applicable, financial
     forecasts and/or pro forma financial information) examined by them and
     included or incorporated by reference in the Registration Statement or the
     Prospectus comply as to form in all material respects with the applicable
     accounting requirements of the Act and the related published rules and
     regulations thereunder; and, if applicable, they have made a review in
     accordance with standards established by the American Institute of
     Certified Public Accountants of the consolidated interim financial
     statements, selected financial data, pro forma financial information,
     financial forecasts and/or condensed financial statements derived from
     audited financial statements of the Company for the periods specified in
     such letter, as indicated in their reports thereon, copies of which have
     been furnished to the representatives of the Underwriters and are attached
     hereto (the "Representatives");

          (iii) They have made a review in accordance with standards established
     by the American Institute of Certified Public Accountants of the unaudited
     condensed consolidated statements of income, consolidated balance sheets
     and consolidated statements of cash flows included in the Prospectus as
     indicated in their reports thereon copies of which are attached hereto; and
     on the basis of specified procedures including inquiries of officials of
     the Company who have responsibility for financial and accounting matters
     regarding whether the unaudited condensed consolidated financial statements
     referred to in paragraph (vi)(A)(i) below comply as to form in the related
     in all material respects with the applicable accounting requirements of the
     Act and the related published rules and regulations, nothing came to their
     attention that caused them to believe that the unaudited condensed
     consolidated financial statements do not comply as to form in all material
     respects with the applicable accounting requirements of the Act and the
     related published rules and regulations;

          (iv) The unaudited selected financial information with respect to the
     consolidated results of operations and financial position of the Company
     for the five most recent fiscal years included in the Prospectus agrees
     with the corresponding amounts (after restatement where applicable) in the
     audited consolidated financial statements for such five fiscal years;

          (v) They have compared the information in the Prospectus under
     selected captions with the disclosure requirements of Regulation S-K and on
     the basis of limited procedures specified in such letter nothing came to
     their attention

                                     - 26 -




     as a result of the foregoing procedures that caused them to believe that
     this information does not conform in all material respects with the
     disclosure requirements of Items 301, 302, 402 and 503(d), respectively, of
     Regulation S-K;

          (vi) On the basis of limited procedures, not constituting an
     examination in accordance with generally accepted auditing standards,
     consisting of a reading of the unaudited financial statements and other
     information referred to below, a reading of the latest available interim
     financial statements of the Company and its subsidiaries, inspection of the
     minute books of the Company and its subsidiaries since the date of the
     latest audited financial statements included in the Prospectus, inquiries
     of officials of the Company and its subsidiaries responsible for financial
     and accounting matters and such other inquiries and procedures as may be
     specified in such letter, nothing came to their attention that caused them
     to believe that:

               (A) (i) the unaudited condensed consolidated statements of
          income, consolidated balance sheets and consolidated statements of
          cash flows included in the Prospectus do not comply as to form in all
          material respects with the applicable accounting requirements of the
          Act and the related published rules and regulations, or (ii) any
          material modifications should be made to the unaudited condensed
          consolidated statements of income, consolidated balance sheets and
          consolidated statements of cash flows included in the Prospectus, for
          them to be in conformity with generally accepted accounting
          principles;

               (B) any other unaudited income statement data and balance sheet
          items included in the Prospectus do not agree with the corresponding
          items in the unaudited consolidated financial statements from which
          such data and items were derived, and any such unaudited data and
          items were not determined on a basis substantially consistent with the
          basis for the corresponding amounts in the audited consolidated
          financial statements included in the Prospectus;

               (C) the unaudited financial statements which were not included in
          the Prospectus but from which were derived the unaudited condensed
          financial statements referred to in Clause (A) and any unaudited
          income statement data and balance sheet items included in the
          Prospectus and referred to in Clause (B) were not determined on a
          basis substantially consistent with the basis for the audited
          financial statements included in the Prospectus;

               (D) any unaudited pro forma consolidated condensed financial
          statements included in the Prospectus do not comply as to form in all
          material respects with the applicable accounting requirements of the
          Act and the published rules and regulations thereunder or the pro
          forma adjustments have not been properly applied to the historical
          amounts in the compilation of those statements;

                                     - 27 -




               (E) as of a specified date not more than five days prior to the
          date of such letter, there have been any changes in the consolidated
          capital stock (other than issuances of capital stock upon exercise of
          options and stock appreciation rights, upon earn-outs of performance
          shares and upon conversions of convertible securities, in each case
          which were outstanding on the date of the latest financial statements
          included in the Prospectus) or any increase in the consolidated
          long-term debt, allowance for loan losses or charge-offs of the
          Company and its subsidiaries, or any decreases in consolidated net
          current assets, investment securities or stockholders' equity or other
          items specified by the Representatives, or any increases in any items
          specified by the Representatives, in each case as compared with
          amounts shown in the latest balance sheet included or incorporated by
          reference in the Prospectus, except in each case for changes,
          increases or decreases which the Prospectus discloses have occurred or
          may occur or which are described in such letter; and

               (F) for the period from the date of the latest financial
          statements included or incorporated by reference in the Prospectus to
          the specified date referred to in Clause (E) there were any decreases
          in consolidated net revenues or operating profit or the total or per
          share amounts of consolidated net income or other items specified by
          the Representatives, or any increases in any items specified by the
          Representatives, in each case as compared with the comparable period
          of the preceding year and with any other period of corresponding
          length specified by the Representatives, except in each case for
          increases or decreases which the Prospectus discloses have occurred or
          may occur or which are described in such letter; and

          (vii) In addition to the examination referred to in their report(s)
     included or incorporated by reference in the Prospectus and the limited
     procedures, inspection of minute books, inquiries and other procedures
     referred to in paragraphs (iii) and (vi) above, they have carried out
     certain specified procedures, not constituting an examination in accordance
     with generally accepted auditing standards, with respect to certain
     amounts, percentages and financial information specified by the
     Representatives which are derived from the general accounting records of
     the Company and its subsidiaries, which appear in the Prospectus, or in
     Part II of, or in exhibits and schedules to, the Registration Statement
     specified by the Representatives or in documents incorporated by reference
     in the Prospectus specified by the Representatives, and have compared
     certain of such amounts, percentages and financial information with the
     accounting records of the Company and its subsidiaries and have found them
     to be in agreement.



                                     - 28 -

EX-3.1

                                                                     EXHIBIT 3.1

[SEAL]

                            ARTICLES OF INCORPORATION
                                       OF
                           COMMERCIAL CAPITAL BANCORP

          I, the undersigned, for the purpose of incorporating and organizing a
corporation under Chapter 78 of the Nevada Revised Statutes, do hereby certify
as follows:

          First:      The name of the corporation (the "Corporation") is:

                           Commercial Capital Bancorp

          Second:     The address of the Corporation's Resident Agent in the
State of Nevada is 318 North Carson Street, Suite 208, Carson City, Nevada
89701. The name of the Corporation's Resident Agent at such address is Paracorp
Incorporated.

          Third:      The nature of the business or purpose of the Corporation
is as follows:

                  To engage in any lawful act or activity for which the
                  Corporation may be organized under the Nevada Revised
                  Statutes.

          Fourth:     (a) The Corporation is authorized to issue two classes of
shares designated "Preferred Stock" and "Common Stock", respectively. The number
of shares of Preferred Stock authorized to be issued is 100,000,000 and the
number of shares of Common Stock authorized to be issued is 100,000,000. The par
value of the Preferred Stock shall be $.001 per share, and the par value of the
Common Stock shall be $.001 per share. Each share of the Common Stock shall have
identical powers, preferences and rights, including rights in liquidation.

                      (b) The Preferred Stock may be divided into such number of
series as the board of directors may determine. The board of directors is
authorized to determine and alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock, and to fix the number of shares of any series of Preferred Stock and the
designation of any such series of Preferred Stock. The board of directors,
within the limits and restrictions stated in any resolution or resolutions of
the board of directors originally fixing the number of shares constituting any
series, may increase or decrease (but not below the number of shares of such
series then outstanding) the number of shares of such series subsequent to the
issue of shares of that series.

          Fifth:      The name and mailing address of the Incorporator is Nancy
Gaches, 318 North Carson Street, Suite 208, Carson City, Nevada 89701. The
powers and liabilities of the Incorporator terminate upon the filing of these
Articles of Incorporation.

                                        1





          Sixth:      The first Board of Directors shall consist of 3 members
and the names and addresses are as follows of the persons who are to serve as
the initial directors of the Corporation until their successors are elected as
provided by law and the Corporation's Bylaws:

          Stephen H. Gordon              David S. DePillo
          One Venture, Suite 300         One Venture, Suite 300
          Irvine, CA 92618               Irvine, CA 92618

          Scott F. Kavanaugh
          One Venture, Suite 300
          Irvine, CA 92618

          Seventh:    The Corporation shall have perpetual existence.

          Eighth:     The stockholders, officers or directors of the Corporation
shall not be personally liable for the payment of the Corporation's debts except
as they may be liable by reason of their own conduct or acts.

          Ninth:      The Board of Directors is expressly authorized and
empowered to make, alter and repeal the Bylaws of the Corporation, subject to
the power of the stockholders of the Corporation to alter or repeal any Bylaws
of the Corporation.

          Tenth:      The Corporation reserves the right at any time and from
time to time to amend, alter, change or repeal any provision contained in the
Articles of Incorporation and add or insert any other provision authorized by
the laws of the State of Nevada in the manner now or hereafter prescribed by
law.  All rights, preferences or privileges of whatever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to these
Articles of Incorporation in its Present form or as hereafter amended are
granted subject to the rights now reserved in this Article.

          Eleventh:   The Corporation expressly elects to be governed by
Sections 78.411-78.444, inclusive, of the Nevada Revised Statutes, as the same
may be amended or supplemented from time to time.

          Twelfth:    No director or officer shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty, provided
that this Article shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law or (ii) the payment of distributions in violation of
Section 78.300 of the Nevada Revised Statutes.

          Thirteenth: Meetings of stockholders may be held within or without the
State of Nevada, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept outside the State of Nevada at such place or places as
may be designated from time to time by the Board of Directors or in the Bylaws
of the Corporation, except as otherwise required by

                                        2



the Nevada Revised Statutes. Election of directors need not be by written ballot
unless the Bylaws of the Corporation so provide.

          Fourteenth: The Corporation shall, to the fullest extent permitted by
Section 78.751 of the Nevada Revised Statutes, as the same may be amended or
supplemented from time to time, indemnify any and all persons whom it shall have
power to indemnify under said section from and against any and all of the
expenses, liabilities or other matters referred to in or covered by said Section
78.751, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

          Fifteenth:  The Board of Directors of the Corporation shall be divided
into three classes of directors which shall be designated Class I, Class II, and
Class III. At the first annual meeting of shareholders after this Article
Fifteenth becomes effective, eleven (11) directors shall be elected to the
Board, to be comprised of 3 Class I directors, 4 Class II directors and 4 Class
III directors. At such first annual meeting, Class I directors shall be elected
for a term expiring at the next succeeding annual meeting thereafter, Class II
directors shall be elected for a term expiring at the second next succeeding
annual meeting thereafter, and Class III directors shall be elected for a term
expiring at the third next succeeding annual meeting thereafter. Thereafter, the
numbers of each class shall be elected for a term of three years and until their
successors are elected and qualified. The terms of all directors in a class
shall expire simultaneously. Notwithstanding the foregoing, the director whose
term shall expire at any annual meeting shall continue to serve until such time
as his successor shall have been duly elected and shall have qualified unless
his position on the Board of Directors shall have been abolished by action taken
to reduce the size of the Board of Directors prior to said meeting.

          Should the number of directors of the Corporation be reduced, the
directorships eliminated shall be allocated among classes as appropriate so that
the number of directors in each class is as nearly as equal as possible. The
Board of Directors shall designate, by the name of the incumbents, the positions
to be abolished. Notwithstanding the foregoing, no decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. Should the number of directors of the Corporation be increased, the
additional directorships shall be allocated among classes as appropriate so that
the number of directors in each class is as nearly as equal as possible.

          At subsequent annual meetings of shareholders, a number of directors
shall be elected equal to the number of directors with terms expiring at that
annual meeting. After the first annual meeting, directors elected at each
successive annual meeting shall be elected for a term expiring with the annual
meeting of shareholders three years thereafter.

          The election of directors shall not be by cumulative voting. At each
election of directors, each shareholder entitled to vote may vote all the shares
held by that shareholder for each of several nominees for director up to the
number of directors to be elected. The

                                        3



shareholder may not cast more votes for any single nominee than the number of
shares held by that shareholder.

          Sixteenth:  The shareholder vote required to approve Business
Combinations (as hereinafter defined) shall be as set forth in this section.

          A.1.  Except as otherwise expressly provided in this Article
Sixteenth, the affirmative vote of the holders of at least two-thirds of the
outstanding shares entitled to vote thereon (and, if any class or series of
shares is entitled to vote thereon separately, the affirmative vote of the
holders of at least two-thirds of the outstanding shares of each such class or
series), shall be required in order to authorize any of the following:

                (a) any merger or consolidation of the Corporation with or into
a Related Person (as hereinafter defined);

                (b) any merger or consolidation of a Related Person with or into
the Corporation or a subsidiary of the Corporation;

                (c) the issuance of any securities of the Corporation or a
subsidiary of the Corporation to a Related Person, other than pursuant to a
stock option approved by the Board of Directors;

                (d) the acquisition by the Corporation or a subsidiary of the
Corporation of any securities of a Related Person;

                (e) any reclassification of the common stock of the Corporation,
or any recapitalization involving the common stock of the Corporation; and

                (f) any agreement, contract or other arrangement providing for
any of the transactions described in this Article.

          A.2.  Such affirmative vote shall be required notwithstanding any
other provision of these Articles, any provision of law, or any agreement with
any regulatory agency or national securities exchange which might otherwise
permit a lesser vote or no vote.

          A.3.  The term "Business Combination" as used in this Article
Sixteenth shall mean any transaction which is referred to in any one or more of
Sections A(1)(a) through (f) above.

          B.    The provisions of Section A shall not be applicable to any
particular Business Combination, and such Business Combination shall require
only such affirmative vote as is required by any other provision of these
Articles, any provision of law, or any agreement with any regulatory agency or
national securities exchange, if the Business Combination shall have been
approved by a majority vote of the Continuing Directors (as hereinafter
defined); provided, however, that such approval shall only be effective if
obtained at a meeting at which a Continuing Director Quorum (as hereinafter
defined) is present.

                                        4



          C.    For the purposes of this Article Sixteenth the following
definitions apply:

                1.    The term "Related Person" shall mean and include (a) any
individual, corporation, partnership or other person or entity which together
with its "affiliates" (as that term is defined in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended),
"beneficially owns" (as that term is defined in Rule 13d-3 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as amended) in the
aggregate 10% or more of the outstanding shares of the common stock of the
Corporation; and (b) any "affiliate" (as that term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended) of any such individual,
corporation, partnership or other person or entity. Without limitation, any
shares of the common stock of the Corporation which any Related Person has the
right to acquire pursuant to any agreement, or upon exercise or conversion
rights, warrants or options, or otherwise, shall be deemed "beneficially owned"
by such Related Person.

                2.    The term "Continuing Director" shall mean any member of
the Board of Directors of the Corporation who is unaffiliated with the Related
Person and was a member of the board prior to the time that the Related Person
became a Related Person, and any successor of a Continuing Director who is
unaffiliated with the Related Person and is recommended to succeed a Continuing
Director by a majority of Continuing Directors then on the board.

                3.    The term "Continuing Director Quorum" shall mean a
majority of the Continuing Directors capable of exercising the powers conferred
on them.

          Seventeenth: In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors of the Corporation is expressly
authorized to make, repeal alter, amend and rescind the Bylaws of the
Corporation by a majority vote of the board. Notwithstanding any other provision
of these Articles (and notwithstanding the fact that some lesser percentage may
be specified by law), the Bylaws shall not be adopted, repealed, altered,
amended or rescinded by the shareholders of the Corporation except by the vote
of the holders of not less than two-thirds of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the shareholders
called for that purpose (provided that notice of such proposed adoption, repeal,
alteration, amendment or rescission is included in the notice of such meeting),
or, as set forth above, by the Board of Directors.

          Eighteenth: The Corporation reserves the right to repeal, alter, amend
or rescind any provision contained in these Articles in the manner now or
hereafter prescribed by law, and all rights conferred on shareholders herein are
granted subject to this reservation. Notwithstanding the foregoing, the
provisions set forth in Articles Fifteenth, Sixteenth, Seventeenth and this
Article Eighteenth may not be repealed, altered, amended or rescinded in any
respect unless the same is approved by the affirmative vote of the holders of
not less than two-thirds of the outstanding shares of capital stock of the
Corporation entitled to vote generally in the election of directors (considered
for this purpose as a single class) cast at a meeting of the

                                        5



shareholders called for that purpose (provided that notice of such proposed
adoption, repeal, alteration, amendment or rescission is included in the notice
of such meeting).

          I, THE UNDERSIGNED, being the sole incorporator hereinbefore named,
for the purpose of forming a corporation pursuant to Chapter 78 of the Nevada
Revised Statutes, do hereby make this certificate, hereby declaring and
certifying that this is the act and deed of the undersigned and that the facts
stated herein are true, and accordingly have hereunto set my hand on the 17th
day of June, 1999.


                                           /s/ Nancy Gaches
                                           -------------------------------------
                                           Name: Nancy Gaches
                                           Title: Incorporator

          This instrument was acknowledged before me on June 17th 1999, by NANCY
GACHES as incorporator of Commercial Capital Bancorp.


                                           /s/ Michele Calkins
                                           -------------------------------------
                                           Notary Public Signature
[SEAL]
                                           (affix notary stamp or seal)


                            CERTIFICATE OF ACCEPTANCE
                        OF APPOINTMENT OF RESIDENT AGENT

          Paracorp Incorporation hereby accepts appointment as Resident Agent
for the above-named corporation.


                                           Paracorp Incorporated

                                           By: /s/ Nancy A. Gaches
                                               ---------------------------------
                                               Name: for Paracorp Inc.
                                               Title:

                                        6



[LOGO]

[SEAL]

                                 STATE OF NEVADA
                         FINANCIAL INSTITUTIONS DIVISION
                       DEPARTMENT OF BUSINESS AND INDUSTRY
                          406 E. Second Street, Suite 3
                         Carson City, Nevada 89701-4758
                    (775) 687-4259    .   Fax (775) 687-6909

KENNY GUINN                                                    L. SCOTT WALSHAW
 Governor                      www.state/nv/us/b&i/fi/           Commissioner

June 14, 1999

Richard E Knecht
Knecht & Hansen
1301 Dove Street Suite 900
Newport Beach CA 92660

Ref:    Commercial Capital Bancorp

Dear Mr. Knecht,

This Division has received your request for approval to use in Nevada for the
formation of a Bank Holding Company, the name Commercial Capital Bancorp.

Nevada Revised Statute (NRS) 666.115 would require the application and approval
of the Commissioner to form a Bank Holding Company in Nevada. However the
provisions of NRS 666.070 would make the requirements of NRS 666.115
inapplicable, if the Bank Holding Company being formed will (1) only own
national bank within this state; or (2) only controls a bank in a state other
than Nevada.

Provided the provisions of NRS 666.070 would apply to Commercial Capital
Bancorp, this Division has no objection to the filing in Nevada, of Commercial
Capital Bancorp. You may provide a copy of this letter to the Nevada Secretary
of State's office evidencing our Division's non-objection to the use of the
above referenced name.


Sincerely,


/s/ Burns Baker
Burns Baker
Deputy Commissioner


CC:     L. Scott Walshaw



[SEAL]

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                           COMMERCIAL CAPITAL BANCORP

          Stephen H. Gordon, David S. DePillo and Scott F. Kavanaugh certify
that:

          1.    They constitute the entire Board of Directors of Commercial
Capital Bancorp, a Nevada corporation (the "Corporation").

          2.    They constitute all of the shareholders of the Corporation.

          3.    The original Articles of Incorporation of the Corporation were
filed with the Secretary of State of the State of Nevada on June 18, 1999.

          4.    Article First of the Corporation's Articles of Incorporation is
hereby amended and restated in its entirety as follows:

          FIRST:      The name of the corporation (the "Corporation") is:

                      Commercial Capital Bancorp, Inc.

          5.    Article Fifteenth of the Corporation's Articles of Incorporation
is hereby amended and restated in its entirety as follows:

          FIFTEENTH:

          (a)   The number of directors which shall constitute the whole board
                of directors of the Corporation shall be specified in the manner
                set forth in the bylaws of the Corporation.

          (b)   In the event that the authorized number of directors shall be
                fixed at (9) or more, the board of directors shall be divided
                into three classes: Class I, Class II and Class III, each
                consisting of a number of directors as nearly as practicable to
                one-third of the total number and directors. Directors in Class
                I shall initially serve for a term expiring at the next Annual
                Meeting of Shareholders following the creation of such Class I.
                Directors in Class II shall initially serve for a term expiring
                at second Annual Meeting of Shareholders following the creation
                of such Class II. Directors in Class III shall initially serve
                for a term expiring at the third Annual Meeting of Shareholders
                following the creation of such Class III. Thereafter, each
                director shall serve for a term ending at the third annual
                meeting following the annual meeting at which such director was
                elected. In the event that the authorized number of directors
                shall be fixed with at least six(6), but less that nine(9), the
                board of directors shall be divided into



                two classes, designated Class I and Class II, each consisting of
                one-half of the directors or as close an approximation as
                possible. At each annual meeting, each of the successors to the
                directors of the class whose term shall have expired at such
                annual meeting shall be elected for a term running until the
                second annual meeting next succeeding his or her election and
                until his or her successor shall have been duly elected and
                qualified. The foregoing notwithstanding, each director shall
                serve until his or her successor shall have been duly elected
                and qualified, unless such director shall resign, die, become
                disqualified or disable, or shall otherwise be removed.

          (c)   At each annual election, the directors chosen to succeed those
                whose terms then expire shall be identified as being of the same
                class as the directors they succeed, unless, by reason of any
                intervening changes in the authorized number of directors, the
                board of directors shall designate one or more directorships
                whose term then expires as directorships of another class in
                order to more nearly achieve equality in the number of directors
                among the classes. When the board of directors fills a vacancy
                resulting from the resignation, death, disqualification or
                removal of a director, the director chosen to fill that vacancy
                shall be of the same class as the director he or she succeeds,
                unless, by reason of any previous changes in the authorized
                number of directors, the board of directors shall designate the
                vacant directorship as a directorship of another class in order
                to more nearly achieve equality in the number of directors among
                the classes.

          (d)   Notwithstanding the rule that the classes shall be nearly equal
                to number of directors as possible, in the event of any change
                in the authorized number of directors, each director then
                continuing to serve as such will nevertheless continue as a
                director of the class of which he or she is a member, until the
                expiration of his or her current term, or until such director's
                earlier resignation, death, disqualification or removal. If any
                newly created directorship or vacancy on the board of directors,
                consistent with the rule that the three classes shall be as
                nearly equal in number of directors as possible, may be
                allocated to one or more classes, the board of directors shall
                allocate it to that of the available class whose term of office
                is due to expire at the earliest date following such allocation.

          6.    The foregoing amendments of the Corporation's Articles of
Incorporation have been duly approved by the Corporation's board of directors
and shareholders.



          IN WITNESS WHEREOF, we set our hands this 22nd day of December 2000.


                                     /s/ Stephen H. Gordon
                                     ---------------------------------
                                     Stephen H. Gordon, Chairman & CEO


                                     /s/ David S. DePillo
                                     ---------------------------------
                                     David S. DePillo, President & COO


                                     /s/ Scott F. Kavanaugh
                                     ---------------------------------
                                     Scott F. Kavanaugh,
                                     Executive VP, Treasurer, & Asst. Secretary

EX-3.2

                                                                     EXHIBIT 3.2

                      BYLAWS FOR THE REGULATIONS, EXCEPT AS
                      OTHERWISE PROVIDED BY STATUTE OR ITS
                           ARTICLES OF INCORPORATION,
            WITH RESTATED SECTIONS 3.2 AND 3.3 AS OF JULY 23, 2002 OF


                        COMMERCIAL CAPITAL BANCORP, INC.
                             (a Nevada corporation)


                                    ARTICLE I

                                     Offices

          Section 1.1   Registered Office. The registered office of the
corporation shall be located at 318 North Carson Street, Suite 208, Carson,
Nevada 89701.

          Section 1.2   Other Office. The corporation may also have offices
within and without the State of Nevada as the Board of Directors may from time
to time determine or the business of the corporation may require.

          Section 1.3   Principal Executive Office. The principal executive
office of the corporation is hereby fixed and located at One Venture, Suite 300,
Irvine, California 92618. The board of directors is hereby granted full power
and authority to change said principal executive office from one location to
another, subject to all regulatory approvals. Any such change shall be noted on
the Bylaws by the Secretary, opposite this section, or this section may be
amended to state the new location.

                                   ARTICLE II

                            Meetings of Shareholders

          Section 2.1   Place of Meetings. All annual or other meetings of
shareholders shall be held at such place within or without the State of Nevada
which may be designed either by the board of directors or by the written consent
of all persons entitled to vote thereat and not present at the meeting, given
either before or after the meeting and filed with the Secretary of the
corporation.

          Section 2.2   Annual Meetings. The annual meetings of shareholders
shall be held on the 3/rd/ Wednesday of each April at 10:00 a.m., local time,
provided, however, that should said day fall upon a legal holiday, then any such
annual meeting of shareholders shall be held at the same time and place on the
next day thereafter ensuing which is a full business day; provided further, that
the board of directors may, by resolution adopted prior to the date fixed herein
for an annual meeting, change the time and date for any annual meeting of the
shareholders to, any day which is not a legal holiday and is not more than 15
months after the date of the preceding annual meeting of shareholders. At such
meetings, directors shall be



elected, reports of the affairs of the corporation shall be considered, and any
other business may be transacted which is within the powers of the shareholders.

          Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by first class mail or other
means of written communication, charges prepaid, addressed to such shareholder
at his address appearing on the books of the corporation or given by him to the
corporation for the purpose of notice. If any notice or report addressed to the
shareholder at the address of such shareholder appearing on the books of the
corporation is returned to the corporation by the United States Postal Service
marked to indicate that the United States Postal Service is unable to deliver
the notice or report to the shareholder at such address, all future notices or
reports shall be deemed to have been duly given without further mailing if the
same shall be available for the shareholder upon written demand of the
shareholder at of the principal executive office of the corporation for a period
of one year from the date of the giving of the notice or report to all other
shareholders. If a shareholder gives no address, notice shall be deemed to have
been given him if sent by mail or other means of written communication addressed
to the place where the principal executive office of the corporation is
situated, or if published at least once in some newspaper of general circulation
in the county in which said principal executive office is located.

          All such notices shall be given to each shareholder entitled thereto
not less than ten (10) days nor more than sixty (60) days before each annual
meeting. Any such notice shall be deemed to have been given at the time when
delivered personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any such notice in accordance with the
foregoing provisions, executed, by the Secretary, Assistant Secretary or any
transfer agent of the corporation shall be prima facie evidence of the giving of
the notice.

          Such notices shall specify:

          (a)  the place, the date, and the hour of such meeting;

          (b)  those matters which the board, at the time of the mailing of the
notice, intends to present for action by the shareholders;

          (c)  if directors are to be elected, the names of nominees intended at
the time of the notice to be presented by management for election and a copy of
Section 2.11 of these Bylaws;

          (d)  the general nature of a proposal, if any, to take action with
respect to approval of, (i) a contract or other transaction with an interested
director, (ii) amendment of the articles of incorporation (iii) a reorganization
of the corporation (iv) voluntary dilution of the corporation, or (v) a
distribution in dissolution other than in accordance with the rights of
outstanding preferred shares, if any; and

          (e)  such other matters, if any, as may be expressly required by
statute.

          Any information contained in a proxy statement sent with such notice
or "other" soliciting material sent with the notice shall be deemed to be a part
of the notice.



          Section 2.3   Special Meeting. Special meetings of the shareholders,
for the purpose of taking any action permitted by the shareholders under the
Nevada Revised Statutes and the Articles of Incorporation of this corporation,
may be called at any time by the chairman of the board or the president, or by
the board of directors, or by one or more shareholders holding not less than ten
percent (10%) of the votes at the meeting. Upon request in writing that a
special meeting of shareholders be called for any proper purpose, directed to
the chairman of the board, president, vice-president or secretary by any person
(other than the board) entitled to call a special meeting of shareholders, the
officer forthwith shall cause notice to be given to shareholders entitled to
vote that a meeting will be held at a time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty (60)
days after receipt of the request. Except in special cases where other express
provision is made by statute, notice of such special meetings shall be given in
the same manner as for annual meetings of shareholders. In addition to the
matters required by items (a), (b) if applicable, and (c) of the preceding
Section, notice of any special meeting shall specify the general nature of the
business to be transacted, and no other business may be transacted at such
meeting except such business as properly relates to the procedural conduct of
such meeting and is within the powers of the shareholders.

          Section 2.4   Quorum. The presence in person or by proxy of the
persons entitled to vote a majority of the voting shares at any meeting shall
constitute a quorum for the transaction of business. The shareholders present at
a duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

          Section 2.5   Adjourned Meeting and Notice Thereof. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum no other business may be transacted at such meeting, except as
provided in Section 2.4 above.

          When any shareholders' meeting, either annual or special, is adjourned
for forty-five days or more, or if after adjournment a new record date is fixed
for the adjourned meeting, notice of the-adjourned meeting shall be given as in
the case of an original meeting. Except as provided above, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or
of the business to be transacted thereat, other than by announcement of the time
and place thereof at the meeting at which such adjournment is taken.

          Section 2.6   Voting. Unless a record date for voting purposes be
fixed as provided in Section 5.1 of Article V of these Bylaws, then, subject to
the provisions of the Nevada Revised Statutes (relating to voting of shares held
by a fiduciary, in the name of a corporation, or in joint ownership), only
persons in whose names shares entitled to vote stand on the stock records of the
corporation at the close of business on the business day next preceding the day
on which notice of the meeting is given or if such notice is waived, at the
close of business on the business day next preceding the day on which the
meeting of shareholders is held, shall be entitled to vote at such meeting, and
such day shall be the record date for such meeting. Such vote may be oral or by
ballot; provided, however, that all elections for directors



must be by ballot upon demand made by a shareholder at any election and before
the voting begins. If a quorum is present, except with respect to election of
directors, the affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on any matter shall be the act of the shareholders,
unless the vote of a greater number or voting by classes is required by the
Nevada Revised Statutes, or the Articles of Incorporation.

          Section 2.7   Validation of Defectively Called or Noticed Meeting. The
transactions of any meeting of shareholders, either annual or special, however
called and noticed, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy, or who, though present, has, at the
beginning of the meeting, properly objected to the transaction of any business
because the meeting was not lawfully called or convened, or to particular
matters of business legally required to be included in the notice, but not so
included, signs a waiver of notice, or a consent to the holding of such meeting,
or an approval of the minutes thereof. The waiver of notice or consent need not
specify either the business to be transacted or the purpose of any annual or
special meeting of shareholders, except that if action is taken or proposed to
be taken for approval of any of those matters specified in Section 2.2(d) of
Article 11, the waiver of notice or consent shall state the general nature of
the proposal. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

          Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
of the meeting if that objection is expressly made at the meeting.

          Section 2.8   Action Without Meeting. Directors may be elected without
a meeting by a consent in writing, setting forth the action so taken, signed by
all of the persons who would be entitled to vote for the election of directors;
provided that, without notice, a director may be elected at any time to fill a
vacancy (other than one created by removal) not filled by the directors, by the
written consent of persons holding a majority of the outstanding shares entitled
to vote for the election of directors.

          Any other action which, under Chapter 78 of the Nevada Revised
Statutes, may be taken at a meeting of the shareholders, may be taken without a
meeting, and without notice except as hereinafter set forth, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take action at a meeting at which all shares
entitled to vote thereon were present and voted. Unless the consents of all
shareholders entitled to vote have been solicited in writing:

          (a)  Notice of any proposed shareholder approval of, (i) a contract or
other transaction with an interested director, (ii) indemnification of an agent
of the corporation as authorized by Section 3.15, of Article III, of these
Bylaws, (iii) a reorganization of the corporation as defined in the Nevada
Revised Statutes, or (iv) a distribution in dissolution other than in accordance
with the rights of outstanding preferred shares, if any, without a meeting by



less than unanimous written consent, shall be given at least ten (10) days
before the consummation of the action authorized by such approval; and

          (b)  Prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than unanimous written
consent, to those shareholders entitled to vote who have not consented in
writing. Such notices shall be given in the manner and shall be deemed to have
been given as provided in Section 2.2 of Article 11 of these Bylaws.

          Unless, as provided in Section 5.1 of Article V of these Bylaws, the
board of directors has fixed a record date for the determination of shareholders
entitled to notice of and to give such written consent, the record date for such
determination shall be the day on which the first written consent is given. All
such written consents shall be filed with the Secretary of the corporation.

          Any shareholder giving a written consent, or the shareholder's
proxyholders, or a transferee of the shares, or a personal representative of the
shareholder, or their respective proxyholders, may revoke the consent by a
writing received by the corporation prior to the time that written consents by
the number of shares required to authorize the proposed action have been filed
with the Secretary of the corporation, but may not do so thereafter. Such
revocation is effective upon its receipt by the Secretary of the corporation.

          Section 2.9   Proxies. Every person entitled to vote shall have the
right to do so either in person or by one or more agents authorized by a written
proxy executed by such person or his duly authorized agent and filed with the
Secretary of the corporation. Any proxy duly executed is not revoked and
continues in full force and effect until, (i) an instrument revoking it or a
duly executed proxy, bearing a later date is filed with the Secretary of the
corporation prior to the vote pursuant thereto, (ii) the person executing the
proxy attends the meeting and votes in person or (iii) written notice of the
death or incapacity of the maker of such proxy is received by the corporation
before the vote pursuant thereto is counted; provided, that no such proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution, unless the person executing it specifics therein the length of time
for which such proxy is to continue in force; provided further, that an
irrevocable proxy satisfying the requirements of the Nevada Revised Statutes
shall not be revoked except in accordance with its terms or if it becomes
revocable under the provisions of the Nevada Revised Statutes.

          Section 2.10  Inspectors of Election. In advance of any meeting of
shareholders, the board of directors may appoint any persons as inspectors of
election to act at such meeting or any adjournment thereof. If inspectors of
election be not so appointed, the chairman of any such meeting may, and on the
request of any shareholder or his proxy shall, make such appointment the
meeting. The number of inspectors shall be either one (1) or three (3). If
appointed at a meeting on the request of one or more shareholders or proxies,
the majority of shares represented in person or by proxy shall determine whether
one (1) or three (3) inspectors are to be appointed. In case any person
appointed as inspector fails to appear or fails or refuses to act, the vacancy
may, and on the request of any shareholder or a shareholder's proxy shall, be
filled by appointment by the board of directors in advance of the meeting, or at
the meeting by the chairman of the meeting.



          The duties of such inspectors shall include: determining the number of
shares outstanding and the voting power of each, the shares represented at the
meeting, the existence of a quorum, the authenticity, validity and effect of
proxies; receiving votes, ballots or consents; hearing and determining all
challenges and questions in any way arising in connection with the right to
vote; counting and tabulating all votes or consents; determining when the polls
shall close; determining the result; and such acts as may be proper to conduct
the election or vote with fairness to all shareholders. In the determination of
the validity and effect of proxies, the dates contained on the forms of proxy
shall presumptively determine the order of execution of the proxies, regardless
of the postmark dates on the envelopes in which they are mailed. In making their
determinations, the inspectors may consider whether proxies were solicited in
accordance with applicable provisions of law.

          The inspectors of election shall perform their duties impartially, in
good faith, to the best of their ability and as expeditiously as is practical.
If there arc three inspectors of election, the decision, act or certificate of a
majority is effective in all respects as the decision, act or certificate of
all. Any report or certificate made by the inspectors of election is prima facie
evidence of the facts stated therein.

          Section 2.11  Nomination of Directors. Nominations for election of
members of the board of directors may be made by the board of directors or by
any shareholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors. Notice of intention to make any
nominations (other than for persons named in the notice of the meeting at which
such nomination is to be made) shall be made in writing and shall be delivered
or mailed to the Chairman/Chief Executive Officer or the Vice Chairman/President
of the corporation by the later of the close of business 21 days prior to any
meeting of shareholders called for the election of directors or 10 days after
the date of mailing of notice of the meeting to shareholders. Such notification
shall contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the number of shares of
capital stock of the corporation owned by each proposed nominee; (d) the name
and residence address of the notifying shareholder, (e) the number of shares of
capital stock of the corporation owned by the notifying shareholder; (f) with
the written consent of the proposed nominee, a copy of which shall be furnished
with the notification, whether the proposed nominee has ever been convicted of
or pleaded nolo contenders to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy, or been adjudged bankrupt. The
notice shall be signed by the nominating shareholder and by the nominee.
Nominations not made in accordance herewith shall be disregarded by the chairman
of the meeting, and upon his instructions, the inspectors of election shall
disregard all votes cast for each such nominee. The restrictions set forth in
this paragraph shall not apply to nomination of a person to replace a proposed
nominee who has died or otherwise become incapacitated to serve as a director
between the last day for giving notice hereunder and the date of election of
directors if the procedure called for in this paragraph was followed with to the
respect nomination of the proposed nominee.

                                   ARTICLE III

                                    Directors



          Section 3.1   Powers. Subject to limitations of the Articles of
Incorporation and of the Nevada Revised Statutes as to action to be authorized
or approved by the shareholders, and subject to the duties of directors as
prescribed by the Bylaws, all corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
controlled by, the board of directors. Without prejudice to such general powers,
but subject to the same limitations, it is hereby expressly declared that the
directors shall have the following powers, to wit:

          First - To select and remove all the officers, agents and employees of
the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the Bylaws, fix
their compensation and require from them security for faithful service.

          Second - To conduct, manage and control the affairs and business of
the corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the articles of incorporation or the Bylaws, as
they may deem best.

          Third - To change the principal executive office and principal office
for the transaction of the business of the corporation from one location to
another as provided in Article I, Section 1.3, hereof; to fix and locate from
time to time one or more subsidiary offices of the corporation within or without
the State of Nevada, as provided in Article I, Section 1.2, hereof; to designate
anyplace within or without the State of Nevada for the holding of any
shareholders' meeting or meetings; and to adopt, make and use a corporate seal,
and to prescribe the forms of certificates of stock, and to alter the form of
such seal and of such certificates from time to time, as in their judgment they
may deem best, provided such seal and such certificates shall at all times
comply with the provisions of law.

          Fourth - To authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful.

          Fifth - To borrow money and incur indebtedness for the purposes of the
corporation and to cause to be executed and delivered therefor, in the corporate
name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations or other evidence of debt and securities therefor.

          Sixth - By resolution adopted by a majority of the authorized number
of directors, to designate executive and other committees, each consisting of
two or more directors, to serve at the pleasure of the board, and to prescribe
the manner in which proceedings of such committees shall be conducted. Unless
the board of directors shall otherwise prescribe the manner of proceedings of
any such committees, meetings of such committees may be regularly scheduled in
advance and may be called at any time by the chairman or any two members
thereof; unless the board of directors otherwise prescribes, the other
provisions of these Bylaws with respect to notice and conduct of meetings of the
board shall govern. Any such committee, to the extent provided in a resolution
of the board, shall have all of the authority of the board, except with respect
to:



               (i)    the approval of any action for which the Nevada Revised
Statutes or the Articles of Incorporation also requires shareholder approval,

               (ii)   the filling of vacancies on the board or in any committee;

               (iii)  the fixing of compensation of the directors for serving on
the board or on any committee;

               (iv)   the adoption, amendment or repeal of the board;

               (v)    the amendment or repeal of any resolution or bylaw,

               (vi)   any distribution to the shareholders, except at a rate or
in a periodic amount or within a price range determined by the board;

               (vii)  the appointment of other committees of the board or the
members thereof; and

               (viii) taking any action which requires approval of a specified
number or portion of the directors under any provision of law or regulation or
the Articles of Incorporation.

          Section 3.2   Number and Qualification of Directors. The authorized
number of directors of the corporation shall be not less than five (5) nor more
than fifteen (15). The exact number of directors shall be fixed, from time to
time, within the limits specified in this Section 3.2, (i) by a resolution duly
adopted by the board of directors, or (ii) by a bylaw or amendment thereof duly
adopted by the vote of the holders of a majority of the outstanding shares
entitled to vote or written consent of the holders of a majority of the
outstanding shares entitled to vote.

          Subject to the foregoing provisions for changing the number of
directors, the number of directors of this corporation has been fixed at seven
(7).

          Section 3.3   Election and Term of Office In the event that the
authorized number of directors shall be fixed at (9) or more, the board of
directors shall be divided into three classes: Class I, Class II and Class III,
each consisting of a number of directors as nearly as practicable to one-third
of the total number of directors. Directors in Class I shall initially serve for
a term expiring at the Annual Meeting of Shareholders held in 2004. Directors in
Class II shall initially serve for a term expiring at the Annual Meeting of
Shareholders held in 2005. Directors in Class III shall initially serve for a
term expiring at the Annual Meeting of Shareholders held in 2003. Thereafter,
each director shall serve for a term ending at the third annual meeting
following the annual meeting at which such director was elected. In the event
that the authorized number of directors shall be fixed with at least five (5),
but less than nine (9), the board of directors shall be divided into two
classes, designated Class I and Class II, each consisting of one-half of the
directors or as close an approximation as possible. At each annual meeting, each
of the successors to the directors of the class whose term shall have expired at
such annual meeting shall be elected for a term running until the second annual
meeting next succeeding his or her election and until his or her successor shall
have been duly elected. The



foregoing notwithstanding, each director shall serve until his or her successor
shall have been duly elected and qualified, unless such director shall resign,
die, become disqualified or disable, or shall otherwise be removed.

          At each annual election, the directors chosen to succeed those whose
terms then expire shall be identified as being of the same class as the
directors they succeed, unless, by reason of any intervening changes in the
authorized number of directors, the board of directors shall designate one or
more directorships whose term then expires as directorships of another class in
order to more nearly achieve equality in the number of directors among the
classes. When the board of directors fills a vacancy resulting from the
resignation, death, disqualification or removal of a director, the director
chosen to fill that vacancy shall be of the same class as the director he or she
succeeds, unless, by reason of any previous changes in the authorized number of
directors, the board of directors shall designate the vacant directorship as a
directorship of another class in order to more nearly achieve equality in the
number of directors among the classes.

          Notwithstanding the rule that the classes shall be as nearly equal in
number of directors as possible, in the event of any change in the authorized
number of directors, each director then continuing to serve as such will
nevertheless continue as a director of the class of which he or she is a member,
until the expiration of his or her current term, or until such director's
earlier resignation, death, disqualification or removal. If any newly created
directorship or vacancy on the board of directors, consistent with the rule that
the three classes shall be as nearly as equal in number of directors as
possible, may be allocated to one or more classes, the board of directors shall
allocate it to that of the available class whose term of office is due to expire
at the earlier date following such allocation.

          The election of directors shall not be by cumulative voting. At each
election of directors, each shareholder entitled to vote may vote all the shares
held by that shareholder for each of several nominees for director up to the
number of directors to be elected. The shareholder may not cast more votes for
any single nominee than the number of shares by the shareholder.

          Section 3.4   Vacancies. A vacancy in the board of directors shall be
deemed to exist (i) in case of the death, resignation or removal of any
director, (ii) if a director has been declared of unsound mind by order of court
or convicted of a felony, (iii) if the authorized number of directors be
increased, or (iv) if the shareholders fail, at any annual or special meeting of
shareholders at which any director or directors are elected, to elect the full
authorized number of directors to be voted for at that meeting.

          The number of directors of the corporation shall be such number, ,as
shall be provided from time to time in the Bylaws; provided, however, that no
decrease in the number of directors shall have the effect of shortening the term
of any incumbent director, and provided further, that no action shall be taken
to decrease or increase the number of directors within the range stated in the
Bylaws unless at least two-thirds of the directors then in office shall concur
in



said action. Vacancies in the board of directors of corporation, however caused,
and newly created directorship shall be filled by a vote of two-thirds of the
directors then in office, whether or not a quorum, and any director so chosen
shall hold office for a term expiring at the annual meeting of stockholders at
which the term of the class to which the director has been chosen expires and
when the director's successor is elected and qualified.

          Any director may resign effective upon giving written notice to the
chairman of the board, the president, the secretary or the board of directors of
the corporation, unless the notice specifics a .later time for the effectiveness
of such resignation. If the board of directors accepts the resignation of a
director tendered to take effect at a future time, the board or the shareholders
shall have power to elect a successor to take office when the resignation is to
become effective, as provided in the previous paragraph.

          No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.

          Section 3.5   Place of Meeting. Regular meetings of the board of
directors shall be held at any place within or without the State of Nevada which
has ban designated from time to time by resolution of the board or by written
consent of all members of the board. In the absence of such designation regular
meetings shall be held at the principal executive office of the corporation.
Special meetings of the board may be held either at a place so designated,
within or without the State of Nevada, or at the principal executive office.

          Section 3.6   Organization Meeting. Immediately following each annual
meeting of shareholders, the board of directors shall hold a regular meeting at
the place of said annual meeting or at such other place as shall be fixed by the
board of directors, for the purpose of organization, election of officers, and
the transaction of other business. Call and notice of such meetings are hereby
dispensed with.

          Section 3.7   Other Regular Meetings. Other regular meetings of the
board of directors shall be held without call on the 3rd Wednesday of each
month, at 9:00 a.m. (unless another date and time is fixed by the board);
provided, however, should said day fall upon a legal holiday, then said meeting
shall be held at the same time on the next day thereafter ensuing which, is a
full business day. Notice of all such regular meetings of the board of directors
is hereby dispensed with.

          Section 3.8   Special Meetings. Special meetings of the board of
directors for any purpose or purposes shall be called at any time by the
chairman of the board, the president, or by any two directors.

          Written notice of the time and place of special meetings shall be
delivered personally to each director or communicated to each director orally,
by telephone, or by telegraph or mail, charges prepaid, addressed to him at his
address as it is shown upon the records of the corporation or, if it is not so
shown on such records or is not readily ascertainable, at the place at which the
meetings of the directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or delivered to the
telegraph company in the place in which the principal executive office of the
corporation is located at least



forty-eight hours prior to the time of the holding of the meeting. In case such
notice is delivered personally or by telephone, as above provided, it shall be
so delivered at least twenty-four hours prior to the time of the holding of the
meeting. Such mailing, telegraphing or delivery, personally, orally or by
telephone, as above provided, shall be due, legal and personal notice to such
director.

          Any notice shall state the date, place and hour of the meeting and may
state the general nature of the business to be transacted, and other business
may be transacted at the meeting.

          Section 3.9   Action Without Meeting. Any action by the board of
directors may be taken without a meeting if all members of the board shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
board and shall have the same force and effect as a unanimous vote of such
directors.

          Section 3.10  Action at a Meeting: Quorum and Required Vote. Presence
of a majority of the authorized number directors at a meeting of the board of
directors constitutes a quorum for the transaction of business, except as
hereinafter provided, or as provided in the Articles of Incorporation or
Statute. Members of the board may participate in a meeting through use of
conference telephone or similar communications equipment, so long as all members
participating in such meeting can hear one another. Participation in a meeting
as permitted in the preceding sentence constitutes presence in person at such
meeting. Except as provided in the Articles of Incorporation, Statute or Bylaws,
every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the act of
the board of directors, unless a greater number, or the same number after
disqualifying one or more directors from voting, is required by law, by the
Articles of Incorporation, or by these Bylaws. A meeting at which a quorum is
initially present may continue to transact business notwithstanding the
withdrawal of director, provided that any action taken is approved by at least a
majority of the required quorum for such meeting.

          Section 3.11  Validation of Defectively Called or Noticed Meeting. The
transactions of any meeting of the board of directors, however called and
noticed or wherever held, shall be as valid as though had at a meeting duly held
after regular call and notice, if a quorum is present and if, either before or
after the meeting, each of the directors not present or who, though present, has
prior to the meeting or at its commencement, protested the lack of proper notice
to him, (i) signs a written waiver of notice or a consent to holding such
meeting or an approval of the minutes thereof, or (ii) waives notice and
withdraws his objection. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.

          Attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, unless a director attends for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called, noticed, or convened, provided, however, if after stating his objection,
the objecting director continues to attend and by his attendance participates in
any matters other than those to which he objected, he shall be deemed to have
waived notice of such meeting and withdrawn his objections.



          Section 3.12  Adjournment. A majority of the directors present at any
director's meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.

          Section 3.13  Notice of Adjournment. If the meeting is adjourned for
more than 24 hours, notice of any adjournment to another time or place must be
given prior to the time of the adjourned meeting to the directors who were not
present at the time of adjournment. Otherwise notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place be fixed at the meeting adjourned.

          Section 3.14  Fees and Compensation. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
board.

          Section 3.15  Indemnification of Agents of the Corporation: Purchase
of Liability Insurance.

          (a)  The corporation shall, to the maximum extent and in the manner
permitted by the General Corporation Law of the State of Nevada (the "Code"),
indemnify each of its directors against expenses, judgments, fines, settlements,
and other amounts actually and reasonably incurred in connection with any
proceeding, arising by reason of the fact that such person is or was an agent of
the corporation. For purposes of this Section 3.15 a "director" of the
corporation includes any person (i) who is or was serving at the request of the
corporation as a director of another corporation, partnership, joint venture,
trust or other enterprise, or (ii) who was director of a corporation which was a
predecessor corporation of the corporation or of another enterprise at the
request of such predecessor corporation.

          (b)  The corporation shall have the power, to the extent and in the
manner permitted by the Code, to indemnify each of its officers, employees and
agents against expenses, judgments, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding, arising by
reason of the fact that such person is or was an officer, employee or agent of
the corporation. For purpose of this Section 3.15, an "officer", "employee" or
"agent" of the corporation includes any person (i) who is or was an officer,
employee, or agent of the corporation, (ii) who is or was serving at the request
of the corporation as an officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or (iii) who was an
officer, employee or agent of the corporation which was a predecessor
corporation of the corporation or of another enterprise at the request of such
predecessor corporation.

          (c)  Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is required pursuant to Section 3.15 shall
be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
party to repay such amount if it shall ultimately Be determined that the
indemnification party is not entitled to be indemnified as authorized in this
Section 3.15. Expenses incurred in defending any civil or criminal action or
proceeding for which indemnification is permitted pursuant to Section 3.15 may
be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on



behalf of the indemnified party to repay such amount if it shall ultimately be
determined that the indemnified party is not entitled to be indemnified as
authorized in this Section 3.15.

          (d)  The indemnification provided by this Section 3.15 shall not be
deemed exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office, to the extent that such
additional rights to indemnification are authorized in the Articles of
Incorporation.

          (e)  The corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was an agent of the corporation
against any liability asserted against or incurred by such person in such
capacity or arising out of such person's status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Section 3.15.

          (f)  No indemnification or advance shall be made under this Section
3.15, except where such indemnification or advance is mandated by law or the
order, judgment or decree of any court of competent jurisdiction, in any
circumstance where it appears:

               (1)     That it would be inconsistent with a provision of the
Articles of Incorporation, these Bylaws, a resolution of the shareholders or an
agreement in effect at the time of the accrual of the alleged cause of the
action asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

               (2)     That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.

                                   ARTICLE IV

                                    Officers

          Section 4.1  Officers. The officers of the corporation shall be a
chairman of the board and chief executive officer; a vice chairman and
president; an executive vice president and treasurer, an executive vice
president and chief financial officer; and a secretary. The corporation may also
have, at the discretion of the board of directors, one or more additional vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section. 4.3 of this Article IV. One person may hold two or more offices, except
that the offices of chief executive officer and secretary shall not be held by
the same person.

          Section 4.2  Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 4.3 or
Section 4.5 of this Article, shall be chosen annually by the board of directors,
and each shall hold his office until he shall resign or shall be removed or
otherwise disqualified to serve, or his successor shall be elected and
qualified.



          Section 4.3   Subordinate Officers, Etc. The board of directors may
appoint, and may empower the chairman of the board/chief executive officer to
appoint, such other officers as the business of the corporation may require,
each of whom shall hold office, for such period, have such authority and perform
such duties as are provided in the Bylaws or as the board of directors may from
time to time determine.

          Section 4.4   Removal and Resignation. Any officer may be removed,
either with or without cause, by the board of directors, at any regular or
special meeting thereof or, except in case of an officer chosen by the board of
directors, by any officer upon whom such power of removal may be conferred by
the board of directors (subject, in each case, to the rights, if any, of an
officer under any contract of employment).

          Any officer may resign at any time by giving written notice to the
board of directors or to the chairman of the board, or to the secretary of the
corporation, without prejudice however, to the rights, if any, of the
corporation under any contract to which such officer is .a party. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.

          Section 4.5   Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the Bylaws for regular appointments to such office.

          Section 4.6   Chairman of the Board/Chief Executive Officer. The
chairman of the board shall be the chief executive officer of the corporation
and shall, subject to the control of the board of directors, have general
supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and at all
meetings of the board of directors. He shall be ex-officio a member of all the
standing committees (except the audit committee), including the executive
committee, if any, and shall have the general powers, and duties of management
usually vested in the office of chief executive officer of a corporation, and
shall have such other powers and duties as may be prescribed by the board of
directors or the Bylaws. He shall also exercise and perform such other powers
and duties as may be from time to time assigned to him by the board of directors
or prescribed by the Bylaws.

          Section 4.7   Vice Chairman and President. The president shall act as
the chief executive officer of the corporation during any times the chairman and
chief executive officer is unavailable to so serve. He shall also exercise and
perform such other powers and duties as may be from time to time assigned to him
by the board of directors or prescribed by the Bylaws.

          Section 4.8   Vice President. In the absence or disability of the
chairman of the board and the president, the vice presidents in order of their
rank as fixed by the board of directors or, if not ranked, the vice president
designated by the board of directors, shall perform all the duties of the
chairman and the president, and when so acting shall have all the powers of and
be subject to all the restrictions upon the chairman and the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors
or the Bylaws.



          Section 4.9   Secretary. The secretary shall record or cause to be
recorded, and shall keep or cause to be kept, at the principal executive office
and such other place as the board of directors may order, a book of minutes of
actions taken at all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and, if special, how authorized,
the notice thereof given, the names of those present at director's meetings, the
number of shares present or represented at shareholder's meetings, and the
proceedings thereof.

          The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent, a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses, the number and classes of shares held by each, the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.

          The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the board of directors required by the
Bylaws or by law to be given, and he shall keep the seal of the corporation in
safe custody, and shall have such other powers and perform such other duties as
may be prescribed by the board of directors or by the Bylaws.

          Section 4.10  Chief Financial Officer. The chief financial officer
shall be the chief financial officer of the corporation and shall keep and
maintain, or cause to be kept and maintained, adequate and correct accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
surplus and shares. The books of account shall at all reasonable times be open
to inspection by any director.

          The chief financial officer shall cause all moneys and other valuables
to be deposited in the name and to the credit of the corporation with such
depositories as may be designated by the board of directors. He shall disburse
the funds of the corporation as may be ordered by the board of directors, shall
render to the chairman, the president and directors, whenever they request it,
an account of all of his transactions as chief financial officer and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the board of directors or the
Bylaws.

                                    ARTICLE V

                                  Miscellaneous

          Section 5.1   Record Date. The board of directors may fix a time in
the future as a record date for the determination of the shareholders entitled
to notice of and to vote at any meeting of shareholders or entitled to give
consent to corporate action in writing without a meeting, to receive any report,
to receive any dividend or distribution, or any allotment of rights, or to
exercise rights in respect to any change, conversion, or exchange of shares. The
record date so fixed shall be not more than sixty (60) days nor less than ten
(10) days prior to the date of any meeting, nor more than sixty (60) days prior
to any meeting or any other event for the purpose of which it is fixed. When a
record date is so fixed, only shareholders of record on that date are entitled
to notice of and to vote at any such meeting, to give consent without a meeting,
to receive any report, to receive a dividend, distribution, or allotment of
rights, or to exercise the



rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date, except as otherwise provided in
the Articles of Incorporation or Bylaws.

          Section 5.2   Inspection of Corporate Records. The accounting books
and records, the record of shareholders, and minutes of proceedings of the
shareholders and the board and committees of the board of this corporation and
any subsidiary of this corporation shall be open to inspection upon the written
demand on the corporation of any shareholder or holder of a voting trust
certificate at any reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or as the holder
of such voting trust certificate. Such inspection by a shareholder or holder of
a voting trust certificate may be made in person or by agent or attorney, and
the right of inspection includes the right to copy and make extracts.

          Section 5.3   Checks, Drafts, Etc. All checks, drafts or other orders
for payment of money, notes or other evidences of indebtedness, issued in the
name of or payable to the corporation, shall be signed .or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the board of directors.

          Section 5.4   Annual and Other Reports. The board of directors of the
corporation shall cause an annual report to be sent to the shareholders not
later than 120 days after the close of the fiscal or calendar year. The
requirement for such annual report is dispensed with so long as this corporation
has less than 100 shareholders of record. Such report shall contain a balance
sheet as of the end of such fiscal year and an income statement and statement of
changes in financial position for such fiscal year, accompanied by any report
thereon of independent accountants or, if there is no such report, the
certificate of an authorized officer of the corporation that such statements
were prepared without audit from the books and records of the corporation.

          The corporation shall, upon the written request of any shareholder,
mail to the shareholder a copy of the last annual income statement which it has
prepared and a balance sheet as of the end of the period. The quarterly income
statements and balance sheets referred to in this section shall be accompanied
by the report thereon, if any, of any independent accountants engaged by the
corporation or the certificate of an authorized officer of the corporation that
such financial statements were prepared without audit from the books and records
of the corporation.

          Section 5.5   Contracts, Etc., How Executed. The board of directors,
except as in the Bylaws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the
board of directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to pledge its
credit or to render it liable for any purpose or to any amount.

          Section 5.6   Certificate for Shares. Every holder of shares in the
corporation shall be entitled to have a certificate signed in the name of the
corporation by the chairman or vice chairman of the board or the president or a
vice president and by the chief financial officer



or the secretary or any assistant secretary, certifying the number of shares and
the class or series of shares owned by the shareholder. Any of the signatures on
the certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if such person were an officer, transfer agent or registrar at
the date of issue.

          Any such certificate shall also contain such legend or other statement
as may be required under the Nevada Revised Statutes, the federal securities
laws, and any agreement between the corporation and the issuee thereof.

          No new certificate for shares shall be issued in lieu of an old
certificate unless the latter is surrendered and cancelled at the same time;
provided, however, that a new certificate will be issued without the surrender
and cancellation of the old certificate if (1) the old certificate is lost,
apparently destroyed or wrongfully taken; (2) the request for the issuance of
the new certificate is made within a reasonable time after the owner of the old
certificate has notice of its loss, destruction, or theft; (3) the request for
the issuance of a new certificate is made prior to the receipt of notice by the
corporation that the old certificate has been acquired by a bona fide purchaser;
(4) the owner of the old certificate files a sufficient indemnity bond with or
provides other adequate security to the corporation; and (5) the owner satisfies
any other reasonable requirements imposed by the corporation. In the event of
the issuance of a new certificate, the rights and liabilities of the
corporation, and of the holders of the old and new certificates, shall be
governed by the provisions of the Nevada Commercial Code.

          Section 5.7   Representation of Shares of Other Corporation. The
chairman of the board, the president or any executive vice president, and the
secretary or any assistant secretary of this corporation, are authorized to
vote, represent and exercise on behalf of this corporation all rights incident
to any and all shares of any other corporation or corporations standing in the
name of this corporation. The authority herein granted to said officers to vote
or represent on behalf of this corporation any and all shares held by this
corporation any other corporation or corporations may be exercised either by
such officers in person or by any other person authorized so to do by proxy or
power of attorney duly executed by said officers.

          Section 5.8   Inspection of Bylaws. The corporation shall keep in its
principal executive office in California, the original or a copy of the Bylaws
as amended or otherwise altered to date, certified by the secretary, which shall
be open to inspection by the shareholders at all reasonable times during office
hours.

          Section 5.9   Construction and Definitions. Unless the context
otherwise requires, the general provisions, rules of construction and
definitions contained in the Nevada General Corporation Law shall govern the
construction of these Bylaws. Without limiting the generality of the foregoing,
the masculine gender includes the feminine and neuter, the singular number
includes the plural and .the plural number includes the singular, and the term
"person" includes a corporation as well as a natural person.



                                   ARTICLE VI

                                   Amendments

          Section 6.1   Power of Shareholders. Except as provided in the
Articles of Incorporation, Statute, or these Bylaws, new Bylaws may be adopted
or these Bylaws may be amended or repealed by the affirmative vote of a majority
of the outstanding shares entitled to vote, or by the written assent of
shareholders entitled to vote such shares, except as otherwise provided by law
or by the Articles of Incorporation.

          Section 6.2   Power of Directors. Subject to the right of shareholders
as provided in Section 6.1 of this Article VI to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended or repealed by the board of directors provided,
however, that the board of directors may adopt a bylaw or amendment thereof
changing the authorized number of directors only for the purpose of fixing the
exact number of directors within the limits specified in the articles of
incorporation or in Section 3.2 of Article III of these Bylaws.



                            CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

          1.   That I am duly elected, qualified, and acting secretary of
Commercial Capital Bancorp, a Nevada corporation; and

          2.   That these Bylaws, consisting of 18 pages, constitute the Bylaws
of the said corporation as duly adopted by action of the board of directors of
the corporation duly taken on June 21, 1999.

          IN WITNESS HEREOF, I have hereunto subscribed my name and affix the
seal of said corporation this 24th day of June, 1999.

                                              /s/ Christopher G. Hagerty
                                              Christopher G. Hagerty, Secretary

EX-4.0

                                                                     Exhibit 4.0


                        COMMERCIAL CAPITAL BANCORP, INC.

COMMON STOCK                                            CERTIFICATE NO.  __
   _____ SHARES

(PAR VALUE, $.001 PER SHARE)                          SEE REVERSE FOR CERTAIN
                                                    DEFINITIONS AND LIMITATIONS

                                               CUSIP ________________________



THIS CERTIFIES THAT _______________________________, is the registered holder of
                                _
________________________________________________________________________________


             FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
                       COMMERCIAL CAPITAL BANCORP, INC.,



a corporation organized under the laws of the State of Nevada (the
"Corporation"). The shares evidenced by this Certificate are transferable on the
books of the Corporation by the holder of record hereof, in person or by a duly
authorized attorney or legal representative, upon surrender of this Certificate
properly endorsed. This Certificate and the shares represented hereby are
subject to all the provisions of the Corporation's Articles of Incorporation and
Bylaws and all amendments thereto. The Certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the facsimile signatures of its duly authorized officers and has
caused its facsimile seal to be affixed hereto.

Dated:





- -----------------------------------     ----------------------------------------
Richard A. Sanchez, Secretary           Stephen H. Gordon, Chairman of the Board







         The shares represented by this Certificate are subject to limitations
and restrictions as set forth in the Articles of Incorporation and Bylaws of
Commercial Capital Bancorp, Inc. ("CCBI") as from time to time amended. The
Articles of Incorporation are on file in the office of the Secretary of State
for the State of Nevada, and the Articles of Incorporation and the Bylaws are on
file with the Secretary of CCBI at CCBI's executive offices. The Articles of
Incorporation of CCBI authorize CCBI to issue more than one class of stock,
including a class of preferred stock, which may be issued in one or more series.

         The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
                                                
TEN COM - as tenants in common                     UNIF GIFT MIN ACT _____Custodian ______
TEN ENT - as tenants by the entireties                               (Cust)         (Minor)
JT TEN  - as joint tenants with right of           under Uniform Gifts to Minors
          survivorship and not as tenants          Act____________________________________
          in common                                                 (State)



Additional abbreviations may also be used though not in the above list. For
value received, __________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

[______________] ____________________________________________________

Please Print or Typewrite Name and Address including Postal Zip Code of Assignee

__________ Shares of the Common Stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _______________________________
Attorney to transfer the said stock on the books of the within-named Corporation
with full power of substitution in the premises.

Dated:  _________________



NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ENLARGEMENT OR ANY CHANGE WHATEVER




- -------------------------------------------------
Signature(s) must be guaranteed by a commercial
bank or trust company or a member firm of a major
stock exchange.

EX-4.1

                                                                     EXHIBIT 4.1

                        COMMERCIAL CAPITAL BANCORP, INC.

                                    as Issuer


                                    INDENTURE

                          Dated as of November 28, 2001


                            WILMINGTON TRUST COMPANY

                                   as Trustee


           FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2031




                                                                                                
                                                ARTICLE I
                                               DEFINITIONS

Section 1.01     Definitions.........................................................................  1

                                                ARTICLE II
                                             DEBT SECURITIES

Section 2.01     Authentication and Dating...........................................................  9

Section 2.02     Form of Trustee's Certificate of Authentication.....................................  9

Section 2.03     Form and Denomination of Debt Securities............................................  9

Section 2.04     Execution of Debt Securities........................................................ 10

Section 2.05     Exchange and Registration of Transfer of Debt Securities............................ 10

Section 2.06     Mutilated, Destroyed, Lost or Stolen Debt Securities................................ 13

Section 2.07     Temporary Debt Securities........................................................... 13

Section 2.08     Payment of Interest................................................................. 14

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....................................................................... 18

                                               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............................................... 19

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

Section 3.09     Covenants as to the Trust........................................................... 22

                                               ARTICLE IV
                            LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

Section 4.01     Securityholders' Lists.............................................................. 22

Section 4.02     Preservation and Disclosure of Lists................................................ 22



                                        i



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

Section 5.01     Events of Default................................................................... 24

Section 5.02     Payment of Debt Securities on Default; Suit Therefor................................ 25

Section 5.03     Application of Moneys Collected by Trustee.......................................... 27

Section 5.04     Proceedings by Securityholders...................................................... 27

Section 5.05     Proceedings by Trustee.............................................................. 28

Section 5.06     Remedies Cumulative and Continuing.................................................. 28

Section 5.07     Direction of Proceedings and Waiver of Defaults by Majority of
                 Securityholders..................................................................... 28

Section 5.08     Notice of Defaults.................................................................. 29

Section 5.09     Undertaking to Pay Costs............................................................ 29

                                                ARTICLE VI
                                          CONCERNING THE TRUSTEE

Section 6.01     Duties and Responsibilities of Trustee.............................................. 30

Section 6.02     Reliance on Documents, Opinions, etc................................................ 31

Section 6.03     No Responsibility for Recitals, etc................................................. 32

Section 6.04     Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                 Registrar May Own Debt Securities................................................... 32

Section 6.05     Moneys to be Held in Trust.......................................................... 32

Section 6.06     Compensation and Expenses of Trustee................................................ 32

Section 6.07     Officers' Certificate as Evidence................................................... 33

Section 6.08     Eligibility of Trustee.............................................................. 33

Section 6.09     Resignation or Removal of Trustee................................................... 34

Section 6.10     Acceptance by Successor Trustee..................................................... 35

Section 6.11     Succession by Merger, etc........................................................... 36

Section 6.12     Authenticating Agents............................................................... 37

                                               ARTICLE VII
                                      CONCERNING THE SECURITYHOLDERS

Section 7.01     Action by Securityholders........................................................... 38

Section 7.02     Proof of Execution by Securityholders............................................... 38

Section 7.03     Who Are Deemed Absolute Owners...................................................... 39

Section 7.04     Debt Securities Owned by Company Deemed Not Outstanding............................. 39



                                       ii



                                                                                                
Section 7.05     Revocation of Consents; Future Holders Bound........................................ 39

                                               ARTICLE VIII
                                        SECURITYHOLDERS' MEETINGS

Section 8.01     Purposes of Meetings................................................................ 40

Section 8.02     Call of Meetings by Trustee......................................................... 40

Section 8.03     Call of Meetings by Company or Securityholders...................................... 41

Section 8.04     Qualifications for Voting........................................................... 41

Section 8.05     Regulations......................................................................... 41

Section 8.06     Voting.............................................................................. 42

Section 8.07     Quorum; Actions..................................................................... 42

                                                ARTICLE IX
                                         SUPPLEMENTAL INDENTURES

Section 9.01     Supplemental Indentures without Consent of Securityholders.......................... 43

Section 9.02     Supplemental Indentures with Consent of Securityholders............................. 44

Section 9.03     Effect of Supplemental Indentures................................................... 45

Section 9.04     Notation on Debt Securities......................................................... 45

Section 9.05     Evidence of Compliance of Supplemental Indenture to be Furnished to
                 Trustee............................................................................. 46

                                                ARTICLE X
                                         REDEMPTION OF SECURITIES

Section 10.01    Optional Redemption................................................................. 46

Section 10.02    Special Event Redemption............................................................ 46

Section 10.03    Notice of Redemption; Selection of Debt Securities.................................. 46

Section 10.04    Payment of Debt Securities Called for Redemption.................................... 47

                                                ARTICLE XI
                            CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

Section 11.01    Company May Consolidate, etc., on Certain Terms..................................... 48

Section 11.02    Successor Entity to be Substituted.................................................. 48

Section 11.03    Opinion of Counsel to be Given to Trustee........................................... 49

                                               ARTICLE XII
                                 SATISFACTION AND DISCHARGE OF INDENTURE

Section 12.01    Discharge of Indenture.............................................................. 49

Section 12.02    Deposited Moneys to be Held in Trust by Trustee..................................... 49

Section 12.03    Paying Agent to Repay Moneys Held................................................... 50



                                       iii



                                                                                                
Section 12.04    Return of Unclaimed Moneys ......................................................... 50

                                               ARTICLE XIII
                     IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 13.01    Indenture and Debt Securities Solely Corporate Obligations.......................... 50

                                               ARTICLE XIV
                                         MISCELLANEOUS PROVISIONS

Section 14.01    Successors.......................................................................... 51

Section 14.02    Official Acts by Successor Entity................................................... 51

Section 14.03    Surrender of Company Powers......................................................... 51

Section 14.04    Addresses for Notices, etc.......................................................... 51

Section 14.05    Governing Law....................................................................... 51

Section 14.06    Evidence of Compliance with Conditions Precedent.................................... 51

Section 14.07    Non-Business Days................................................................... 52

Section 14.08    Table of Contents, Headings, etc.................................................... 52

Section 14.09    Execution in Counterparts........................................................... 52

Section 14.10    Separability........................................................................ 52

Section 14.11    Assignment.......................................................................... 52

Section 14.12    Acknowledgment of Rights............................................................ 53

                                                ARTICLE XV
                                     SUBORDINATION OF DEBT SECURITIES

Section 15.01    Agreement to Subordinate............................................................ 53

Section 15.02    Default on Senior Indebtedness...................................................... 54

Section 15.03    Liquidation; Dissolution; Bankruptcy................................................ 54

Section 15.04    Subrogation......................................................................... 55

Section 15.05    Trustee to Effectuate Subordination................................................. 56

Section 15.06    Notice by the Company............................................................... 56

Section 15.07    Rights of the Trustee; Holders of Senior Indebtedness............................... 57

Section 15.08    Subordination May Not Be Impaired................................................... 57



EXHIBITS

EXHIBIT A     FORM OF DEBT SECURITY
                                       iv



          THIS INDENTURE, dated as of November 28, 2001, between Commercial
Capital Bancorp, Inc., a savings and loan holding company incorporated in Nevada
(hereinafter sometimes called the "Company"), and Wilmington Trust Company, a
Delaware banking corporation, as trustee (hereinafter sometimes called the
"Trustee"),

                              W I T N E S S E T H :

          WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance of its Floating Rate Junior Subordinated Debt Securities
due 2031 (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, This Indenture Witnesseth:

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

                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01   Definitions.

          The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms
in accordance with generally accepted accounting principles and the term
"generally accepted accounting principles" means such accounting principles as
are generally accepted 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.

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

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

          "Capital Treatment Event" means the receipt by the Company and the
Trust of an opinion of counsel experienced in such matters to the effect that,
as a result of (a) any amendment to, or change in, the laws, rules or
regulations of the United States or any political subdivision thereof or
therein, or any rules, guidelines or policies of an applicable regulatory
authority for the Company or (b) 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 its then equivalent if the Company were subject to such capital
requirement) applied as if the Company (or its successors) were a bank holding
company for purposes of the capital adequacy guidelines of the Federal Reserve
(or any successor regulatory authority with jurisdiction over bank holding
companies), or any capital adequacy guidelines as then in effect and applicable
to the Company, provided, however, that the 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

                                        2



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 Commercial Capital Bancorp, Inc., a savings and loan
holding company incorporated in Nevada, 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 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 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 8, 2006, the two most closely corresponding United States Treasury
securities 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
Trustee receives fewer than five such Reference Treasury Dealer Quotations, the
average of all such Quotations.

          "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, as amended or supplemented from time to time.

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

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

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

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

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

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

                                        3



          "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 June 8th and December 8th of each year,
commencing on June 8, 2002, during the term of this Indenture.

          "Interest Rate" means a per annum rate of interest, reset
semi-annually, equal to LIBOR, as determined on the LIBOR Determination Date
immediately preceding each Interest Payment Date, plus 3.75%; provided, that the
applicable Interest Rate may not exceed 11.0% through the Interest Payment Date
in December, 2006.

          "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 six-month
Eurodollar 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)(l).

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

          "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 December 8, 2031.

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

          "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.

                                        4



          "OTS" means the Office of Thrift Supervision.

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

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

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

          "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.

          "Primary Treasury Dealer" means a primary United States Government
securities dealer in New York City.

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

          "Quotation Agent" means Salomon Smith Barney Inc. 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 10.01.

                                        5



          "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 December 8, 2006.

          "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 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 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.

          "Remaining Life" means, with respect to any Debt Security, the period
from the Special Redemption Date for such Debt Security to December 8, 2006.

          "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 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.

          "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

                                        6



approval of the OTS 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 10.02.

          "Special Redemption Price" means (1) if the Special Redemption Date is
before December 8, 2006, the greater of (a) 100% of the principal amount of the
Debt Securities being redeemed pursuant to Section 10.02 or (b) as determined by
a Quotation Agent, the sum of the present values of the principal amount payable
as part of the Redemption Price with respect to a redemption as of December 8,
2006, together with the present value of interest payments calculated at a fixed
per annum rate of interest equal to 9.95% over the Remaining Life of such Debt
Securities, discounted to the Special Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 0.50%, plus, in the case of either (a) or (b), accrued and unpaid
interest on such Debt Securities to the Special Redemption Date and (2) if the
Special Redemption Date is on or after December 8, 2006, 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

                                        7



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 more than a de minimis amount of other taxes, duties,
assessments 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 Remaining
Life (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the
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 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 on the third Business Day preceding the
Special Redemption Date.

          "Trust" means CCB Capital Trust I, the Delaware business 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.

          "Trust Securities" means Common Securities and Capital Securities of
CCB Capital Trust I.

          "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.

                                        8



                                   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 $15,464,000 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 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 holders.

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

          SECTION 2.02   Form of Trustee's Certificate of Authentication.

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

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

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

                                    By
                                       -------------------------------------
                                               Authorized Officer

          SECTION 2.03   Form and Denomination of Debt Securities.

          The Debt Securities shall be substantially in the form of Exhibit A
hereto. The Debt Securities shall be in registered, certificated form without
coupons and in minimum denominations of $100,000 and any multiple of $1,000 in
excess thereof. The Debt Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with

                                        9



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 transfer of all
Debt Securities as in this Article Two provided. 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

                                       10



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
his 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 next 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 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 REGISTRATION 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)

                                       11



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 AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

          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 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

                                       12



RECEIPT OF DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL
BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

          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 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

                                       13



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 corporate trust office
of the Trustee or at any office or agency maintained by the Company for such
purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent
shall authenticate and make available for delivery in exchange for such
temporary Debt Securities a like aggregate principal amount of such definitive
Debt Securities. Such exchange shall be made by the Company at its own expense
and without any charge therefor except that in case of any such exchange
involving a registration of transfer the Company may require payment of a sum
sufficient to cover any tax, fee or other governmental charge that may be
imposed in relation thereto. Until so exchanged, the temporary Debt Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Debt Securities authenticated and delivered hereunder.

          SECTION 2.08   Payment of Interest.

          Each Debt Security will bear interest at the then applicable Interest
Rate from and including each Interest Payment Date or, in the case of the first
interest period, the original 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 June 8, 2002. Interest and any Deferred
Interest on any Debt Security that is payable, and is punctually paid or duly
provided for, 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, 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

                                       14



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 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.

          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. If the Company shall acquire
any of the Debt Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Debt
Securities unless and until the same are surrendered to the Trustee for
cancellation.

          SECTION 2.10   Computation of Interest.

          (a)  The amount of interest payable for any interest period will be
computed on the basis of a 360-day year and the actual number of days elapsed in
the relevant interest period; provided, however, that upon the occurrence of a
Special Event Redemption pursuant to Section

                                       15



10.02 the amounts payable pursuant to this Indenture shall be calculated as set
forth in the definition of Special Redemption Price.

          (b)  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 December 15th and June 15th (except, with respect to the first interest
     payment period, on November 26, 2001), (each such day, a "LIBOR
     Determination Date"), LIBOR shall equal the rate, as obtained by the
     Calculation Agent for six-month Eurodollar 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 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 or such other page as may replace such 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 six-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. (New York 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 quotations, 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 six-month U.S. Dollar
     deposits in Europe at approximately 11:00 a.m. (New York 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).

                                       16



          (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. 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 information received from the Calculation Agent or the Company as to the
Interest Rate. The Company shall, from time to time, provide any necessary
information to the Paying Agent relating to any original issue discount and
interest on the Debt Securities that is included in any payment and reportable
for taxable income calculation purposes.

          SECTION 2.11   Extension of Interest Payment Period.

          So long as no Event of Default 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 ten consecutive semi-annual
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 the Interest Rate, compounded
semi-annually from the date such Deferred Interest would have been payable were
it not for the Extension Period, both 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
ten consecutive semi-annual 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 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 Trustee shall give notice of the Company's election to
begin a new Extension Period to the Securityholders.

                                       17



          SECTION 2.12   CUSIP Numbers.

          The Company in issuing the Debt Securities 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, that any
such notice may state that no representation is made as to the correctness of
such numbers 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 numbers.

                                   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 the principal of and premium, if any, and interest 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 amounts payable in respect of the principal amount 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
W8 BEN (or any substitute or successor form) establishing its non-US 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.

                                       18



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

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

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

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

          SECTION 3.04   Provision as to Paying Agent.

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

               (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 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 of the principal of and premium, if any, or interest, if
     any, on the Debt Securities when the same shall be due and payable; and

                                       19



               (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, if
any, 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
principal, premium or interest so becoming due and will notify the Trustee in
writing of any failure to take such action and of any failure by the Company (or
by any other obligor under the Debt Securities) to make any payment of the
principal of and premium, if any, or interest, if any, 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 principal of and
premium, if any, or interest, if any, on the Debt Securities, deposit with a
paying agent a sum sufficient to pay the principal, premium or interest 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.

          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
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 required to pay any additional 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 after
paying 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

                                       20



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, 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, 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

                                       21



stock as that on which the dividend is being paid or ranks pari passu with or
junior to such stock).

          SECTION 3.09   Covenants as to the Trust.

          For so long as such Trust Securities remain outstanding, the Company
shall maintain 100% ownership of the Common Securities; provided, however, that
any permitted successor of the Company under this Indenture 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 business 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.

                                   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;

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

                                       22



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).

                                       23



                                    ARTICLE V

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                            UPON AN EVENT OF DEFAULT

          SECTION 5.01   Events of Default.

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

          (a)  the Company defaults in the payment of any interest upon any Debt
Security when it becomes due and payable, and continuance of such default for a
period of 30 days; for the avoidance of doubt, an extension of any interest
payment period by the Company in accordance with Section 2.11 of this Indenture
shall not constitute a default under this clause 5.01(a);or

          (b)  the Company defaults in the payment of 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 or otherwise; or

          (c)  the Company defaults in the performance of, or breaches, any of
its covenants or agreements in Sections 3.06, 3.07, 3.08 and 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

          (d)  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

          (e)  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

          (f)  the Trust shall have voluntarily or involuntarily liquidated,
dissolved, wound-up its business or otherwise terminated its existence except in
connection with (l) the distribution of the Debt Securities to holders of such
Trust Securities in liquidation of their

                                       24



interests in the Trust, (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 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 the
principal of and premium, if any, on the Debt Securities which shall have become
due otherwise than by acceleration (with interest upon such principal and
premium, if any, 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 principal of or premium, if any, 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 for principal and premium, if any, or interest, or both, as the
case may be, 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

                                       25



and counsel, and any other amounts due to the Trustee under Section 6.06. In
case the Company shall fail forthwith to pay such amounts upon such demand, the
Trustee, in its own name and as trustee of an express trust, shall be entitled
and empowered to institute any actions 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

                                       26



such suit or proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the holders of the Debt Securities.

          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 for principal (and premium, if any), and interest on the 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 for principal (and premium, if any) and
interest, respectively; 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

                                       27



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

          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

                                       28



any, or interest on any of the Debt Securities, (b) in respect of covenants or
provisions hereof which cannot be modified or amended without the consent of the
holder of each Debt Security affected, or (c) in respect of the covenants
contained in Section 3.09; provided, however, that if the Debt Securities are
held by the Trust or a trustee of such trust, such waiver or modification to
such waiver shall not be effective until the holders of a majority in
liquidation preference 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 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 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;
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.

                                       29



                                   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 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
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
     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;
and

          (d)  the Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Debt Securities unless either (1) a
Responsible Officer shall have

                                       30



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.

          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 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 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 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,

                                       31



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.

          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

                                       32



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.

          SECTION 6.08   Eligibility of Trustee.

          The Trustee hereunder shall at all times be a U.S. Person that is a
banking corporation 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

                                       33



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 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 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 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.

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

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

               (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,

                                       34



               (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 a 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
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 and appointment of a
successor Trustee pursuant to any of the provisions of this Section 6.09 shall
become effective upon acceptance of appointment by the successor Trustee as
provided in Section 6.10.

          SECTION 6.10   Acceptance by Successor Trustee.

          Any successor Trustee appointed as provided in Section 6.09 shall
execute, acknowledge and deliver to the Company and to its predecessor Trustee
an 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
Debt Securities of its predecessor hereunder, with like effect as if originally
named as Trustee herein; but, nevertheless, on the written request of the
Company or of the successor Trustee, the Trustee ceasing to act shall, upon
payment of the amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor Trustee all the
rights and powers of the Trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee thereunder. Upon request of any such successor Trustee,
the Company shall execute any and all instruments in

                                       35



writing for more fully and certainly vesting in and confirming to such successor
Trustee all such rights and powers. Any Trustee ceasing to act shall,
nevertheless, retain a lien upon all property or funds held or collected by such
Trustee to secure any amounts then due it pursuant to the provisions of Section
6.06.

          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 under the provisions of Section 6.08.

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

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

          SECTION 6.11   Succession by Merger, etc.

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

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

                                       36



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 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 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 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 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 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

                                       37



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.

                                   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.

          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 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

                                       38



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 him 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 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 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.

          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

                                       39



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 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.

                                       40



          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 Irvine, California for such meeting and may call such meeting to take
any action authorized in Section 8.01, by mailing notice thereof as provided in
Section 8.02.

          SECTION 8.04   Qualifications for Voting.

          To be entitled to vote at any meeting of Securityholders a Person
shall (a) be 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 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 8.03, 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 of 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 him; 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 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 8.02 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.

                                       41



          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.

          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

                                       42



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 corporation to the Company,
or successive successions, and the assumption by the successor corporation of
the covenants, agreements and obligations of the Company, pursuant to Article XI
hereof;

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

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

          (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

                                       43



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 that were
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 holders of Debt
Securities.

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

          Any supplemental indenture authorized by the provisions of this
Section 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 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

                                       44



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 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 thereby 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 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

                                       45



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 OTS, if then required under applicable
capital guidelines or policies of the OTS, to redeem the Debt Securities, in
whole or in part, on any June 8th or December 8th on or after December 8, 2006
(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
OTS if then required under applicable capital guidelines or policies of the OTS,
to redeem the Debt Securities, in whole but not in part, at any time within 90
days following the occurrence of such Special Event (the "Special Redemption
Date"), at the Special Redemption Price.

          SECTION 10.03  Notice of Redemption; Selection of Debt Securities.

          In case the Company shall desire to exercise the right to redeem all,
or, as the case may be, any part of the Debt Securities, it shall fix a date for
redemption and shall mail 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 whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security.

                                       46



          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 denominations in principal amount
equal to the unredeemed portion of the Debt Security so presented.

                                       47



                                   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
the principal of (and premium, if any) and interest 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 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 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 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.

                                       48



          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.

          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

                                       49



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 it or paid to the Trustee, and
thereupon such paying agent shall be released from all further liability with
respect to such moneys.

          SECTION 12.04  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 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.

                                       50



                                   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 the purpose) to the Company at 1 Venture, Third Floor, Irvine,
California 92618, Attention: Christopher G. Hagerty. 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 Wilmington Trust Company at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.

          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

                                       51



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 (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 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 (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 and no interest shall accrue for the period from and
after such date, 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.

          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.

          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,

                                       52



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, 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 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.

                                       53



          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
principal of, or premium, if any, or interest 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 account of the principal (and premium, if any) or interest 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 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,

                                       54



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

                                       55



          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 the principal of (and premium, if any) and
interest 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 monies to or by the
Trustee in respect of the Debt Securities pursuant to the provisions of this
Article XV. Notwithstanding the provisions of this Article XV or any other
provision of this Indenture or any Additional Provisions, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies 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

                                       56



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 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.

          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,

                                       57



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.

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

                                       58



          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.


                                        COMMERCIAL CAPITAL BANCORP, INC.


                                        By: /s/ Stephen H. Gordon
                                            -------------------------------
                                            Stephen H. Gordon
                                            Chairman and Chief Executive Officer


                                        WILMINGTON TRUST COMPANY, as Trustee


                                        By:
                                            -------------------------------
                                            Name:
                                            Title


                                                                       Indenture



          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.


                                        COMMERCIAL CAPITAL BANCORP, INC.


                                        By:
                                            -------------------------------
                                            Stephen H. Gordon
                                            Chairman and Chief Executive Officer


                                        WILMINGTON TRUST COMPANY, as Trustee


                                        By: /s/ Denise M. Geran
                                            -------------------------------
                                            Name: DENISE M. GERAN
                                            Title ASSISTANT VICE PRESIDENT


                                                                       Indenture



                                                                       EXHIBIT A

        FORM OF FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY DUE 2031

                           [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 REGISTRATION 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 AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

          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 1 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

                                      A-1-1



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 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



            Floating Rate Junior Subordinated Debt Security due 2031

                                       of

                        COMMERCIAL CAPITAL BANCORP, INC.

          Commercial Capital Bancorp, Inc., a Nevada corporation (the
"Company"), for value received promises to pay to ______________________________
(the "Holder") or registered assigns, the principal sum of[____________________]
($[____________________]) on December 8, 2031, and to pay interest on said
principal sum from November 28, 2001, 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, semi-annually (subject to deferral as set forth
herein) in arrears on June 8th and December 8th of each year commencing June 8,
2002, at a variable per annum rate equal to LIBOR (as defined in the Indenture)
plus 3.75% (the "Interest Rate") (provided, that the applicable Interest Rate
may not exceed 11.0% through the Interest Payment Date in December, 2006) 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 semi-annually. The amount of interest payable on any
Interest Payment Date shall be computed 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 (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 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 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.

                                     A-1-3



          So long as no Event of Default has occurred and is continuing, the
Company shall have the right, from time to time, 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 10 consecutive semi-annual 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 the Interest Rate, compounded semi-annually from the date such
Deferred Interest would have been payable were it not for the Extension Period,
both 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 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 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 10
consecutive semi-annual 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 each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. 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 date interest on the Debt
Securities would have been payable except for the election to begin

                                      A-1-4



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, 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



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

                                        COMMERCIAL CAPITAL BANCORP, INC.


                                        By:
                                           --------------------------------
                                           Name:
                                           Title:


Dated:
      -----------


                          CERTIFICATE OF AUTHENTICATION

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

                                        WILMINGTON TRUST COMPANY, not in its
                                        individual capacity but solely as the
                                        Trustee


                                        By:
                                           --------------------------------
                                                  Authorized Officer


Dated:
      -----------

                                      A-1-6



                          [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 November 28, 2001, duly executed and delivered
between the Company and Wilmington Trust Company, as Trustee (the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Debt
Securities (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, 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 June 8th or
December 8th on or after December 8, 2006 (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 Office of
Thrift Supervision (the "OTS") if then required under applicable capital
guidelines or policies of the OTS, upon not less than 30 days' nor more than 60
days' 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 December 8, 2006.

          "Special Redemption Price" means (1) if the Special Redemption Date is
before December 8, 2006, the greater of (a) 100% of the principal amount of the
Debt Securities being redeemed pursuant to Section 10.02 of the Indenture or (b)
as determined by a Quotation Agent, the sum of the present values of the
principal amount payable as part of the Redemption Price with respect to a
redemption as of December 8, 2006 together with the present value of interest
payments calculated at a fixed per annum rate of interest equal to 9.95% over
the Remaining Life of such Debt Securities, discounted to the Special Redemption
Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate plus 0.50%, plus, in the case of either (a) or (b),
accrued and unpaid interest on such Debt Securities to the Special Redemption
Date and (2) if the Special Redemption Date is on or after December 8, 2006, the
Redemption Price for such Special Redemption Date.

          "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 Remaining Life that would be
utilized, at the time of selection and in

                                      A-1-1



accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the 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 8, 2006, the two most closely
corresponding United States Treasury securities 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
Trustee receives fewer than five such Reference Treasury Dealer Quotations, the
average of all such Quotations.

          "Primary Treasury Dealer" shall mean a primary United States
Government securities dealer in New York City.

          "Quotation Agent" means Salomon Smith Barney Inc. 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.

          "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 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 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.

          "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 Remaining
Life (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the
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 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 on the third Business Day preceding the
Special Redemption Date.

                                      A-1-2



          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.

          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 the principal of, or any interest or premium 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 the payment of the principal of or premium, if any, or
interest 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 the principal of and
premium, if any, and interest 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

                                      A-1-3



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 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-1-4

EX-4.2

                                                                     Exhibit 4.2







                 ----------------------------------------------


                        COMMERCIAL CAPITAL BANCORP, INC.,
                                    as Issuer



                                    INDENTURE

                           Dated as of March 15, 2002


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   as Trustee



        FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

                                    DUE 2032

                 ----------------------------------------------




                                TABLE OF CONTENTS



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

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

ARTICLE II    DEBENTURES.....................................................................................7

     Section 2.1  Authentication and Dating..................................................................7

     Section 2.2  Form of Trustee's Certificate of Authentication............................................8

     Section 2.3  Form and Denomination of Debentures........................................................8

     Section 2.4  Execution of Debentures....................................................................8

     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......................................................................11

     Section 2.8  Payment of Interest and Additional Interest...............................................12

     Section 2.9  Cancellation of Debentures Paid, etc......................................................13

     Section 2.10 Computation of Interest Rate..............................................................13

     Section 2.11 Extension of Interest Payment Period......................................................15

     Section 2.12 CUSIP Numbers.............................................................................16

ARTICLE III   PARTICULAR COVENANTS OF THE COMPANY...........................................................16

     Section 3.1  Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures............16

     Section 3.2  Offices for Notices and Payments, etc.....................................................17

     Section 3.3  Appointments to Fill Vacancies in Trustee's Office........................................17

     Section 3.4  Provision as to Paying Agent..............................................................17

     Section 3.5  Certificate to Trustee....................................................................18

     Section 3.6  Additional Sums...........................................................................18

     Section 3.7  Compliance with Consolidation Provisions..................................................18

     Section 3.8  Limitation on Dividends...................................................................18

     Section 3.9  Covenants as to the Trust.................................................................19

     Section 3.10 Additional Junior Indebtedness............................................................19

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...........................................22

     Section 5.3  Application of Moneys Collected by Trustee................................................24



                                       i



                               TABLE OF CONTENTS
                                  (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
     Section 5.4  Proceedings by Securityholders............................................................24

     Section 5.5  Proceedings by Trustee....................................................................25

     Section 5.6  Remedies Cumulative and Continuing; Delay or Omission Not a Waiver........................25

     Section 5.7  Direction of Proceedings and Waiver of Defaults by Majority of Securityholders............25

     Section 5.8  Notice of Defaults........................................................................26

     Section 5.9  Undertaking to Pay Costs..................................................................26

ARTICLE VI    CONCERNING THE TRUSTEE........................................................................26

     Section 6.1  Duties and Responsibilities of Trustee....................................................26

     Section 6.2  Reliance on Documents, Opinions, etc......................................................27

     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.................................................................36

     Section 8.5  Regulations...............................................................................36

     Section 8.6  Voting....................................................................................36



                                       ii



                               TABLE OF CONTENTS
                                  (continued)



                                                                                                            Page
                                                                                                            ----
                                                                                                         
     Section 8.7  Quorum; Actions...........................................................................37

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......................................................................40

     Section 10.1 Optional Redemption.......................................................................40

     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

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......................................................................44

     Section 14.1 Successors................................................................................44

     Section 14.2 Official Acts by Successor Entity.........................................................44

     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 Non-Business Days.........................................................................45

     Section 14.8 Table of Contents, Headings, etc..........................................................45



                                      iii



                               TABLE OF CONTENTS
                                  (continued)



                                                                                                           Page
                                                                                                           ----
                                                                                                         
     Section 14.9  Execution in Counterparts................................................................45

     Section 14.10 Separability.............................................................................45

     Section 14.11 Assignment...............................................................................45

     Section 14.12 Acknowledgment of Rights.................................................................45

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

     Section 15.1  Agreement to Subordinate.................................................................45

     Section 15.2  Default on Senior Indebtedness...........................................................46

     Section 15.3  Liquidation, Dissolution, Bankruptcy.....................................................46

     Section 15.4  Subrogation..............................................................................47

     Section 15.5  Trustee to Effectuate Subordination......................................................48

     Section 15.6  Notice by the Company....................................................................48

     Section 15.7  Rights of the Trustee; Holders of Senior Indebtedness....................................49

     Section 15.8  Subordination May Not Be Impaired........................................................49



                                       iv



     THIS INDENTURE, dated as of March 15, 2002, between Commercial Capital
Bancorp, Inc., a Nevada corporation (the "Company"), and Wells Fargo Bank,
National Association, a national banking association incorporated and existing
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 Floating Rate Junior Subordinated Deferrable Interest
Debentures due 2032 (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.l. 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" means interest, if any, that shall accrue on any
interest on the Debentures the payment of which has not been made on the
applicable Interest Payment Date and which shall accrue at the Interest Rate,
compounded quarterly (to the extent permitted by law).

     "Additional Junior Indebtedness" means, without duplication and other than
the Debentures, any indebtedness, liabilities or obligations of the Company, or
any Affiliate of the Company, under debt securities (or guarantees in respect of
debt securities) initially issued 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
Affiliate 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


                                       1



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.

     "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, NY, Coral Springs, FL, and
Minneapolis, MN are permitted or required by any applicable law to close.

     "Capital Securities" means undivided beneficial interests in the assets of
CCB Capital Trust III which rank pari passu with Common Securities issued by the
Trust; provided, however, that upon the occurrence 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 Wells Fargo 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 Debentures 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 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 accord Tier 1
Capital treatment in excess of the


                                       2



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.

     "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 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 arc subordinated to the rights of holders of such Capital Securities.

     "Company" means Commercial Capital Bancorp, Inc., a Nevada corporation,
and, subject to the provisions of Article XI, shall include its successors and
assigns.

     "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" has the meaning set forth in Section 2.8.

     "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.

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System and any successor federal agency that is primarily responsible for
regulating the activities of bank holding companies.

     "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 each March 31, June 30, September 30 and
December 31 during the term of this Indenture, commencing June 30, 2002.


                                       3



     "Interest Rate" means for the period beginning on (and including) the date
of original issuance and ending on (but excluding) July 1, 2002 the rate per
annum of 5.75% 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 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 $l,000.00 per Trust
Security.

     "Maturity Date" means March 31, 2032.

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, 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)   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;

     (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; and

     (d)   Debentures held in accordance with Section 7.4 hereof.


                                       4



     "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 the 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.

     "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 210 North University Drive, Coral Springs, FL 33071, Attn:
Manager-Corporate Trust Administration.

     "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 on such Debentures to the
Redemption Date.

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

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


                                       5



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 the price set forth in the following table
for any Redemption Date that occurs within the twelve-month period beginning in
the relevant year indicated below, expressed as the percentage of the principal
amount of the Debentures being redeemed:

             Date of Redemption                      Percentage
             ------------------                      ----------

           Prior to March 31, 2007                      102%

           March 31, 2007 and after                     100%

     plus accrued and unpaid interest on such Debentures to the 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

                                       6



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.

     "Trust" shall mean CCB Capital Trust III, a Delaware 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 Wells Fargo 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 $5,155,000 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 Debentures to or upon the
written order of the Company, signed by its Chairman of the Board of Directors,
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 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.

                                       7



     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.

     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.

     Wells Fargo Bank, National Association, not in its individual capacity but
solely as Trustee

     By: ______________________________
         Authorized Signer

     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 $l,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, 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.

                                       8



     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 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 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

                                       9



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 EACH OF THEM 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-l 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

                                       10



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 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.

                                       11



     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 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 and Trustee shall not be bound to recognize any equitable
or other claim to or interest in the Debentures or payments thereunder. In the
event that any Debenture 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
Debenture will be paid upon presentation and surrender of such Debenture.

     Each Debenture shall bear interest for the period beginning on (and
including) the date of original issuance and ending on (but excluding) July 1,
2002 at a rate per annum of 5.75%, and shall bear interest for each successive
period beginning on (and including) July 1, 2002, and each succeeding Interest
Payment Date, and ending on (but excluding) the next succeeding Interest Payment
Date (each, a "Distribution Period") at a rate per annum equal to the 3-Month
LIBOR, determined as described in Section 2.10, plus 3.75% (the "Coupon Rate");
provided, however, that prior to July 1, 2007, the Coupon Rate shall not exceed
12.00%, 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 at the Interest Rate
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 June 30, 2002.

     Any interest on any Debenture, other than 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.

                                       12



     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
Debentures.

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

     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 Rate. The amount of interest payable
for each Distribution Period will be calculated by applying the Interest Rate to
the principal amount outstanding at the commencement of such Distribution Period
and multiplying such amount by the actual number of days in the Distribution
Period divided by 360. In the event that any date on which interest is payable
on the Debentures is not a Business Day, then payment of interest payable on
such date shall 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 such payment was originally
payable. 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 rate for
three-month, Eurodollar deposits determined by the Trustee in the following
order of priority:

          (1)  the rate (expressed as a percentage per annum) for Eurodollar
     deposits having a three-month maturity that appears on Telerate Page 3750
     as of 11:00 a.m. (London time) on the particular 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 does not appear on Telerate Page 3750 as of 11:00
     a.m. (London time) on the Determination Date, 3-Month LIBOR will be the
     arithmetic mean of the rates (expressed as percentages per annum) for
     Eurodollar deposits having a three-month maturity that

                                       13



     appear on Reuters Monitor Money Rates Page LIB ("Reuters Page LIB") as of
     1l:00 a.m. (London time) on such Determination Date;

          (3)  if such rate does not appear on Reuters Page LIB as of 11:00 a.m.
     (London time) 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 Eurodollar
     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;

          (4)  if fewer than two such quotations are provided as requested in
     clause (3) 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 Eurodollars 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

          (5)  if fewer than two such quotations are provided as requested in
     clause (4) 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 Eurodollar deposits having a three-month maturity that initially
appears on Telerate Page 3750 or Reuters Page LIB, as the case may be, as of
11:00 a.m. (London time) on the related Determination Date is superseded on the
Telerate page 3750 or Reuters Page LIB, as the case may be, 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.

          (6)  The Coupon 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.

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

     (b)  The Trustee shall notify the Company, the Institutional Trustee and
any securities exchange or intermeddler 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 seventh (7th) Business Day of the
relevant Distribution Period. Failure to notify the Company, the Institutional
Trustee or any securities exchange or intermeddler 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.

     (c)  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

                                       14



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. 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 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 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, redemption's 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 such
Extension Period at least 5 Business Days prior to the earlier of (i) the date
interest on the Debentures would have been payable except for the election to
begin or extend such Extension Period or (ii) the date such interest is payable,
but in any event not less than 5 Business Days prior to such record date. The
Trustee shall give notice of the Company's election to begin a new Extension
Period to the Securityholders.

                                       15



     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.

                                  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 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 holder 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 New York City, New
York, 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

                                       16



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 New York City, New York, 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 New York City, New York, where
the Debentures 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
New York City, New York, 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, 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
or interest 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, 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 or interest so becoming
due,

                                       17



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.

     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, 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, 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 forgoing 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

                                       18



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
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 Affiliate 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: (i) Additional Junior
Indebtedness that, by its terms, is expressly stated to be either junior and
subordinate or pari passu in all respects to the Debentures, and (ii) Additional
Junior Indebtedness 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 (in the event the
Company fails to provide such list on each regular record date, the Trustee
shall be entitled to rely on the most recent list provided by the Company); and

                                       19



     (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 (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.

                                       20



     (c)  Each and every holder of Debentures, 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 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 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, requestrator (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

                                       21



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, 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, and if any and 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.

                                       22



     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 and, in
           case of any judicial proceedings,

     (ii)  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.

                                       23



     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;

     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 for principal (and premium, if any) and interest, respectively; 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

                                       24



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 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 5.4, 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 or by the Securityholders.

     No delay or omission of the Trustee or any Securityholder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to any Securityholder may be exercised from time to time, and as often as may
be deemed expedient, by the Trustee (in accordance with its duties under Section
6.1 hereof) or by such holder, as the case may be.

     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 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

                                       25



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 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 (provided, however, that under no circumstances shall
Trustee be liable for indirect or consequential damages), 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


                                       26



     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 on their face 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 Responsible 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 5.7, 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;
and

     (d)  no provision of this Indenture shall be deemed to impose any duty or
obligation on the 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 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 Trustee shall be construed to be a duty.

     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.

     At least 60 days prior to each Interest Payment Date, the Trustee shall
provide the Company with written notice of the Interest Rate for the next
succeeding Distribution Period.

     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 security or indemnity
satisfactory to it 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


                                       27



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 indemnity
satisfactory to it 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) (other
than defaults regarding Additional Sums), 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 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 President, a Managing Director, a Vice
President, the Treasurer or an Assistant Treasurer of the Company.


                                       28



     Section 6.6  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 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) except any
such expense, disbursement or advance as may arise from its negligence or
willful misconduct. 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.

     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.


                                       29



     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 ss.310(b) of the Trust Indenture Act, 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.

     (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 a 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.


                                       30



     (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.

     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.


                                       31



     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 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


                                       32



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.  Whichever 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 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


                                       33



(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 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;


                                       34



     (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 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


                                       35



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 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.

                                       36



         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 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

                                       37



         (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 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, fast 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

                                       38



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 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 March
31, 2007 (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.

         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

                                       39



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 fared for redemption will be paid
as specified in said notice, and that on and after said date interest thereon or
on the potions 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
the Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price, together with accrued interest to the Redemption Date
or Special Redemption Date, as applicable.

         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, prorata or by lot or in such other manner as in
its sole discretion it shall deem appropriate and fair, the Debentures or
portions thereof (in integral multiples of $l,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, together with interest accrued to
the Redemption Date or Special Redemption Date, as applicable, 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, together with
interest accrued to said date) 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,
together with interest accrued thereon to the Redemption Date or Special
Redemption Date, as applicable.

         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.

                                       40



                                   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.

         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 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.

                                       41



                                  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, 6.9 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 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.

                                       42



         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.

         Section 14.3 Surrender of Company Powers. The Company by instrument in
writing executed by authority of at least 2/3rds (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, by first class mail, by overnight delivery
service, or by facsimile transmission with receipt confirmation, addressed
(until another address is filed by the Company, with the Trustee for the
purpose) to the Company, Attention: Chief Executive Officer, One Venture, 3rd
Floor, Irvine CA 92618. 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

                                       43



purposes, if given or made in writing and actually received by the Trustee at
the office of the Trustee, addressed to the Trustee, 210 North University Drive,
Coral Springs, FL 33071, Attention: Manager-Corporate Trust Administration. 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 Delaware, 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 Non-Business Days. In any case where the date of payment
of interest on or principal of the Debentures will be a day that is not a
Business Day, the payment of such interest on or principal of the Debentures
need not be made on such date but may be made on the next succeeding 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 the original date of payment,
and no interest shall accrue for the period from and after such date.

         Section 14.8 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 14.9 Execution in Counterparts. This Indenture may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

         Section 14.10 Separability. In case any one or more of the provisions
contained in this Indenture or in the 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 14.11 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,

                                       44



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 14.12 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.

         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 any
Senior Indebtedness of the Company has been accelerated because of a default,
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

                                       45



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, 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 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.

                                       46



         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 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,

                                       47



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.

         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

                                       48



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

                                       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.

                                 COMMERCIAL CAPITAL BANCORP, INC.


                                 By: /s/ Stephen H. Gordon
                                     -------------------------------------------
                                     Name: Stephen H. Gordon
                                     Title: Chairman and Chief Executive Officer

                                 WELLS FARGO BANK, NATIONAL ASSOCIATION, as
                                 Trustee

                                 By: /s/ Byron Merino
                                     -------------------------------------------
                                     Name: Byron Merino
                                     Title: Vice President

                                       50



          FORM OF FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
                                   DEBENTURE

                           [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 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 EACH OF THEM
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-l 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

                                       A-1



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 OR 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 CERTIFICATE AND OTHER INFORMATION AS MAY BE REQUIRED BY
THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

         Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                        COMMERCIAL CAPITAL BANCORP, INC.

                                 March 15, 2002

     Commercial Capital Bancorp, Inc., a Nevada corporation (the "Company" which
term includes any successor Person under the Indenture hereinafter referred to),
for value received promises to pay to Wells Fargo Bank, National Association,
not in its individual capacity but solely as Institutional Trustee for CCB
Capital Trust III (the "Holder") or registered assigns, the principal sum of
Five Million One Hundred and Fifty Five Thousand Dollars ($5,155,000) on March
31, 2032, and to pay interest on said principal sum from March 15, 2002, 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 31, June 30, September 30
and December 31 of each year commencing June 30, 2002, at an annual rate equal
to 5.75% beginning on (and including) the date of original issuance and ending
on (but excluding) July 1, 2002 and at an annual rate for each successive period
beginning on (and including) July 1, 2002, and each succeeding Interest Payment
Date, and ending on (but excluding) the next succeeding Interest Payment Date
(each a "Distribution Period"), equal to 3-Month LIBOR determined as described
below, plus 3.75% (the "Coupon Rate"); provided, however, that prior to July 1,
2007, the Coupon Rate shall not exceed 12.00%, 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) on
any overdue installment of interest at the same rate per annum, compounded
quarterly, from the dates such amounts are due until they are paid or made
available for payment. The amount of interest payable for any period will be
computed on the basis of the actual number of days in such period 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

                                       A-2



if made on the date the payment was originally payable. Interest and any
Additional Interest on this Debenture that is payable, and is 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, except that (a)
interest and Additional Interest payable on the Maturity Date shall be paid to
the Person to whom the principal is paid, and (b) in the event that this
Debenture or any portion hereof 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 this Debenture will be paid
upon presentation and surrender of this Debenture. Any interest on this
Debenture, other than Additional Interest, that is payable but is not punctually
paid or duly provided for on any Interest Payment Date shall forthwith cease to
be payable to the Holder on such regular record date and shall 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. 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 rate for
three-month Eurodollar deposits determined by the Trustee in the following order
of priority: (i) the rate (expressed as a percentage per annum) for Eurodollar
deposits having a three-month maturity that appears on Telerate Page 3750 as of
11:00 a.m. (London time) on the particular 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 does not
appear on Telerate Page 3750 as of 11:00 a.m. (London time) on the Determination
Date, 3-Month LIBOR will be the arithmetic mean of the rates (expressed as
percentages per annum) for Eurodollar deposits having a three-month maturity
that appear on Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of
11:00 a.m. (London time) on such Determination Date; (iii) if such rate does not
appear on Reuters Page LIBO as of 11:00 a.m. (London time) 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 Eurodollar deposits having a three-month maturity as of
1l: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; (iv)
if fewer than two such quotations are provided as requested in clause (iii)
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 Eurodollars as of 1l: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 (v) if fewer than two such
quotations are provided as requested in clause (iv) 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 Eurodollar deposits
having a three-month maturity that initially appears on Telerate Page 3750 or
Reuters Page LIBO, as the case may be, as of 11:00 a.m. (London time) on the
related Determination Date is superseded on the Telerate Page 3750 or Reuters
Page LIBO, as the case may be, 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 day in which dealings in deposits in Eurodollars are
transacted in the London interbank market) preceding the commencement of the
relevant Distribution Period.

     The Coupon Rate for any Distribution Period will at no time be higher than
the maximum rate

                                       A-3



then permitted by New York law as the same may be modified by United States law.

     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. 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
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
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 ranks 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 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

                                       A-4



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 such Extension Period at least
5 Business Days prior to the earlier of (i) the date interest on the Debentures
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 less than 5
Business Days prior to such record date.

     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 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.

     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.

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

                                        COMMERCIAL CAPITAL BANCORP, INC.

                                        By: _______________________________
                                            Name:
                                            Title:



                          CERTIFICATE OF AUTHENTICATION

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

                                        Wells Fargo Bank, National Association,
                                        not in its individual capacity but
                                        solely as Trustee


                                        By: _______________________________
                                            Authorized Officer

                                       A-5





                                       A-6

EX-4.3

                                                                     EXHIBIT 4.3

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

                        COMMERCIAL CAPITAL BANCORP, INC.,
                                    as Issuer

                                    INDENTURE

                           Dated as of March 26, 2002

          STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT, NATIONAL
                                  ASSOCIATION,
                                   as Trustee

        FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES

                                    DUE 2032

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



                                TABLE OF CONTENTS



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

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

ARTICLE II. DEBENTURES......................................................................................   7

         Section 2.1.    Authentication and Dating..........................................................   7
         Section 2.2.    Form of Trustee's Certificate of Authentication....................................   8
         Section 2.3.    Form and Denomination of Debentures................................................   8
         Section 2.4.    Execution of Debentures............................................................   8
         Section 2.5.    Exchange and Registration of Transfer of Debentures................................   8
         Section 2.6.    Mutilated, Destroyed, Lost or Stolen Debentures....................................  10
         Section 2.7.    Temporary Debentures...............................................................  11
         Section 2.8.    Payment of Interest and Additional Interest........................................  11
         Section 2.9.    Cancellation of Debentures Paid, etc...............................................  13
         Section 2.10.   Computation of Interest............................................................  13
         Section 2.11.   Extension of Interest Payment Period...............................................  14
         Section 2.12.   CUSIP Numbers......................................................................  15

ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY............................................................  16

         Section 3.1.    Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures.....  16
         Section 3.2.    Offices for Notices and Payments, etc..............................................  16
         Section 3.3.    Appointments to Fill Vacancies in Trustee's Office.................................  17
         Section 3.4.    Provision as to Paying Agent.......................................................  17
         Section 3.5.    Certificate to Trustee.............................................................  18
         Section 3.6.    Additional Sums....................................................................  18
         Section 3.7.    Compliance with Consolidation Provisions...........................................  18
         Section 3.8.    Limitation on Dividends............................................................  18
         Section 3.9.    Covenants as to the Trust..........................................................  19
         Section 3.10.   Additional Junior Indebtedness.....................................................  19

ARTICLE IV. SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE...............................  19

         Section 4.1.    Securityholders' Lists.............................................................  19
         Section 4.2.    Preservation and Disclosure of Lists...............................................  19

ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF DEFAULT.............................  20

         Section 5.1.    Events of Default..................................................................  20
         Section 5.2.    Payment of Debentures on Default; Suit Therefor....................................  22
         Section 5.3.    Application of Moneys Collected by Trustee.........................................  23
         Section 5.4.    Proceedings by Securityholders.....................................................  24
         Section 5.5.    Proceedings by Trustee.............................................................  24
         Section 5.6.    Remedies Cumulative and Continuing; Delay or Omission Not a Waiver.................  24


                                        i



                                                                                                           
         Section 5.7.    Direction of Proceedings and Waiver of Defaults by Majority of
                         Securityholders....................................................................  25
         Section 5.8.    Notice of Defaults.................................................................  25
         Section 5.9.    Undertaking to Pay Costs...........................................................  25

ARTICLE VI. CONCERNING THE TRUSTEE..........................................................................  26

         Section 6.1.    Duties and Responsibilities of Trustee.............................................  26
         Section 6.2.    Reliance on Documents, Opinions, etc...............................................  27
         Section 6.3.    No Responsibility for Recitals, etc................................................  28
         Section 6.4.    Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                         Registrar May Own Debentures.......................................................  28
         Section 6.5.    Moneys to be Held in Trust.........................................................  28
         Section 6.6.    Compensation and Expenses of Trustee...............................................  28
         Section 6.7.    Officers' Certificate as Evidence..................................................  29
         Section 6.8.    Eligibility of Trustee.............................................................  29
         Section 6.9.    Resignation or Removal of Trustee..................................................  29
         Section 6.10.   Acceptance by Successor Trustee....................................................  30
         Section 6.11.   Succession by Merger, etc..........................................................  31
         Section 6.12.   Authenticating Agents..............................................................  31

ARTICLE VII. CONCERNING THE SECURITYHOLDERS.................................................................  32

         Section 7.1.    Action by Securityholders..........................................................  32
         Section 7.2.    Proof of Execution by Securityholders..............................................  33
         Section 7.3.    Who Are Deemed Absolute Owners.....................................................  33
         Section 7.4.    Debentures Owned by Company Deemed Not Outstanding.................................  33
         Section 7.5.    Revocation of Consents; Future Holders Bound.......................................  34

ARTICLE VIII. SECURITYHOLDERS' MEETINGS.....................................................................  34

         Section 8.1.    Purposes of Meetings...............................................................  34
         Section 8.2.    Call of Meetings by Trustee........................................................  34
         Section 8.3.    Call of Meetings by Company or Securityholders.....................................  34
         Section 8.4.    Qualifications for Voting..........................................................  35
         Section 8.5.    Regulations........................................................................  35
         Section 8.6.    Voting.............................................................................  35
         Section 8.7.    Quorum; Actions....................................................................  35

 ARTICLE IX. SUPPLEMENTAL INDENTURES........................................................................  36

         Section 9.1.    Supplemental Indentures without Consent of Securityholders.........................  36
         Section 9.2.    Supplemental Indentures with Consent of Securityholders............................  37
         Section 9.3.    Effect of Supplemental Indentures..................................................  38
         Section 9.4.    Notation on Debentures.............................................................  38
         Section 9.5.    Evidence of Compliance of Supplemental Indenture to be Furnished to
                         Trustee............................................................................  38

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

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



                                       ii



                                                                                                           
ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE...............................................  40

         Section 11.1.   Company May Consolidate, etc., on Certain Terms....................................  40
         Section 11.2.   Successor Entity to be Substituted.................................................  40
         Section 11.3.   Opinion of Counsel to be Given to Trustee..........................................  41

ARTICLE XII. SATISFACTION AND DISCHARGE OF INDENTURE........................................................  41

         Section 12.1.   Discharge of Indenture.............................................................  41
         Section 12.2.   Deposited Moneys to be Held in Trust by Trustee....................................  41
         Section 12.3.   Paying Agent to Repay Moneys Held..................................................  42
         Section 12.4.   Return of Unclaimed Moneys.........................................................  42

ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
             DIRECTORS......................................................................................  42

         Section 13.1.   Indenture and Debentures Solely Corporate Obligations..............................  42

ARTICLE XIV. MISCELLANEOUS PROVISIONS.......................................................................  42

         Section 14.1.   Successors.........................................................................  42
         Section 14.2.   Official Acts by Successor Entity..................................................  42
         Section 14.3.   Surrender of Company Powers........................................................  42
         Section 14.4.   Addresses for Notices, etc.........................................................  42
         Section 14.5.   Governing Law......................................................................  43
         Section 14.6.   Evidence of Compliance with Conditions Precedent...................................  43
         Section 14.7.   Non-Business Days..................................................................  43
         Section 14.8.   Table of Contents, Headings, etc...................................................  43
         Section 14.9.   Execution in Counterparts..........................................................  43
         Section 14.10.  Separability.......................................................................  44
         Section 14.11.  Assignment.........................................................................  44
         Section 14.12.  Acknowledgment of Rights...........................................................  44

ARTICLE XV. SUBORDINATION OF DEBENTURES.....................................................................  44

         Section 15.1.   Agreement to Subordinate...........................................................  44
         Section 15.2.   Default on Senior Indebtedness.....................................................  45
         Section 15.3.   Liquidation, Dissolution, Bankruptcy...............................................  45
         Section 15.4.   Subrogation........................................................................  46
         Section 15.5.   Trustee to Effectuate Subordination................................................  47
         Section 15.6.   Notice by the Company..............................................................  47
         Section 15.7.   Rights of the Trustee; Holders of Senior Indebtedness..............................  47
         Section 15.8.   Subordination May Not Be Impaired..................................................  48




Exhibit A        Form of Junior Subordinated Deferrable Interest Debenture

                                       iii



     THIS INDENTURE, dated as of March 26, 2002, between Commercial Capital
Bancorp, Inc., a Nevada corporation (the "Company"), and State Street Bank and
Trust Company of Connecticut, 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 Floating Rate Junior Subordinated Deferrable Interest
Debentures due 2032 (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" means interest, if any, that shall accrue on any
interest on the Debentures the payment of which has not been made on the
applicable Interest Payment Date and which shall accrue at the Interest Rate,
compounded quarterly (to the extent permitted by law).

     "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

                                        1



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.

     "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 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 State Street Bank and Trust Company of Connecticut,
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 Debentures 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 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 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

                                        2



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.

     "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 Commercial Capital Bancorp, Inc., a Nevada corporation,
and, subject to the provisions of Article XI, shall include its successors and
assigns.

     "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" has the meaning set forth in Section 2.8.

     "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.

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System and any successor federal agency that is primarily responsible for
regulating the activities of bank holding companies.

     "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 each March 26, June 26, September 26 and
December 26 during the term of this Indenture.

                                        3



     "Interest Rate" means for the period beginning on (and including) the date
of original issuance and ending on (but excluding) June 26, 2002 the rate per
annum of 5.59% 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 March 26, 2032.

     "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)  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.

                                        4



     "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.

     "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.

     "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 on such Debentures to the
Redemption Date.

     "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

                                        5



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 (i) 107.5% of the principal amount of the
Debentures being redeemed on a Redemption Date that occurs before March 26, 2007
and (ii) 100% of the principal amount of the Debentures being redeemed on a
Redemption Date that occurs on March 26, 2007 or after, plus accrued and unpaid
interest on such Debentures to the 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.

                                        6



     "Trust" shall mean CCB Statutory Trust II, 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 State Street Bank and Trust Company of Connecticut,
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 $15,464,000 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 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.

     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.

                                        7



     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.

     State Street Bank and Trust Company of Connecticut, National Association,
as Trustee

     By
       -------------------------------------
     Authorized Signer

     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
$500,000.00 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 $500,000.00 shall be deemed to be voided 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 shall be in written form or in any
other form capable of being converted into written form within a reasonable
time.

                                        8



     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 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 REGULATIONS 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

                                        9



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
EMPLOYMENT 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 $500,000.00 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 $500,000.00 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 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.

                                       10



     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 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. In the event that any Debenture or portion thereof is
called for redemption and the redemption date is subsequent to a regular record
date with respect to any

                                       11



Interest Payment Date and prior to such Interest Payment Date, interest on such
Debenture will be paid upon presentation and surrender of such Debenture.

     Each Debenture shall bear interest for the period beginning on (and
including) the date of original issuance and ending on (but excluding) June 26,
2002 at a rate per annum of 5.59%, and shall bear interest for each successive
period beginning on (and including) June 26, 2002, and each succeeding Interest
Payment Date, and ending on (but excluding) the next succeeding Interest Payment
Date (each, a "Distribution Period") at a rate per annum equal to the 3-Month
LIBOR, determined as described in Section 2.10, plus 3.60% (the "Coupon Rate");
provided, however, that prior to March 26, 2007, the Coupon Rate shall not
exceed 11.00%, 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 at the Interest Rate
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 June 26, 2002.

     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 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 day next preceding the applicable Interest Payment Date.

                                       12



     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 for
the Distribution Period commencing on June 26, 2002 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 and
multiplying each such amount by 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 the Debentures is not a Business Day, then payment of interest
payable on such date shall 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 such payment was
originally payable. 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.

                                       13



     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.

     (b)  The Coupon 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. 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 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 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

                                       14



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 such
Extension Period at least 5 Business Days prior to the earlier of (i) the date
interest on the Debentures would have been payable except for the election to
begin or extend such Extension Period or (ii) the date such interest is payable,
but in any event not less than 5 Business Days prior to such record date. 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.

                                       15



                                  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 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

                                       16



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, 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
or interest 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, 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 or interest 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.

                                       17



     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,
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, 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 purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion or

                                       18



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: (i)
Additional Junior Indebtedness that, by its terms, is expressly stated to be
either junior and subordinate or pari passu in all respects to the Debentures,
and (ii) Additional Junior Indebtedness 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

                                       19



(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

                                       20



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, the

                                       21



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, and if any and 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 and, in
           case of any judicial proceedings,

                                       22



     (ii)  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;

                                       23



     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 for principal (and premium, if any) and interest, respectively; 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 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
5.4. 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 or by the Securityholders.

     No delay or omission of the Trustee or any Securityholder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any

                                       24



such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to any Securityholder may be
exercised from time to time, and as often as may be deemed expedient, by the
Trustee in accordance with its duties under Section 6.1 hereof) or by such
holder, as the case may be.

     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

                                       25



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 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 5.1. 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

                                       26



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.

     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

                                       27



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 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 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 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. 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

                                       28



expenses of its counsel and the compensation for the services are intended to
constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law.

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

     Notwithstanding anything in this Indenture or any 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

                                       29



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.

     (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 a 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

                                       30



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.

     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

                                       31



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 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

                                       32



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 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.

                                       33



     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 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.

                                       34



     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 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,

                                       35



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 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;

                                       36



     (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 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

                                       37



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 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.

                                       38



                                   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 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 March 26, June 26, September 26 or
December 26 on or after March 26, 2007 (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.

     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 the
Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price, together with accrued interest to the Redemption Date
or Special Redemption Date, as applicable.

     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.

                                       39



     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, together with interest accrued to
the Redemption Date or Special Redemption Date, as applicable, 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, together with
interest accrued to said date) 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,
together with interest accrued thereon to the Redemption Date or Special
Redemption Date, as applicable.

     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 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

                                       40



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 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

                                       41



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.

     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

                                       42



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, One Venture, Third Floor, Irvine, California 92618,
Attention: Stephen H. Gordon. 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 Department, with a copy to State
Street Bank and Trust Company, P.O. Box 778, Boston, Massachusetts 02102-0778.
Attention: Paul D. Allen, Corporate Trust Department. 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.  NON-BUSINESS DAYS. In any case where the date of payment of
interest on or principal of the Debentures will be a day that is not a Business
Day, the payment of such interest on or principal of the Debentures need not be
made on such date but may be made on the next succeeding 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 the original date of payment, and no
interest shall accrue for the period from and after such date.

     SECTION 14.8.  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 14.9.  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.

                                       43



     SECTION 14.10. 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 14.11. 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 14.12. 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 Floating
Rate Junior Subordinated Deferrable Interest Debentures due December 8, 2031
issued pursuant to an Indenture dated as of November 28, 2001 by and between the
Company and Wilmington Trust Company and the Company's Floating Rate Junior
Subordinated Deferrable Interest Debentures due March 31, 2032 issued pursuant
to an Indenture dated as of March 15, 2002 by and between the Company and Wells
Fargo Bank, National Association.

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

                                       44



     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 any Senior
Indebtedness of the Company has been accelerated because of a default and such
acceleration has not been rescinded or canceled, 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, 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.

                                       45



     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 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.

                                       46



     SECTION 15.5.  TRUSTEE TO EFFECTUATE SUBORDINATION. Each Securityholder by
such Securiryholder'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 15.6.  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 conclusive 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.

                                       47



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

     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

                                       48



     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.

                                         COMMERCIAL CAPITAL BANCORP, INC.

                                         By /s/ Stephen H. Gordon
                                           -------------------------------------
                                           Name:  Stephen H. Gordon
                                           Title: Chairman and CEO

                                         STATE STREET BANK AND TRUST COMPANY OF
                                         CONNECTICUT,  NATIONAL  ASSOCIATION, as
                                         Trustee

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

                                       49



                      FORM OF JUNIOR SUBORDINATED DEBENTURE

                           [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 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 I44A, (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
EMPLOYMENT 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

                                      A-1-1



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 $500,000.00 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 $500,000.00 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.

         Floating Rate Junior Subordinated Deferrable Interest Debenture

                                       of

                        COMMERCIAL CAPITAL BANCORP, INC.

                                 March 26, 2002

     Commercial Capital Bancorp, Inc., a Nevada corporation (the "Company" which
term includes any successor Person under the Indenture hereinafter referred to),
for value received promises to pay to State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity but solely as
Institutional Trustee for CCB Statutory Trust II (the "Holder") or registered
assigns, the principal sum of fifteen million four hundred sixty four thousand
and 00/100 ($15,464,000) on March 26, 2032, and to pay interest on said
principal sum from March 26, 2002, 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 26, June 26, September 26 and December 26 of each year
commencing June 26, 2002, at an annual rate equal to 5.59% beginning on (and
including) the date of original issuance and ending on (but excluding) June 26,
2002 and at an annual rate for each successive period beginning on (and
including) June 26, 2002, and each succeeding Interest Payment Date, and ending
on (but excluding) the next succeeding Interest Payment Date (each a
"Distribution Period"), equal to 3-Month LIBOR, determined as described below,
plus 3.60% (the "Coupon Rate"); provided, however, that prior to March 26, 2007,
the Coupon Rate shall not exceed 11.00%, 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) on any overdue
installment of interest at the same rate per annum, compounded quarterly, from
the dates such amounts are due until they are paid or made available for
payment. The amount of interest payable for any 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

                                      A-1-2



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; (ii) 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 Coupon 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 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

                                      A-1-3



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. 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
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
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) and (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. The Company must give the Trustee notice of its election to begin or
extend such Extension Period at least 5 Business Days prior to the earlier of
(i) the date interest on the Debentures 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 less than 5 Business Days prior to such record
date.

     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

                                      A-1-4



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 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.

     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.

                     Signatures appear on the following page

                                      A-1-5



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

                                         COMMERCIAL CAPITAL BANCORP, INC.

                                         By
                                           -------------------------------------
                                            Name:
                                            Title:

                          CERTIFICATE OF AUTHENTICATION

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

                                         State Street Bank and Trust Company of
                                         Connecticut, National Association, as
                                         Trustee


                                         By:
                                            ------------------------------------
                                            Authorized Officer

                                      A-1-6

EX-5.0

                                                                     EXHIBIT 5.0

                                   Law Offices
                            KELLEY DRYE & WARREN LLP
                            8000 Towers Crescent Dr.
                                   Suite 1200
                             Vienna, Virginia 22182
                            Telephone (703) 918-2300

                               September 16, 2002

Board of Directors
Commercial Capital Bancorp, Inc.
One Venture, 3rd Floor
Irvine, California 92618

         Re: Registration Statement on Form S-1

Ladies and Gentlemen:

         In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of up to $60,087,500 aggregate amount of shares of
common stock, $.001 par value ("Common Stock"), of Commercial Capital Bancorp,
Inc., a Nevada corporation (the "Corporation"), we have been requested to render
our opinion as your special counsel as to the validity of the Common Stock.

         In connection with this opinion, we have examined such corporate
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. We have
relied as to all matters of fact upon written or oral representations or
certificates of officers of the Corporation and public officials, and we have
assumed the accuracy of all statements of fact therein without any independent
investigation thereof.

         The opinion which we render herein is limited to those matters governed
by the federal laws of the United States and the laws of the State of Nevada as
of the date hereof and we do not express any opinion as to the laws of any other
jurisdiction. We assume no obligation to revise or supplement the opinions
rendered herein should the above-referenced laws be changed by legislative or
regulatory action, judicial decision or otherwise. We express no opinion as to
compliance with Nevada securities or "blue sky" laws and the opinions set forth
herein are qualified in that respect.

         Based on the foregoing, and subject to the assumptions, qualifications
and limitations set forth herein, as of the date hereof we are of the opinion
that, when the Registration Statement has become effective under the Act and the
Common Stock has been issued and delivered as contemplated in the Registration
Statement, the shares of the Common Stock will have been duly authorized and
validly issued and will be fully paid and non-assessable when delivered against
payment therefore.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of the Securities" in the prospectus included in the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.

                                       Very truly yours,


                                       /s/ KELLEY DRYE & WARREN LLP

EX-10.1

                                                                    EXHIBIT 10.1

                        COMMERCIAL CAPITAL BANCORP, INC.

                                 2000 STOCK PLAN

                  (As Adopted and Effective January 27, 2000)



                                TABLE OF CONTENTS



                                                                         Page
                                                                         ----
                                                                         
SECTION 1.  PURPOSE.........................................................1

SECTION 2.  DEFINITIONS.....................................................1

     (a)    "Award".........................................................1
     (b)    "Board of Directors.............................................1
     (c)    "Change in Control..............................................1
     (d)    "Code...........................................................2
     (e)    "Committee......................................................2
     (f)    "Common-Law Employee............................................2
     (g)    "Company" ......................................................3
     (h)    "Employee"......................................................3
     (i)    "Exchange Act"..................................................3
     (j)    "Exercise Price"................................................3
     (k)    "Fair Market Value".............................................3
     (1)    "Incentive Stock Option" or "ISO................................3
     (m)    "Nonstatutory Option" or "NSO...................................3
     (n)    "Offeree........................................................4
     (o)    "Option.........................................................4
     (p)    "Optionee.......................................................4
     (q)    "Outside Director...............................................4
     (r)    "Participant....................................................4
     (s)    "Plan...........................................................4
     (t)    "Purchase Price.................................................4
     (u)    "Restricted Share...............................................4
     (v)    "Service".......................................................4
     (w)    "Share..........................................................4
     (x)    "Stock..........................................................4
     (y)    "Stock Award Agreement..........................................4
     (z)    "Stock Option Agreement.........................................4
     (aa)   "Stock Purchase Agreement.......................................4
     (bb)   "Subsidiary.....................................................4
     (cc)   "Total and Permanent Disability.................................5
     (dd)   "W-2 Payroll....................................................5

SECTION 3.  ADMINISTRATION..................................................5

     (a)    Committee Membership............................................5
     (b)    Committee Procedures............................................5
     (c)    Committee Responsibilities......................................5
     (d)    Committee Liability.............................................5
     (e)    Financial Reports...............................................5

SECTION 4.  ELIGIBILITY.....................................................6


                                       -i-



                                                                        
     (a)    General Rule....................................................6
     (b)    Ten-Percent Shareholders........................................6
     (c)    Attribution Rules...............................................6
     (d)    Outstanding Stock...............................................6

SECTION 5.  STOCK SUBJECT TO PLAN...........................................6

     (a)    Basic Limitation................................................6
     (b)    Additional Shares...............................................7

SECTION 6.  TERMS AND CONDITIONS OF AWARDS OR SALES.........................7

     (a)    Stock Purchase Agreement........................................7
     (b)    Duration of Offers..............................................7
     (c)    Purchase Price..................................................7
     (d)    Payment for Shares..............................................7
     (e)    Exercise of Awards on Termination of Service....................8

SECTION 7.  ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES............8

     (a)    Form and Amount of Award........................................8
     (b)    Exercisability..................................................8
     (c)    Effect of Change in Control.....................................8
     (d)    Voting Rights...................................................8

SECTION 8.  TERMS AND CONDITIONS OF OPTIONS.................................9

     (a)    Stock Option Agreement..........................................9
     (b)    Number of Shares................................................9
     (c)    Exercise Price..................................................9
     (d)    Exercisability..................................................9
     (e)    Effect of Change in Control.....................................9
     (f)    Term............................................................9
     (g)    Exercise of Options on Termination of Service...................9
     (h)    Payment of Option Shares.......................................10
     (i)    No Rights as a Shareholder.....................................10
     (j)    Modification, Extension and Assumption of Options..............10

SECTION 9.  ADJUSTMENT OF SHARES...........................................11

     (a)    General....................................................... 11
     (b)    Reorganizations................................................11
     (c)    Reservation of Rights..........................................11

SECTION 10. WITHHOLDING TAXES..............................................11

     (a)    General........................................................11
     (b)    Cashless Exercise/Pledge.......................................12
     (c)    Other Forms of Payment.........................................12



                                      -ii-



                                                                        
SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS...............................12

     (a)    General........................................................12
     (b)    Trusts.........................................................12

SECTION 12. LEGAL REQUIREMENTS.............................................12

SECTION 13. NO EMPLOYMENT RIGHTS...........................................12

SECTION 14. DURATION AND AMENDMENTS........................................13

     (a)    Term of the Plan...............................................13
     (b)    Right to Amend or Terminate the Plan...........................13
     (c)    Effect of Amendment or Termination.............................13



                                      -iii-



                        COMMERCIAL CAPITAL BANCORP, INC.
                                 2000 STOCK PLAN
                   (AS ADOPTED AND EFFECTIVE JANUARY 27,2000)

SECTION 1. PURPOSE.

     The purpose of the Plan is to offer selected employees, directors,
consultants and advisors an opportunity to acquire a proprietary interest in the
success of the Company, or to increase such interest, to encourage such selected
persons to remain in the employ of the Company and to attract new employees with
outstanding qualifications. The Plan seeks to achieve this purpose by providing
for Awards in the form of Restricted Shares and Options (which may constitute
Incentive Stock Options or Nonstatutory Stock Options) as well as the direct
award or sale of Shares of the Company's Common Stock. While this Plan is
intended to satisfy Section 25102(o) of the California Corporations Code and SEC
Rule 701, awards may be granted under this Plan in reliance upon other state and
federal securities law exemptions and to the extent another state or federal
exemption is relied upon, the terms of this Plan which are required only because
of Section 25102(o) or SEC Rule 701 shall not apply.

SECTION 2. DEFINITIONS.

     (a)  "Award" shall mean any award of an Option, Restricted Share or other
right under the Plan.

     (b)  "Board of Directors" shall mean the Board of Directors of the Company,
as constituted from time to time.

     (c)  "Change in Control" shall mean:

     (1)  any event that: (i) would be required to be reported in response to
          Item 1 (a) of the current report on Form 8-K, as in effect on the date
          hereof, pursuant to Section 13 or 15(d) of the Securities Exchange Act
          of 1934, as amended (the "Exchange Act"); (ii) results in a Change in
          Control of the Company or the Company within the meaning of the Home
          Owners' Loan Act of 1933, as amended, the Federal Deposit Insurance
          Act and the Rules and Regulations promulgated by the Office of Thrift
          Supervision ("OTS") (or its predecessor agency), as in effect on the
          date hereof (provided, that in applying the definition of change in
          control as set forth under the rules and regulations of the OTS, the
          Board of Directors shall substitute its judgement for that of the
          OTS); or (iii) without limitation such a Change in Control shall be
          deemed to have occurred at such time as (A) any "person" (as the term
          is used in Section 13(d) and 14(d) of the Exchange Act) is or becomes
          the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
          Act), directly or indirectly, of voting securities of the Company
          representing 20% or more of the Company's outstanding voting
          securities or right to acquire such securities except for any voting
          securities of the Company purchased by the Company and any voting
          securities purchased by any employee benefit plan of the Company, or
          (B) individuals who constitute the Board of Directors on the date
          hereof (the "Incumbent Board") cease for any reason to constitute at
          least a majority thereof,

                                      - 1 -



          provided that any person becoming a director subsequent to the date
          hereof whose election was approved by a vote of at lease
          three-quarters of the directors comprising the Incumbent Board, or
          whose nomination for election by the Company's stockholders was
          approved by a nominating committee solely composed of members who are
          Incumbent Board members, shall be, for purposes of this clause (B),
          considered as though he were a member of the Incumbent Board, (C) a
          plan of reorganization, merger, consolidation, sale of all or
          substantially all of the assets of the Company or its subsidiaries or
          similar transaction occurs or is effectuated in which the Company or
          it subsidiaries is not the resulting entity; provided, however, that
          such an event listed above will be deemed to have occurred or to have
          been effectuated upon the receipt of all required federal regulatory
          approvals not including the lapse of any statutory waiting periods, or
          (D) a proxy statement shall be distributed soliciting proxies from
          stockholders of the Company, by someone other than the current
          management of the Company, seeking stockholder approval of a plan of
          reorganization, merger or consolidation of shares of the Company or
          its subsidiaries with one or more corporations as a result of which
          the outstanding shares of the class of securities then subject to such
          plan or transaction are exchanged for or converted into cash or
          property or securities not issued by the Company or its subsidiaries
          shall be distributed; or (E) a tender offer is made and accepted for
          20% or more of the voting securities of the Company or its
          subsidiaries then outstanding. Notwithstanding the above, no Change in
          Control shall deemed to have occurred solely due to a change in the
          composition of the incumbent board occasioned by a conservatorship or
          receivership under applicable banking law, or by direction of the OTS.

     (2)  The Committee shall also define change in control, to the extent it
          differs from the definition set forth herein, in the Stock Purchase
          Agreements, Stock Option Agreements and Stock Award Agreements.

     (3)  The term "Change in Control" shall not include: (i) a transaction the
          sole purpose of which is to change the state of the Company's
          incorporation; or (ii) the Company's initial public offering.

     (d)  "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e)  "Committee" shall mean a committee of the Board of Directors which is
authorized to administer the Plan under Section 3.

     (f)  "Common-Law Employee" means an individual paid from W-2 Payroll of the
Company or a Subsidiary. If, during any period, the Company (or Subsidiary, as
applicable) has not treated an individual as a Common-Law Employee and, for that
reason, has not paid such individual in a manner which results in the issuance
of a Form W-2 and withheld taxes with respect to him or her, then that
individual shall not be an eligible Employee for that period, even if any
person, court of law or government agency determines, retroactively, that that
individual is or was a Common-Law Employee during all or any portion of that
period.

                                      - 2 -



     (g)  "Company" shall mean Commercial Capital Bancorp, Inc.

     (h)  "Employee" shall mean (i) any individual who is a Common-Law Employee
of the Company or of a Subsidiary, (ii) a member of the Board of Directors,
including (without limitation) an Outside Director, or an affiliate of a member
of the Board of Directors, (iii) a member of the board of directors of a
Subsidiary, or (iv) an independent contractor or advisor who performs services
for the Company or a Subsidiary. Service as a member of the Board of Directors,
a member of the board of directors of a Subsidiary or an independent contractor
or advisor shall be considered employment for all purposes of the Plan except
the second sentence of Section 4(a).

     (i)  "Exchange Act" means the Securities and Exchange Act of 1934, as
amended.

     (j)  "Exercise Price" shall mean the amount for which one Share may be
purchased upon exercise of an Option, as specified by the Committee in the
applicable Stock Option Agreement.

     (k)  "Fair Market Value" means the market price of Shares, determined by
the Committee as follows:

          (i)       If the Shares were traded over-the-counter on the date in
     question but were not traded on the Nasdaq Stock Market or the Nasdaq
     National Market System, then the Fair Market Value shall be equal to the
     mean between the last reported representative bid and asked prices quoted
     for such date by the principal automated inter-dealer quotation system on
     which the Shares are quoted or, if the Shares are not quoted on any such
     system, by the "Pink Sheets" published by the National Quotation Bureau,
     Inc.;

          (ii)      If the Shares were traded over-the-counter on the date in
     question and were traded on the Nasdaq Stock Market or the Nasdaq National
     Market System, then the Fair Market Value shall be equal to the
     last-transaction price quoted for such date by the Nasdaq Stock Market or
     the Nasdaq National Market;

          (iii)     If the Shares were traded on a stock exchange on the date in
     question, then the Fair Market Value shall be equal to the closing price
     reported by the applicable composite transactions report for such date; and

          (iv)      If none of the foregoing provisions is applicable, then the
     Fair Market Value shall be determined by the Committee in good faith on
     such basis as it deems appropriate.

     In all cases, the determination of Fair Market Value by the Committee shall
be conclusive and binding on all persons.

     (1)  "Incentive Stock Option" or "ISO" shall mean an employee incentive
stock option described in Code section 422(b).

     (m)  "Nonstatutory Option" or "NSO" shall mean an employee stock option
 that is not an ISO.

                                      - 3 -



     (n)  "Offeree" shall mean an individual to whom the Committee has offered
the right to acquire Shares under the Plan (other than upon exercise of an
Option).

     (o)  "Option" shall mean an Incentive Stock Option or Nonstatutory Option
granted under the Plan and entitling the holder to purchase Shares.

     (p)  "Optionee" shall mean an individual or estate who holds an Option.

     (q)  "Outside Director" shall mean a member of the Board who is not a
Common-Law Employee of the Company or a Subsidiary.

     (r)  "Participant" shall mean an individual or estate who holds an Award.

     (s)  "Plan" shall mean this 2000 Stock Plan of Commercial Capital Bancorp,
Inc.

     (t)  "Purchase Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by the Committee.

     (u)  "Restricted Share" shall mean a Share sold or granted to an eligible
Employee which is nontransferable and subject to substantial risk of forfeiture
until restrictions lapse.

     (v) "Service" shall mean service as an Employee.

     (w)  "Share" shall mean one share of Stock, as adjusted in accordance with
Section 9 (if applicable).

     (x)  "Stock" shall mean the common stock of the Company with a stated value
of $2.667 per share.

     (y)  "Stock Award Agreement" shall mean the agreement between the Company
and the recipient of a Restricted Share which contains the terms, conditions and
restrictions pertaining to such Restricted Share.

     (z)  "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to his or her Option.

     (aa) "Stock Purchase Agreement" shall mean the agreement between the
Company and an Offeree who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

     (bb) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.

                                      - 4 -



     (cc) "Total and Permanent Disability" means that the Optionee is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment.

     (dd) "W-2 Payroll" means whatever mechanism or procedure that the Company
or a Subsidiary utilizes to pay any individual which results in the issuance of
Form W-2 to the individual. "W-2 Payroll" does not include any mechanism or
procedure which results in the issuance of any form other than a Form W-2 to an
individual, including, but not limited to, any Form 1099 which may be issued to
an independent contractor, an agency employee or a consultant. Whether a
mechanism or procedure qualifies as a "W-2 Payroll" shall be determined in the
absolute discretion of the Company (or Subsidiary, as applicable), and the
Company or Subsidiary determination shall be conclusive and binding on all
persons.

SECTION 3.  ADMINISTRATION.

     (a)  Committee Membership. Until the Company's Shares become publicly
traded, the Plan shall be administered by the Compensation Committee of the
Board of Directors. In the event the Company's Shares become publicly traded,
the Board may appoint a Committee which, if appointed, shall be comprised solely
of two or more Outside Directors (although Committee functions may be delegated
to officers to the extent the awards relate to persons who are not subject to
the reporting requirements of Section 16 of the Exchange Act). If no Committee
has been appointed, the entire Board shall constitute the Committee.

     (b)  Committee Procedures. The Board of Directors shall designate one of
the members of the Committee as chairperson. The Committee may hold meetings at
such times and places as it shall determine. The acts of a majority of the
Committee members present at meetings at which a quorum exists, or acts reduced
to or approved in writing by all Committee members, shall be valid acts of the
Committee.

     (c)  Committee Responsibilities. The Committee has and may exercise such
power and authority as may be necessary or appropriate for the Committee to
carry out its functions as described in the Plan. The Committee has authority in
its discretion to determine eligible Employees to whom, and the time or times at
which, Awards may be granted and the number of Shares subject to each Award.
Subject to the express provisions of the respective Award agreements (which need
not be identical) and to make all other determinations necessary or advisable
for Plan administration, the Committee has authority to prescribe, amend, and
rescind rules and regulations relating to the Plan. All interpretations,
determinations, and actions by the Committee will be final, conclusive, and
binding upon all persons.

     (d)  Committee Liability. No member of the Board or the Committee will be
liable for any action or determination made in good faith by the Committee with
respect to the Plan or any Award made under the Plan.

     (e)  Financial Reports. To the extent required by applicable law, and not
less often than annually, the Company shall furnish to Offerees, Optionees and
Shareholders who have received Stock under the Plan its financial statements
including a balance sheet regarding the Company's financial condition and
results of operations, unless such Offerees, Optionees or

                                      - 5 -



Shareholders have duties with the Company that assure them access to equivalent
information. Such financial statements need not be audited.

SECTION 4.  ELIGIBILITY.

     (a)  General Rule. Only Employees shall be eligible for designation as
Participants by the Committee. In addition, only individuals who are employed as
Common-Law Employees by the Company or a Subsidiary shall be eligible for the
grant of ISOs.

     (b)  Ten-Percent Shareholders. An Employee who owns more than ten
percent (10%) of the total combined voting power of all classes of outstanding
stock of the Company or any of its Subsidiaries shall not be eligible for
designation as an Offeree or Optionee unless (i) the Exercise Price for an ISO
(and a NSO only to the extent required by applicable law) is at least one
hundred ten percent (110%) of the Fair Market Value of a Share on the date of
grant, (ii) the Purchase Price of Shares is at least one hundred percent (100%)
of the Fair Market Value of a Share on the date of grant, and (iii) in the case
of an ISO, such ISO by its terms is not exercisable after the expiration of five
years from the date of grant. Notwithstanding the preceding sentence in this
Section 4(b), if the Shares are exercised prior to vesting pursuant to the stock
purchase agreement, and the Fair Market Value of the Shares at such time equals
the Exercise Price, the limit of 100% provided in Section 260.140.42(b)(2) in
Title 10 of the California Code of Regulations shall apply to the Exercise Price
of a NSO.

     (c)  Attribution Rules. For purposes of Subsection (b) above, in
determining stock ownership, an Employee shall be deemed to own the stock owned,
directly or indirectly, by or for his brothers, sisters, spouse, ancestors and
lineal descendants. Stock owned, directly or indirectly, by or for a
corporation, partnership, estate or trust shall be deemed to be owned
proportionately by or for its shareholders, partners or beneficiaries. Stock
with respect to which such Employee holds an Option shall not be counted.

     (d)  Outstanding Stock. For purposes of Subsection (b) above, "outstanding
stock" shall include all stock actually issued and outstanding immediately after
the grant. "Outstanding Stock" shall not include shares authorized for issuance
under outstanding Options held by the Employee or by any other person.

SECTION 5.  STOCK SUBJECT TO PLAN.

     (a)  Basic Limitation. Shares offered under the Plan shall be authorized
but unissued Shares. Subject to Sections 5(b) and 9 of the Plan, the aggregate
number of Shares which may be issued or transferred pursuant to an Award under
the Plan shall not exceed 3,000,000 Shares.

     The number of shares that may be issued or transferred during a
twelve-month period to any Employee pursuant to any Award shall not exceed
850,000 Shares.

     In any event, (i) the number of Shares which are subject to Awards or other
rights outstanding at any time under the Plan shall not exceed the number of
Shares which then remain available for issuance under the Plan; and (ii) to the
extent an award is made in reliance upon the exemption available under Section
25102(o) of the California Corporations Code and SEC Rule 701, the number of
Shares which are subject to Awards or other rights outstanding at any time

                                      - 6 -



under the Plan or otherwise shall not exceed the limitation imposed by Section
260.140.45 of the Code of Regulations of the California Commissioner of
Corporations or Section 230.701(5)(d) of Title 17 of the Code of Federal
Regulations. The Company, during the term of the Plan, shall at all times
reserve and keep available sufficient Shares to satisfy the requirements of the
Plan.

     (b)  Additional Shares. In the event that any outstanding Option or
other right for any reason expires or is canceled or otherwise terminated, the
Shares allocable to the unexercised portion of such Option or other right shall
again be available for the purposes of the Plan. If a Restricted Share is
forfeited before any dividends have been paid with respect to such Restricted
Share, then such Restricted Share shall again become available for award under
the Plan.

SECTION 6.  TERMS AND CONDITIONS OF AWARDS OR SALES.

     (a)  Stock Purchase Agreement. Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Offeree and the Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject to
any other terms and conditions which are not inconsistent with the Plan and
which the Committee deems appropriate for inclusion in a Stock Purchase
Agreement. The provisions of the various Stock Purchase Agreements entered into
under the Plan need not be identical.

     (b)  Duration of Offers. Any right to acquire Shares under the Plan (other
than an Option) shall automatically expire if not exercised by the Offeree
within 30 days after the grant of such right was communicated to the Offeree by
the Committee.

     (c)  Purchase Price. Unless otherwise permitted by applicable law, the
Purchase Price of Shares to be offered under the Plan shall not be less than
eighty-five percent (85%) of the Fair Market Value of a Share on the date of
grant (100% for 10% shareholders), except as otherwise provided in Section 4(b).
Subject to the preceding sentence, the Purchase Price shall be determined by the
Committee in its sole discretion. The Purchase Price shall be payable in a form
described in Subsection (d) below.

     (d)  Payment for Shares. The entire Purchase Price of Shares issued under
the Plan shall be payable in lawful money of the United States of America at the
time when such Shares are purchased, except as provided below. Notwithstanding
any other provision of the Plan, Shares may, in the discretion of the Committee,
be awarded under the Plan in consideration of Services rendered to the Company
or a Subsidiary prior to the Award. Permissible forms of payment, in addition to
cash, are:

                                      - 7 -



          (i)       Cashless Exercise. To the extent that a Stock Purchase
     Agreement so provides and a public market for the Shares exists, payment
     may be made all or in part by delivery (on a form prescribed by the
     Committee) of an irrevocable direction to a securities broker to sell
     Shares and to deliver all or part of the sale proceeds to the Company in
     payment of the aggregate Exercise Price.

          (ii)      Other Forms of Payment. To the extent provided in the Stock
     Purchase Agreement, payment may be made in any other form that is
     consistent with applicable laws, regulations and rules, including payment
     for past services.

     (e)  Exercise of Awards on Termination of Service. Each Stock Award
Agreement shall set forth the extent to which the recipient shall have the right
to exercise the Award following termination of the recipient's Service with the
Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all the Awards issued
pursuant to the Plan, and may reflect distinctions based on the reasons for
termination of employment.

SECTION 7.  ADDITIONAL TERMS AND CONDITIONS OF RESTRICTED SHARES.

     (a)  Form and Amount of Award. Each Stock Award Agreement shall specify the
number of Shares that are subject to the Award. Restricted Shares may be awarded
in combination with NSOs and such an Award may provide that the Restricted
Shares will be forfeited in the event that the related NSOs are exercised.

     (b)  Exercisability. Each Stock Award Agreement shall specify the
conditions upon which Restricted Shares shall become vested, in full or in
installments. To the extent required by applicable law, each Stock Award shall
become exercisable no less rapidly than the rate of 20% per year for each of the
first five years from the date of grant. Subject to the preceding sentence, the
exercisability of any Stock Award shall be determined by the Committee in its
sole discretion.

     (c)  Effect of Change in Control. The Committee may determine at the time
of making an Award or thereafter, that such Award shall become fully vested, in
whole or in part, in the event that a Change in Control occurs with respect to
the Company.

     (d)  Voting Rights. Holders of Restricted Shares awarded under the Plan
shall have the same voting, dividend and other rights as the Company's other
stockholders. A Stock Award Agreement, however, may require that the holders
invested any cash dividends received in additional Restricted Shares. Such
additional Restricted Shares shall be subject to the same conditions and
restrictions as the Award with respect to which the dividends were paid. Such
additional Restricted Shares shall not reduce the number of Shares available
under Section 5.

                                      - 8 -



SECTION 8.  TERMS AND CONDITIONS OF OPTIONS.

     (a)  Stock Option Agreement. Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the Company.
Such Option shall be subject to all applicable terms and conditions of the Plan
and may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Committee deems appropriate for inclusion in a Stock
Option Agreement. The provisions of the various Stock Option Agreements entered
into under the Plan need not be identical.

     (b)  Number of Shares. Each Stock Option Agreement shall specify the number
of Shares that are subject to the Option and shall provide for the adjustment of
such number in accordance with Section 9. The Stock Option Agreement shall also
specify whether the Option is an ISO or a Nonstatutory Option.

     (c)  Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price. The Exercise Price of an ISO shall not be less than one hundred percent
(100%) of the Fair Market Value of a Share on the date of grant, except as
otherwise provided in Section 4(b). To the extent required by applicable law and
except as otherwise provided in Section 4(b), the Exercise Price of a
Nonstatutory Option shall not be less than eighty- five percent (85%) of the
Fair Market Value of a Share on the date of grant. Subject to the preceding two
sentences, the Exercise Price under any Option shall be determined by the
Committee in its sole discretion. The Exercise Price shall be payable in a form
described in Subsection (h) below.

     (d)  Exercisability. Each Stock Option Agreement shall specify the date
when all or any installment of the Option is to become exercisable. To the
extent required by applicable law, an Option shall become exercisable no less
rapidly than the rate of 20% per year for each of the first five years from the
date of grant. Subject to the preceding sentence, the exercisability of any
Option shall be determined by the Committee in its sole discretion.

     (e)  Effect of Change in Control. The Committee may determine, at the time
of granting an Option or thereafter, that such Option shall become fully
exercisable as to all Shares subject to such Option in the event that a Change
in Control occurs with respect to the Company.

     (f)  Term. The Stock Option Agreement shall specify the term of the Option.
The term shall not exceed ten years from the date of grant (or five (5) years
for ten percent (10%) shareholders as provided in Section 4(b)). Subject to the
preceding sentence, the Committee at its sole discretion shall determine when an
Option is to expire.

     (g)  Exercise of Options on Termination of Service. Each Option shall set
forth the extent to which the Optionee shall have the right to exercise the
Option following termination of the Optionee's Service with the Company and its
Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Options issued pursuant to the Plan,
and may reflect distinctions based on the reasons for termination of employment.
Notwithstanding the foregoing, to the extent required by applicable law, each
Option shall provide that the Optionee shall have the right to exercise the
vested portion of any Option held at termination for at least 60 days following
termination of Service with the Company for any reason, and that the Optionee,
or his or her estate shall have the right to

                                      - 9 -



exercise the Option for at least twelve months if the Optionee's Service
terminates due to death or Disability. All Options will immediately vest if
termination of Service is due to death or disability.

     (h)  Payment of Option Shares. The entire Exercise Price of Shares issued
under the Plan shall be payable in lawful money of the United States of America
at the time when such Shares are purchased, except as provided below:

          (i)       Cashless Exercise. To the extent that a Stock Option
Agreement so provides and a public market for the Shares exists, payment may be
made all or in part by delivery (on a form prescribed by the Committee) of an
irrevocable direction to a securities broker to sell Shares and to deliver all
or part of the sale proceeds to the Company in payment of the aggregate Exercise
Price.

          (ii)      Other Forms of Payment. To the extent provided in the Stock
Option Agreement, payment may be made in any other form that is consistent with
applicable laws, regulations and rules.

     (i)  No Rights as a Shareholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a shareholder with respect to any Shares
covered by an Option until the date of the issuance of a stock certificate for
such Shares.

     (j)  Modification, Extension and Assumption of Options. Within the
limitations of the Plan, the Committee may modify, extend or assume outstanding
Options or may accept the cancellation of outstanding Options (whether granted
by the Company or another issuer) in return for the grant of new Options for the
same or a different number of Shares and at the same or a different Exercise
Price or for other consideration.

                                     - 10 -



SECTION 9.  ADJUSTMENT OF SHARES.

     (a)  General. In the event of a subdivision of the outstanding Stock, a
declaration of a dividend payable in Shares, a combination or consolidation of
the outstanding Stock into a lesser number of Shares, a recapitalization, a
reclassification or a similar occurrence, the Committee shall make appropriate
adjustments, subject to the limitations set forth in Section 9(c), in one or
more of (i) the number of Shares available for future Awards under Section 5,
(ii) the number of Shares covered by each outstanding Option or Purchase
Agreement or (iii) the Exercise Price or Purchase Price under each outstanding
Option or Stock Purchase Agreement.

     (b)  Reorganizations. In the event that the Company is a party to a merger
or reorganization, outstanding Options shall be subject to the agreement of
merger or reorganization, provided however, that the limitations set forth in
Section 9(c) shall apply.

     (c)  Reservation of Rights. Except as provided in this Section 9, an
Optionee or an Offeree shall have no rights by reason of (i) any subdivision or
consolidation of shares of stock of any class, (ii) the payment of any dividend
or (iii) any other increase or decrease in the number of shares of stock of any
class. Any issue by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number, Exercise
Price or Purchase Agreement of Shares subject to an Option or Stock Purchase
Agreement. The grant of an Award pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

SECTION 10. WITHHOLDING TAXES.

     (a)  General. To the extent required by applicable federal, state, local or
foreign law, a Participant or his or her successor shall make arrangements
satisfactory to the Committee for the satisfaction of any withholding tax
obligations that arise in connection with the Plan. The Company shall not be
required to issue any Shares or make any cash payment under the Plan until such
obligations are satisfied. Furthermore, all arrangements pursuant to this
Section shall be consistent with the rules of fixed accounting treatment
pursuant to Accounting Principles Board statement 25 and interpreted thereunder.
Any arrangements, provisions in the Plan or agreements thereunder which are
inconsistent with the requirements for fixed accounting treatment are void.

                                     - 11 -



     (b)  Cashless Exercise/Pledge. The Committee may provide that if Company
Shares are publicly traded at the time of exercise, arrangements may be made to
meet the Optionee's withholding obligation by cashless exercise or pledge.

     (c)  Other Forms of Payment. The Committee may permit such other means of
tax withholding as it deems appropriate.

SECTION 11. ASSIGNMENT OR TRANSFER OF AWARDS.

     (a)  General. An Award granted under the Plan shall not be anticipated,
assigned, attached, garnished, optioned, transferred or made subject to any
creditor's process, whether voluntarily, involuntarily or by operation of law,
except as approved by the Committee. Notwithstanding the foregoing, ISOs may not
be transferable. Also notwithstanding the foregoing, while the Shares are
subject to California Corporations Code Section 25102(o) and SEC Rule 701, (i)
Offerees and Optionees may not transfer their rights hereunder except by will,
beneficiary designation or the laws of descent and distribution, and (ii) any
rights of repurchase in favor of the Company shall take into account the
provisions of Department of Corporations Regulation Section 260.140.41 or
260.140.42, as applicable.

     (b)  Trusts. Neither this Section 11 nor any other provision of the Plan
shall preclude a Participant from transferring or assigning Restricted Shares to
(a) the trustee of a trust that is revocable by such Participant alone, both at
the time of the transfer or assignment and at all times thereafter prior to such
Participant's death, or (b) the trustee of any other trust to the extent
approved by the Committee in writing. A transfer or assignment of Restricted
Shares from such trustee to any other person than such Participant shall be
permitted only to the extent approved in advance by the Committee in writing,
and Restricted Shares held by such trustee shall be subject to all the
conditions and restrictions set forth in the Plan and in the applicable Stock
Award Agreement, as if such trustee were a party to such Agreement.

SECTION 12. LEGAL REQUIREMENTS.

     Shares shall not be issued under the Plan unless the issuance and delivery
of such Shares complies with (or is exempt from) all applicable requirements of
law, including (without limitation) the Securities Act of 1933, as amended, the
rules and regulations promulgated thereunder, state securities laws and
regulations, and the regulations of any stock exchange on which the Company's
securities may then be listed.

SECTION 13. NO EMPLOYMENT RIGHTS.

     No provision of the Plan, nor any right or Option granted under the Plan,
shall be construed to give any person any right to become, to be treated as, or
to remain an Employee. The Company and its Subsidiaries reserve the right to
terminate any person's Service at any time and for any reason.

                                     - 12 -



SECTION 14. DURATION AND AMENDMENTS.

     (a)  Term of the Plan. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to the
approval of the Company's shareholders. In the event that the shareholders fail
to approve the Plan within twelve (12) months after its adoption by the Board of
Directors, any grants already made shall be null and void, and no additional
grants shall be made after such date. The Plan shall terminate automatically ten
(10) years after the effective date of any approval of the Plan or the number of
shares available thereunder by the Shareholders and may be terminated on any
earlier date pursuant to Subsection (b) below.

     (b)  Right to Amend or Terminate the Plan. The Board of Directors may amend
the Plan at any time and from time to time. Rights and obligations under any
right or Option granted before amendment of the Plan shall not be materially
altered, or impaired adversely, by such amendment, except with consent of the
person to whom the right or Option was granted. An amendment of the Plan shall
be subject to the approval of the Company's shareholders only to the extent
required by applicable laws, regulations or rules including the rules of any
applicable exchange.

     (c)  Effect of Amendment or Termination. No Shares shall be issued or sold
under the Plan after the termination thereof, except upon exercise of an Option
granted prior to such termination. The termination of the Plan, or any amendment
thereof, shall not affect any Shares previously issued or any Option previously
granted under the Plan.

                                     - 13 -



     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

                        COMMERCIAL CAPITAL BANCORP, INC.

                                 2000 STOCK PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

     Commercial Capital Bancorp, Inc. (the "Company"), hereby grants an Option
to purchase shares of its common stock ("Shares") to the Optionee named below.
The terms and conditions of the Option are set forth in this cover sheet, in the
attachment and in the Company's 2000 Stock Plan (the "Plan").

     Date of Grant: _________________________

     Name of Optionee: ________________________________________________

     Optionee's Social Security Number: ______________________

Number of Shares Covered by Option: ____________

     Exercise Price per Share: $_____________________

[must be at least 100% fair market value on Date of Grant]

     Vesting Start Date: _____________________________

[ ]  Check here if Optionee is a 10% owner (so that exercise price must be 110%
     of fair market value and term will not exceed 5 years).

     By signing this cover sheet, you agree to all of the terms and conditions
     described in the attached Agreement and in the Plan, a copy of which is
     also attached.

Optionee:
          -----------------------------
          (Signature)

Company:
          ----------------------------
          (Signature)

Title:
       -----------------------------

                                      - 1 -



                                                                       2000 PLAN

                        COMMERCIAL CAPITAL BANCORP, INC.
                                 2000 STOCK PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

INCENTIVE STOCK     This Option is intended to be an incentive stock option
OPTION              under section 422 of the Internal Revenue Code and will be
                    interpreted accordingly.

VESTING             Your Option vests monthly over a three-year period beginning
                    on the Vesting Start Date as shown on the cover sheet.
                    Accordingly, this Option vests at a rate of 1/36 of the
                    Shares covered by the Option per month from the Vesting
                    Start Date. The number of Shares which vest under this
                    Option at the Exercise Price shall be equal to the product
                    of the number of full months of your continuous employment
                    with the Company ("Service")(including any approved leaves
                    of absence) from the Vesting Start Date times the number of
                    Shares covered by this Option times 1/36. The resulting
                    number of Shares will be rounded to the nearest whole
                    number. Notwithstanding the above, no Shares will vest until
                    you have performed twelve months of Service from the
                    commencement of your employment with the Company. No
                    additional Shares will vest after your Service has
                    terminated for any reason.

                    You should note that you may exercise the Option prior to
                    vesting. In that case, the Company has a right to repurchase
                    the unvested shares at the original exercise price if you
                    terminate employment before vesting in all shares you
                    purchased. Also, if you exercise before vesting, you should
                    consider making an 83(b) election. Please see the attached
                    Tax Summary. The 83(b) election must be filed within 30 days
                    of the date you exercise.

                    Notwithstanding the above, the Options shall be vested in
                    full upon a Change in Control.

TERM                Your Option will expire in any event at the close of
                    business at Company headquarters on the day before the tenth
                    anniversary (fifth anniversary for a 10% owner) of the Date
                    of Grant, as shown on the cover sheet. (It will expire
                    earlier if your Service terminates, as described below.)

REGULAR             If your Service terminates for any reason except death or
TERMINATION         Disability, your Option will expire at the close of business
                    at Company headquarters on the 90th day after your
                    termination

                                      - 2 -



                                                                       2000 PLAN

                    date. During that 90-day period, you may exercise that
                    portion of your Option that was vested on your termination
                    date. If your Service terminates due to a Change in Control,
                    you will have the remaining Term to exercise your Options.

DEATH               If you die while in Service with the Company, your Options
                    will immediately vest and will expire at the close of
                    business at Company headquarters on the date twelve months
                    after the date of death. During that twelve month period,
                    your estate or heirs may exercise your Options.

DISABILITY          If your Service terminates because of your Disability, your
                    Options will immediately vest and will expire at the close
                    of business at Company headquarters on the date twelve
                    months after your termination date. (However, if your
                    Disability is not expected to result in death or to last for
                    a continuous period of at least 12 months, your Option will
                    be eligible for ISO tax treatment only if it is exercised
                    within three months following the termination of your
                    Service.) During that twelve month period, you may exercise
                    your Options.

                    "Disability" means that you are unable to engage in any
                    substantial gainful activity by reason of any medically
                    determinable physical or mental impairment.

LEAVES OF ABSENCE   For purposes of this Option, your Service does not terminate
                    when you go on a bona fide leave of absence that was
                    approved by the Company in writing, if the terms of the
                    leave provide for continued service crediting, or when
                    continued service crediting is required by applicable law.
                    However, your Service will be treated as terminating 90 days
                    after you went on leave, unless your right to return to
                    active work is guaranteed by law or by a contract. Your
                    Service terminates in any event when the approved leave ends
                    unless you immediately return to active work. The Company
                    determines which leaves count for this purpose, and when
                    your Service terminates for all purposes under the Plan. The
                    Company also determines the extent to which you may exercise
                    the vested portion of your Option during a leave of absence.

NOTICE OF EXERCISE  When you wish to exercise this Option, you must execute
                    Exhibit A (and, if exercise is prior to vesting, you must
                    also execute Exhibits B and D). Your exercise will be
                    effective when it is received by the Company. If someone
                    else wants to exercise this Option after your death, that
                    person must prove to the

                                      - 3 -



                                                                       2000 PLAN

                    Company's satisfaction that he or she is entitled to do so.

FORM OF PAYMENT     When you submit Exhibit A, you must include payment of the
                    Exercise Price for the Shares you are purchasing. Payment
                    may be made in one (or a combination) of the following
                    forms:

                    .    Your personal check, a cashier's check or a money
                         order.

                    .    To the extent that a public market for the Shares
                         exists as determined by the Company, by delivery (on a
                         form prescribed by the Committee) of an irrevocable
                         direction to a securities broker to sell Shares and to
                         deliver all or part of the sale proceeds to the Company
                         in payment of the aggregate Exercise Price.

                    .    Any other form of legal consideration approved by the
                         Committee.

WITHHOLDING         You will not be allowed to exercise this Option unless you
TAXES               make acceptable arrangements to pay any withholding or other
                    taxes that may be due as a result of the Option exercise or
                    the sale of Shares acquired upon exercise of this Option.

RESTRICTIONS ON     By signing this Agreement, you agree not to exercise this
EXERCISE AND        Option or sell any Shares acquired upon exercise of this
RESALE              Option at a time when applicable laws, regulations or
                    Company or underwriter trading policies prohibit exercise or
                    sale. In particular, the Company shall have the right to
                    designate one or more periods of time, each of which shall
                    not exceed 180 days in length, during which this Option
                    shall not be exercisable if the Company determines (in its
                    sole discretion) that such limitation on exercise could in
                    any way facilitate a lessening of any restriction on
                    transfer pursuant to the Securities Act or any state
                    securities laws with respect to any issuance of securities
                    by the Company, facilitate the registration or qualification
                    of any securities by the Company under the Securities Act or
                    any state securities laws, or facilitate the perfection of
                    any exemption from the registration or qualification
                    requirements of the Securities Act or any applicable state
                    securities laws for the issuance or transfer of any
                    securities. Such limitation on exercise shall not alter the
                    vesting schedule set forth in this Agreement other than to
                    limit the periods during which this Option shall be
                    exercisable.

                                      - 4 -



                                                                       2000 PLAN

                    If the sale of Shares under the Plan is not registered under
                    the Securities Act of 1933, as amended (the "Securities
                    Act"), but an exemption is available which requires an
                    investment or other representation, you shall represent and
                    agree at the time of exercise that the Shares being acquired
                    upon exercise of this Option are being acquired for
                    investment, and not with a view to the sale or distribution
                    thereof, and shall make such other representations as are
                    deemed necessary or appropriate by the Company and its
                    counsel.

THE COMPANY'S       In the event that you propose to sell, pledge or otherwise
RIGHT OF            transfer to a third party any Shares acquired under this
FIRST REFUSAL       Agreement, or any interest in such Shares, the Company shall
                    have the "Right of First Refusal" with respect to all (and
                    not less than all) of such Shares. If you desire to transfer
                    Shares acquired under this Agreement, you must give a
                    written "Transfer Notice" to the Company describing fully
                    the proposed transfer, including the number of Shares
                    proposed to be transferred, the proposed transfer price and
                    the name and address of the proposed transferee. The
                    Transfer Notice shall be signed both by you and by the
                    proposed transferee and must constitute a binding commitment
                    of both parties to the transfer of the Shares.

                    The Company and its assignees shall have the right to
                    purchase all, and not less than all, of the Shares on the
                    terms described in the Transfer Notice (subject, however, to
                    any change in such terms permitted in the next paragraph) by
                    delivery of a Notice of Exercise of the Right of First
                    Refusal within 30 days after the date when the Transfer
                    Notice was received by the Company. The Company's rights
                    under this Subsection shall be freely assignable, in whole
                    or in part.

                    If the Company fails to exercise its Right of First Refusal
                    within 30 days after the date when it received the Transfer
                    Notice, you may, not later than 60 days following receipt of
                    the Transfer Notice by the Company, conclude a transfer of
                    the Shares subject to the Transfer Notice on the terms and
                    conditions described in the Transfer Notice. Any proposed
                    transfer on terms and conditions different from those
                    described in the Transfer Notice, as well as any subsequent
                    proposed transfer by you, shall again be subject to the
                    Right of First Refusal and shall require compliance with the
                    procedure described in the paragraph above. If the Company
                    exercises its Right of First Refusal, you and the Company
                    (or its assignees) shall consummate the sale of the Shares
                    on the terms set forth in the Transfer Notice.

                                      - 5 -



                                                                       2000 PLAN

                    The Company's Right of First Refusal shall inure to the
                    benefit of its successors and assigns and shall be binding
                    upon any transferee of the Shares.

RIGHT OF            Following termination of your Service for any reason, the
REPURCHASE          Company shall have the right to purchase all of those vested
                    Shares that you have or will acquire under this Option
                    (unvested Shares which have been exercised are subject to a
                    Repurchase Option set forth in Exhibit A). If the Company
                    fails to provide you with written notice of its intention to
                    purchase such Shares before or within 30 days of the date
                    the Company receives written notice from you of your
                    termination of Service, the Company's right to purchase such
                    Shares shall terminate. If the Company exercises its right
                    to purchase such Shares, the Company will consummate the
                    purchase of such Shares within 60 days of the date of its
                    written notice to you. The purchase price for any Shares
                    repurchased shall be the higher of the fair market value of
                    the Shares on the date of purchase or the aggregate Exercise
                    Price for such Shares and shall be paid in cash. The
                    Company's right of repurchase shall terminate in the event
                    that Stock is listed on an established stock exchange or is
                    quoted regularly on the Nasdaq National Market. The fair
                    market value shall be determined by the Board of Directors
                    in its sole discretion.

TRANSFER OF         Prior to your death, only you may exercise this Option. You
OPTION              cannot transfer or assign this Option. For instance, you may
                    not sell this Option or use it as security for a loan. If
                    you attempt to do any of these things, this Option will
                    immediately become invalid. You may, however, dispose of
                    this Option in your will.

                    Regardless of any marital property settlement agreement, the
                    Company is not obligated to honor a Notice of Exercise from
                    your spouse or former spouse, nor is the Company obligated
                    to recognize such individual's interest in your Option in
                    any other way.

RETENTION RIGHTS    This Agreement does not give you the right to be retained by
                    the Company in any capacity. The Company reserves the right
                    to terminate your Service at any time and for any reason.

SHAREHOLDER         Neither you, nor your estate or heirs, have any rights as a
RIGHTS              shareholder of the Company until a certificate for the
                    Shares acquired upon exercise of this Option has been
                    issued. No adjustments are made for dividends or other
                    rights if the applicable record date occurs before your
                    stock certificate is

                                      - 6 -



                                                                       2000 PLAN

                    issued, except as described in the Plan.

ADJUSTMENTS         In the event of a stock split, a stock dividend or a similar
                    change in the Company's Stock, the number of Shares covered
                    by this Option and the Exercise Price per share may be
                    adjusted pursuant to the Plan. Your Option shall be subject
                    to the terms of the agreement of merger, liquidation or
                    reorganization in the event the Company is subject to such
                    corporate activity.

LEGENDS             All certificates representing the Shares issued upon
                    exercise of this Option shall, where applicable, have
                    endorsed thereon the following legends:

                    "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT
                    TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO PURCHASE
                    SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY
                    AND THE REGISTERED HOLDER, OR SUCH HOLDER'S PREDECESSOR IN
                    INTEREST. SUCH AGREEMENT IMPOSES CERTAIN TRANSFER
                    RESTRICTIONS AND GRANTS CERTAIN REPURCHASE RIGHTS TO THE
                    COMPANY (OR ITS ASSIGNS) UPON THE SALE OF THE SHARES OR UPON
                    TERMINATION OF SERVICE WITH THE COMPANY. A COPY OF SUCH
                    AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY
                    AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE SECRETARY
                    OF THE COMPANY BY THE HOLDER OF SHARES REPRESENTED BY THIS
                    CERTIFICATE.

                    THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, OR THE
                    SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD
                    ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
                    PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE
                    COMPANY IS PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO
                    THE COMPANY AND ITS COUNSEL, THAT REGISTRATION AND
                    QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
                    REQUIRED."

APPLICABLE LAW      This Agreement will be interpreted and enforced under the
                    laws of the State of California (without regard to their
                    choice of law provisions).

                                      - 7 -



                                                                       2000 PLAN

THE PLAN AND        The text of the Plan is incorporated in this Agreement by
OTHER AGREEMENTS    reference. Certain capitalized terms used in this Agreement
                    are defined in the Plan.

                    This Agreement, including its attachments, and the Plan
                    constitute the entire understanding between you and the
                    Company regarding this Option. Any prior agreements,
                    commitments or negotiations concerning this Option are
                    superseded.

     By signing the cover sheet of this Agreement, you agree to all of the terms
     and conditions described above and in the Plan. You also acknowledge that
     you have read Section 11, "Purchaser's Investment Representations" of
     Attachment A and that you can and hereby do make the same representations
     with respect to the grant of this Option.

                                      - 8 -



                                                                       2000 PLAN

     THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION AND
QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT REQUIRED.

                        COMMERCIAL CAPITAL BANCORP, INC.

                                 2000 STOCK PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

     Commercial Capital Bancorp, Inc. (the "Company"), hereby grants an Option
to purchase shares of its common stock ("Shares") to the Optionee named below.
The terms and conditions of the Option are set forth in this cover sheet, in the
attachment and in the Company's 2000 Stock Plan (the "Plan").

Date of Grant: _____________

Name of Optionee: _______________________________

Optionee's Social Security Number: ________

Number of Shares Covered by Option: ________

Exercise Price per Share: $_____________________

Vesting Start Date: _____________________________

[ ]  Check here if Optionee is a 10% owner (so that exercise price must be 110%
of fair market value and term will not exceed 5 years).

     By signing this cover sheet, you agree to all of the terms and conditions
     described in the attached Agreement and in the Plan, a copy of which is
     also attached.

Optionee:
          -----------------------------
          (Signature)

Company:
          -----------------------------
          (Signature)

Title:
        -----------------------------

                                      - 1 -



                                                                       2000 PLAN

                        COMMERCIAL CAPITAL BANCORP, INC.

                                 2000 STOCK PLAN

                       NONSTATUTORY STOCK OPTION AGREEMENT

NONSTATUTORY        This Option is not intended to be an incentive stock option
STOCK OPTION        under section 422 of the Internal Revenue Code and will be
                    interpreted accordingly.

VESTING             Your Option vests monthly over a three-year period beginning
                    on the Vesting Start Date as shown on the cover sheet.
                    Accordingly, this Option vests at a rate of 1/36 of the
                    Shares covered by the Option per month from the Vesting
                    Start Date. The number of Shares which vest under this
                    Option at the Exercise Price shall be equal to the product
                    of the number of full months of your continuous employment
                    with the Company ("Service")(including any approved leaves
                    of absence) from the Vesting Start Date times the number of
                    Shares covered by this Option times 1/36. The resulting
                    number of Shares will be rounded to the nearest whole
                    number. Notwithstanding the above, no Shares will vest until
                    you have performed twelve months of Service from the
                    commencement of your employment with the Company. No
                    additional Shares will vest after your Service has
                    terminated for any reason.

                    You should note that you may exercise the Option prior to
                    vesting. In that case, the Company has a right to repurchase
                    the unvested shares at the original exercise price if you
                    terminate employment before vesting in all shares you
                    purchased. Also, if you exercise before vesting, you should
                    consider making an 83(b) election. Please see the attached
                    Tax Summary. The 83(b) election must be filed within 30 days
                    of the date you exercise.

                    Notwithstanding the above, the Options shall be vested in
                    full upon a Change in Control.

TERM                Your Option will expire in any event at the close of
                    business at Company headquarters on the day before the tenth
                    anniversary of the Date of Grant, as shown on the cover
                    sheet. (It will expire earlier if your Service terminates,
                    as described below.) If your Service terminates due to a
                    Change in Control, you will have the remaining Term to
                    exercise your Options.

                                      - 2 -



                                                                       2000 PLAN

REGULAR             If your Service terminates for any reason except death or
TERMINATION         Disability, your Option will expire at the close of business
                    at Company headquarters on the 90th day after your
                    termination date. During such 90-day period, you may
                    exercise that portion of your Option that was vested on your
                    termination date.

DEATH               If you die while in Service with the Company, your Options
                    will immediately vest and will expire at the close of
                    business at Company headquarters on the date twelve months
                    after the date of death. During that twelve month period,
                    your estate or heirs may exercise your Options.

DISABILITY          If your Service terminates because of your Disability, your
                    Options will immediately vest and will expire at the close
                    of business at Company headquarters on the date twelve
                    months after your termination date. During that twelve month
                    period, you may exercise your Options.

                    "Disability" means that you are unable to engage in any
                    substantial gainful activity by reason of any medically
                    determinable physical or mental impairment.

LEAVES OF ABSENCE   For purposes of this Option, your Service does not terminate
                    when you go on a bona fide leave of absence that was
                    approved by the Company in writing, if the terms of the
                    leave provide for continued service crediting, or when
                    continued service crediting is required by applicable law.
                    However, your Service will be treated as terminating 90 days
                    after you went on leave, unless your right to return to work
                    is guaranteed by law or by a contract. Your service
                    terminates in any event when the approved leave ends unless
                    you immediately return to Service. The Company determines
                    which leaves count for this purpose, and when your Service
                    terminates for all purposes under the Plan. The Company also
                    determines the extent to which you may exercise the vested
                    portion of your Option during a leave of absence.

NOTICE OF EXERCISE  When you wish to exercise this Option, you must execute
                    Exhibit A (and if exercise is prior to vesting you must also
                    execute Exhibits B and D). Your Exercise will be effective
                    when it is received by the Company. If someone else wants to
                    exercise this Option after your death, that person must
                    prove to the Company's satisfaction that he or she is
                    entitled to do so.

FORM OF PAYMENT     When you submit Exhibit A, you must include payment of the
                    Exercise Price for the Shares you are purchasing. Payment
                    may

                                      - 3 -



                                                                       2000 PLAN

                    be made in one (or a combination) of the following forms:

                         .    Your personal check, a cashier's check or a money
                         order.

                         .    To the extent that a public market for the Shares
                         exists as determined by the Company, by delivery (on a
                         form prescribed by the Committee) of an irrevocable
                         direction to a securities broker to sell Shares and to
                         deliver all or part of the sale proceeds to the Company
                         in payment of the aggregate Exercise Price.

                         .    Any other form of legal consideration approved by
                         the Committee.

WITHHOLDING         You will not be allowed to exercise this Option unless you
TAXES               make acceptable arrangements to pay any withholding or other
                    taxes that may be due as a result of the Option exercise or
                    the sale of Shares acquired upon exercise of this Option.

                    By signing this Agreement, you agree not to exercise this
                    Option or sell any Shares acquired upon exercise of this
                    Option at a time when applicable laws, regulations or
                    Company or underwriter trading policies prohibit exercise or
                    sale. In particular, the Company shall have the right to
                    designate one or more periods of time, each of which shall
                    not exceed 180 days in length, during which this Option
                    shall not be exercisable if the Company determines (in its
                    sole discretion) that such limitation on exercise could in
                    any way facilitate a lessening of any restriction on
                    transfer pursuant to the Securities Act or any state
                    securities laws with respect to any issuance of securities
                    by the Company, facilitate the registration or qualification
                    of any securities by the Company under the Securities Act or
                    any state securities laws, or facilitate the perfection of
                    any exemption from the registration or qualification
                    requirements of the Securities Act or any applicable state
                    securities laws for the issuance or transfer of any
                    securities. Such limitation on exercise shall not alter the
                    vesting schedule set forth in this Agreement other than to
                    limit the periods during which this Option shall be
                    exercisable.

                    If the sale of Shares under the Plan is not registered under
                    the Securities Act of 1933, as amended (the "Securities
                    Act"), but an exemption is available which requires an
                    investment or other representation, you shall represent and
                    agree at the time of exercise that the Shares being acquired
                    upon exercise of this Option are being acquired for
                    investment, and not with a view to

                                      - 4 -



                                                                       2000 PLAN

                    the sale or distribution thereof, and shall make such other
                    representations as are deemed necessary or appropriate by
                    the Company and its counsel.

THE COMPANY'S       In the event that you propose to sell, pledge or otherwise
RIGHT OF FIRST      transfer to a third party any Shares acquired under this
REFUSAL             Agreement, or any interest in such Shares, the Company shall
                    have the "Right of First Refusal" with respect to all (and
                    not less than all) of such Shares. If you desire to transfer
                    Shares acquired under this Agreement, you must give a
                    written "Transfer Notice" to the Company describing fully
                    the proposed transfer, including the number of Shares
                    proposed to be transferred, the proposed transfer price and
                    the name and address of the proposed transferee. The
                    Transfer Notice shall be signed both by you and by the
                    proposed transferee and must constitute a binding commitment
                    of both parties to the transfer of the Shares.

                    The Company and its assignees shall have the right to
                    purchase all, and not less than all, of the Shares on the
                    terms described in the Transfer Notice (subject, however, to
                    any change in such terms permitted in the next paragraph) by
                    delivery of a notice of exercise of the Right of First
                    Refusal within 30 days after the date when the Transfer
                    Notice was received by the Company. The Company's rights
                    under this Subsection shall be freely assignable, in whole
                    or in part.

                    If the Company fails to exercise its Right of First Refusal
                    within 30 days after the date when it received the Transfer
                    Notice, you may, not later than 60 days following receipt of
                    the Transfer Notice by the Company, conclude a transfer of
                    the Shares subject to the Transfer Notice on the terms and
                    conditions described in the Transfer Notice. Any proposed
                    transfer on terms and conditions different from those
                    described in the Transfer Notice, as well as any subsequent
                    proposed transfer by you, shall again be subject to the
                    Right of First Refusal and shall require compliance with the
                    procedure described in the paragraph above. If the Company
                    exercises its Right of First Refusal, you and the Company
                    (or its assignees) shall consummate the sale of the Shares
                    on the terms set forth in the Transfer Notice.

                    The Company's Right of First Refusal shall inure to the
                    benefit of its successors and assigns and shall be binding
                    upon any transferee of the Shares.

RIGHT OF            Following termination of your Service for any reason, the
                    Company shall have the right to purchase all of those vested

                                      - 5 -



                                                                       2000 PLAN

REPURCHASE          Shares that you have or will acquire under this Option
                    (unvested Shares which have been exercised are subject to a
                    Repurchase Option set forth in Exhibit A). If the Company
                    fails to provide you with written notice of its intention to
                    purchase such Shares before or within 30 days of the date
                    the Company receives written notice from you of your
                    termination of Service, the Company's right to purchase such
                    Shares shall terminate. If the Company exercises its right
                    to purchase such Shares, the Company will consummate the
                    purchase of such Shares within 60 days of the date of its
                    written notice to you. The purchase price for any Shares
                    repurchased shall be the higher of the fair market value of
                    the Shares on the date of purchase or the aggregate Exercise
                    Price for such Shares and shall be paid in cash. The
                    Company's right of repurchase shall terminate in the event
                    that Stock is listed on an established stock exchange or is
                    quoted regularly on the Nasdaq National Market. The fair
                    market value shall be determined by the Board of Directors
                    in its sole discretion.

TRANSFER OF         Prior to your death, only you may exercise this Option. You
OPTION              cannot transfer or assign this Option. For instance, you may
                    not sell this Option or use it as security for a loan. If
                    you attempt to do any of these things, this Option will
                    immediately become invalid. You may, however, dispose of
                    this Option in your will.

                    Regardless of any marital property settlement agreement, the
                    Company is not obligated to honor a Notice of Exercise from
                    your spouse or former spouse, nor is the Company obligated
                    to recognize such individual's interest in your Option in
                    any other way.

RETENTION RIGHTS    This Agreement does not give you the right to be retained by
                    the Company in any capacity. The Company reserves the right
                    to terminate your Service at any time and for any reason.

SHAREHOLDER         Neither you, nor your estate or heirs, have any rights as a
RIGHTS              shareholder of the Company until a certificate for the
                    Shares acquired upon exercise of this Option has been
                    issued. No adjustments are made for dividends or other
                    rights if the applicable record date occurs before your
                    stock certificate is issued, except as described in the
                    Plan.

ADJUSTMENTS         In the event of a stock split, a stock dividend or a similar
                    change in the Company Stock, the number of Shares covered by
                    this Option and the Exercise Price per share may be adjusted
                    pursuant to the Plan. Your Option shall be subject to the
                    terms of the

                                      - 6 -



                                                                       2000 PLAN

                    agreement of merger, liquidation or reorganization in the
                    event the Company is subject to such corporate activity.

LEGENDS             All certificates representing the Shares issued upon
                    exercise of this Option shall, where applicable, have
                    endorsed thereon the following legends:

                         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
                    SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OPTIONS TO
                    PURCHASE SUCH SHARES SET FORTH IN AN AGREEMENT BETWEEN THE
                    COMPANY AND THE REGISTERED HOLDER, OR SUCH HOLDER'S
                    PREDECESSOR IN INTEREST. SUCH AGREEMENT IMPOSES CERTAIN
                    TRANSFER RESTRICTIONS AND GRANTS CERTAIN REPURCHASE RIGHTS
                    TO THE COMPANY (OR ITS ASSIGNS) UPON THE SALE OF THE SHARES
                    OR UPON TERMINATION OF SERVICE WITH THE COMPANY. A COPY OF
                    SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE
                    COMPANY AND WILL BE FURNISHED UPON WRITTEN REQUEST TO THE
                    SECRETARY OF THE COMPANY BY THE HOLDER OF SHARES REPRESENTED
                    BY THIS CERTIFICATE.

                         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
                    BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR THE
                    SECURITIES LAWS OF ANY STATE, AND MAY BE OFFERED AND SOLD
                    ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
                    PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE
                    COMPANY IS PROVIDED AN OPINION OF COUNSEL, SATISFACTORY TO
                    THE COMPANY AND ITS COUNSEL, THAT REGISTRATION AND
                    QUALIFICATION UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
                    REQUIRED."

APPLICABLE LAW      This Agreement will be interpreted and enforced under the
                    laws of the State of California (without regard to their
                    choice of law provisions).

THE PLAN AND        The text of the Plan is incorporated in this Agreement by
OTHER AGREEMENTS    reference. Certain capitalized terms used in this Agreement
                    are defined in the Plan.

                                      - 7 -



                                                                       2000 PLAN

                    This Agreement and the Plan constitute the entire
                    understanding between you and the Company regarding this
                    Option. Any prior agreements, commitments or negotiations
                    concerning this Option are superseded.

     By signing the cover sheet of this Agreement, you agree to all of the terms
     and conditions described above and in the Plan. You also acknowledge that
     you have read Section 11, "Purchaser's Investment Representations" of
     Attachment A and that you can and hereby do make the same representations
     with respect to the grant of this Option.

                                      - 8 -



                                                                       2000 PLAN

                                                                       EXHIBIT A
                                                           (to be attached to an
                                                               option agreement,
                                                              either ISO or NSO)

                        Commercial Capital Bancorp, Inc.

             Notice of Exercise and Common Stock Purchase Agreement

     THIS AGREEMENT is dated as of ____________________________, ______, between
Commercial Capital Bancorp, Inc. (the "Company"), and___________________________
("Purchaser").

                              W I T N E S S E T H:

     WHEREAS, the Company and Purchaser are parties to that certain ____________
Incentive _______________ Nonstatutory Stock Option Agreement dated as of
______________________________, _______ (the "Option Agreement") pursuant to
which the Purchaser has the right to purchase up to ___________________________
shares of the Company's common stock (the "Option Shares"); and

     WHEREAS, the Option is exercisable with respect to certain of the Option
Shares as of the date hereof; and

     WHEREAS, pursuant to the Option Agreement, Purchaser desires to purchase
shares of the Company as herein described, on the terms and conditions set forth
in this Agreement, the Option Agreement and the Commercial Capital Bancorp, Inc.
2000 Stock Plan (the "Plan"). Certain capitalized terms used in this Agreement
are defined in the Plan.

     NOW, THEREFORE, it is agreed between the parties as follows:

SECTION 1.  PURCHASE OF SHARES.

     (a)  Pursuant to the terms of the Option Agreement, Purchaser hereby agrees
to purchase from the Company and the Company agrees to sell and issue to
Purchaser _______________ shares of the Company's common stock (the "Stock") for
the Exercise Price per share specified in the Option Agreement payable by
personal check, cashier's check or money order, if permitted by the Option
Agreement, as follows: ________________________________________________________.
Payment shall be delivered at the Closing, as such term is hereinafter defined.

     (b)  The closing hereunder (the "Closing") shall occur at the offices of
the Company on ________________, _______, or such other time and place as may be
designated by the Company (the "Closing Date").

                                      - 1 -



                                                                       2000 PLAN

SECTION 2.  REPURCHASE OPTION

     All unvested shares of the Stock purchased by the Purchaser pursuant to
this Agreement (sometimes referred to as the "Repurchase Option Stock") shall be
subject to the following option (the "Repurchase Option"):

     (a)  In the event the Purchaser terminates service with the Company
("Service") for any reason, with or without cause, the Company may exercise the
Repurchase Option.

     (b)  Purchaser understands that the Stock is being sold in order to induce
Purchaser to become and/or remain associated with the Company and to work
diligently for the success of the Company and that the Repurchase Option Stock
will continue to vest in accordance with the schedules set forth in the Option
Agreement. Accordingly, the Company shall have the right at any time within 90
days after the termination of Service to purchase from the Purchaser all shares
of Stock purchased hereunder which have not vested in accordance with the terms
of such vesting schedule in the Option Agreement. The purchase price for such
unvested shares of Repurchase Option Stock shall be the Exercise Price per share
paid by Purchaser for such shares pursuant to the Option (the "Option Price").
The purchase price shall be paid by certified or cashier's check or by
cancellation of any indebtedness of Purchaser to the Company.

     (c)  Nothing in this Agreement shall be construed as a right by purchaser
to be employed by Company, or a parent or subsidiary of Company.

SECTION 3.  EXERCISE OF REPURCHASE OPTION

     The Repurchase Option shall be exercised by written notice signed by an
officer of the Company and delivered or mailed as provided in Section 16 of this
Agreement and to the Escrow Agent as provided in Section 16 of the Joint Escrow
Instructions attached as Exhibit B to the Option Agreement.

SECTION 4.  WAIVER, ASSIGNMENT, EXPIRATION OF REPURCHASE OPTION

     If the Company waives or fails to exercise the Repurchase Option as to all
of the shares subject thereto, the Company may, in the discretion of its Board
of Directors, assign the Repurchase Option to any other holder or holders of
preferred or common stock of the Company in such proportions as such Board of
Directors may determine. In the event of such an assignment, the assignee shall
pay to the Company in cash an amount equal to the fair market value of the
Repurchase Option. The Company shall promptly, upon expiration of the 90-day
period referred to in Section 2 above, notify Purchaser of the number of shares
subject to the Repurchase Option assigned to such stockholders and shall notify
both the Purchaser and the assignees of the time, place and date for settlement
of such purchase, which must be made within 90 days from the date of cessation
of continuous employment. In the event that the Company and/or such assignees do
not elect to exercise the Repurchase Option as to all or part of the shares
subject to it, the Repurchase Option shall expire as to all shares which the
Company and/or such assignees have not elected to purchase.

                                      - 2 -



                                                                       2000 PLAN

SECTION 5.  ESCROW OF SHARES

     (a)  As security for Purchaser's faithful performance of the terms of this
Agreement and to ensure the availability for delivery of Purchaser's shares upon
exercise of the Repurchase Option herein provided for, Purchaser agrees at the
Closing hereunder, to deliver to and deposit with the Escrow Agent named in the
Joint Escrow Instructions attached to the Option Agreement as Exhibit B, the
certificate or certificates evidencing the Option Stock subject to the
Repurchase Option and two Assignments Separate from Certificate duly executed
(with date and number of shares in blank) in the form attached to the Option
Agreement as Exhibit D. Such documents are to be held by the Escrow Agent and
delivered by the Escrow Agent pursuant to the Joint Escrow Instructions, which
instructions shall also be delivered to the Escrow Agent at the Closing
hereunder.

     (b)  Within 30 days after the last day of each successive completed
calendar quarter after the Closing Date, if Purchaser so requests, the Escrow
Agent will deliver to Purchaser certificates representing so many shares of
Stock as are no longer subject to the Repurchase Option (less such shares as
have been previously delivered). Ninety days after cessation of Purchaser's
employment with the Company the Company will direct the Escrow Agent to deliver
to Purchaser a certificate or certificates representing the number of shares not
repurchased by the Company or its assignees pursuant to exercise of the
Repurchase Option (less such shares as have been previously delivered).

SECTION 6.  ADJUSTMENT OF SHARES

     Subject to the provisions of the Certificate of Incorporation of the
Company, if, from time to time during the term of the Repurchase Option:

     (a)  there is any stock dividend or liquidating dividend of cash and/or
property, stock split or other change in the character or amount of any of the
outstanding securities of the Company, or

     (b)  there is any consolidation, merger or sale of all or substantially
all, of the assets of the Company,

then, in such event, any and all new, substituted or additional securities or
other property to which Purchaser is entitled by reason of Purchaser's ownership
of the shares shall be immediately subject to such Repurchase Option with the
same force and effect as the shares of Option Stock from time to time subject to
the Repurchase Option. While the total Option Price shall remain the same after
each such event, the Option Price per share of Option Stock upon exercise of the
Repurchase Option shall be appropriately and equitably adjusted as determined by
the Board of Directors of the Company.

SECTION 7.  THE COMPANY'S RIGHT OF FIRST REFUSAL.

     Before any shares of Stock registered in the name of Purchaser and not
subject to the Repurchase Option may be sold or transferred, such shares shall
first be offered to the Company as set forth in the Option Agreement.

                                      - 3 -


                                                                       2000 PLAN

SECTION 8.  PURCHASER'S RIGHTS AFTER EXERCISE OF REPURCHASE OPTION OR RIGHT OF
            FIRST REFUSAL.

     If the Company makes available, at the time and place and in the amount and
form provided in this Agreement, the consideration for the Stock to be
repurchased in accordance with the provisions of Sections 2 and 7 of this
Agreement, then from and after such time the person from whom such shares are to
be repurchased shall no longer have any rights as a holder of such shares (other
than the right to receive payment of such consideration in accordance with this
Agreement). Such shares shall be deemed to have been repurchased in accordance
with the applicable provisions hereof, whether or not the certificate(s)
therefor have been delivered as required by this Agreement.

SECTION 9.  TRANSFER BY PURCHASER TO CERTAIN TRUSTS.

     Purchaser shall have the right to transfer all or any portion of
Purchaser's interest in the shares issued under this Agreement which have been
delivered to Purchaser under the provisions of Section 5 of this Agreement, to a
trust established by Purchaser for the benefit of Purchaser, Purchaser's spouse
or Purchaser's children, without being subject to the provisions of Section 7
hereof, provided that the trustee on behalf of the trust shall agree in writing
to be bound by the terms and conditions of this Agreement. The transferee shall
execute a copy of Exhibit C attached to the Option Agreement and file the same
with the Secretary of the Company.

SECTION 10. LEGEND OF SHARES.

     All certificates representing the Stock purchased under this Agreement
shall, where applicable, have endorsed thereon the legends set forth in the
Option Agreement and any other legends required by applicable securities laws.

SECTION 11. PURCHASER'S INVESTMENT REPRESENTATIONS.

     (a)  This Agreement is made with Purchaser in reliance upon Purchaser's
representation to the Company, which by Purchaser's acceptance hereof Purchaser
confirms, that the Stock which Purchaser will receive will be acquired with
Purchaser's own funds for investment for an indefinite period for Purchaser's
own account, not as a nominee or agent, and not with a view to the sale or
distribution of any part thereof, and that Purchaser has no present intention of
selling, granting participation in, or otherwise distributing the same, but
subject, nevertheless, to any requirement of law that the disposition of
Purchaser's property shall at all times be within Purchaser's control. By
executing this Agreement, Purchaser further represents that Purchaser does not
have any contract, understanding or agreement with any person to sell, transfer,
or grant participation, to such person or to any third person, with respect to
any of the Stock.

     (b)  Purchaser understands that the Stock will not be registered or
qualified under federal or state securities laws on the ground that the sale
provided for in this Agreement is exempt from registration or qualification
under federal or state securities laws and that the

                                      - 4 -



                                                                       2000 PLAN

Company's reliance on such exemption is predicated on Purchaser's
representations set forth herein.

     (c)  Purchaser agrees that in no event will Purchaser make a disposition of
any of the Stock (including a disposition under Section 9 of this Agreement),
unless and until (i) Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a statement of the
circumstances surrounding the proposed disposition and (ii) Purchaser shall have
furnished the Company with an opinion of counsel satisfactory to the Company to
the effect that (A) such disposition will not require registration or
qualification of such Stock under federal or state securities laws or (B)
appropriate action necessary for compliance with the federal or state securities
laws has been taken or (iii) the Company shall have waived, expressly and in
writing, its rights under clauses (i) and (ii) of this section.

     (d)  With respect to a transaction occurring prior to such date as the Plan
and Stock thereunder are covered by a valid Form S-8 or similar federal
registration statement, this subsection shall apply unless the transaction is
covered by the exemption in California Corporations Code Section 25102(o) or a
similar broad based exemption. In connection with the investment representations
made herein, Purchaser represents that Purchaser is able to fend for himself or
herself in the transactions contemplated by this Agreement, has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of Purchaser's investment, has the ability to bear the
economic risks of Purchaser's investment and has been furnished with and has had
access to such information as would be made available in the form of a
registration statement together with such additional information as is necessary
to verify the accuracy of the information supplied and to have all questions
answered by the Company.

     (e)  Purchaser understands that if the Company does not register with the
Securities and Exchange Commission pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or if a registration
statement covering the Stock (or a filing pursuant to the exemption from
registration under Regulation A of the Securities Act of 1933) under the
Securities Act of 1933 is not in effect when Purchaser desires to sell the
Stock, Purchaser may be required to hold the Stock for an indeterminate period.
Purchaser also acknowledges that Purchaser understands that any sale of the
Stock which might be made by Purchaser in reliance upon Rule 144 under the
Securities Act of 1933 may be made only in limited amounts in accordance with
the terms and conditions of that Rule.

SECTION 12. ASSISTANCE TO PURCHASER UNDER RULE 144.

     The Company covenants and agrees that (a) at all times after it first
becomes subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, it will use its best efforts to comply with the current public
information requirements of Rule 144(c)(l) under the Securities Act of 1933, and
that if prior to becoming subject to such reporting requirements an
over-the-counter market develops for the Stock, it will make publicly available
the information required by Rule 144(c)(2); (b) it will furnish Purchaser, upon
request, with all information required for the preparation and filing of Form
144; and (c) it will on a timely basis use its best efforts to file all reports
required to be filed and make all disclosures, including disclosures of

                                      - 5 -



                                                                       2000 PLAN

materially adverse information, required to permit Purchaser to make the
required representations in Form 144.

SECTION 13. NO DUTY TO TRANSFER IN VIOLATION HEREUNDER.

     The Company shall not be required (a) to transfer on its books any shares
of Stock of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner of
such shares or to accord the right to vote as such owner or to pay dividends to
any transferee to whom such shares shall have been so transferred.

SECTION 14. RIGHTS OF PURCHASER.

     Except as otherwise provided herein, Purchaser shall, during the term of
this Agreement, exercise all rights and privileges of a stockholder of the
Company with respect to the Stock.

SECTION 15. OTHER NECESSARY ACTIONS.

     The parties agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Agreement.

SECTION 16. NOTICE.

     Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon the earliest of personal delivery,
receipt or the third full day following deposit in the United States Post Office
with postage and fees prepaid, addressed to the other party hereto at the
address last known or at such other address as such party may designate by 10
days' advance written notice to the other party hereto.

SECTION 17. SUCCESSORS AND ASSIGNS.

     This Agreement shall inure to the benefit of the successors and assigns of
the Company and, subject to the restrictions on transfer herein set forth, be
binding upon Purchaser and Purchaser's heirs, executors, administrators,
successors and assigns. The failure of the Company in any instance to exercise
the Repurchase Option or rights of first offer described herein shall not
constitute a waiver of any other Repurchase Option or right of first offer that
may subsequently arise under the provisions of this Agreement. No waiver of any
breach or condition of this Agreement shall be deemed to be a waiver of any
other or subsequent breach or condition, whether of a like or different nature.

SECTION 18. APPLICABLE LAW.

     This Agreement shall be governed by, and construed in accordance with, the
laws of the State of California, as such laws are applied to contracts entered
into and performed in such state.

                                      - 6 -



                                                                       2000 PLAN

SECTION 19. NO FEDERAL QUALIFICATION.

     THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN QUALIFIED WITH THE SECURITIES AND EXCHANGE COMMISSION AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM THE QUALIFICATION BY SEC RULE 701. THE RIGHTS OF ALL PARTIES TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS THE SALE IS SO EXEMPT.

SECTION 20. STATE QUALIFICATION.

     THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA
AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102 OR 25105
OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT
ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE
SALE IS SO EXEMPT.

SECTION 21. NO ORAL MODIFICATION.

     No modification of this Agreement shall be valid unless made in writing and
signed by the parties hereto.

SECTION 22. ENTIRE AGREEMENT.

     This Agreement and the Option Agreement constitute the entire complete and
final agreement between the parties hereto with regard to the subject matter
hereof.

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

Commercial Capital Bancorp, Inc.            PURCHASER

By
  ---------------------------------         ------------------------------------

                                      - 7 -


                                                                       2000 PLAN

                                   EXHIBIT B

                            Joint Escrow Instructions
                             ____________, _________

Secretary
Commercial Capital Bancorp, Inc.

Dear Sir or Madam:

     As Escrow Agent for both Commercial Capital Bancorp, Inc. (the "Company"),
and ____________________________ ("Purchaser"), you are hereby authorized and
directed to hold the documents delivered to you pursuant to the terms of that
certain Common Stock Purchase Agreement (the "Agreement") of even date herewith,
to which a copy of these Joint Escrow Instructions is attached as Exhibit B to a
certain Stock Option dated _______________________ ("Option Agreement"), in
accordance with the following instructions:

     1.   In the event the Company shall elect to exercise the Repurchase Option
set forth in the Agreement, the Company shall give to Purchaser and you a
written notice as provided in the Agreement. Purchaser and the Company hereby
irrevocably authorize and direct you to close the transaction contemplated by
such notice, including prompt delivery of stock certificates.

     2.   At the closing, you are directed (a) to date the stock assignment form
or forms necessary for the transfer in question, (b) to fill in the number of
shares being transferred, and (c) to deliver same, together with the certificate
or certificates evidencing the shares to be transferred, to the Company against
the simultaneous delivery to you of the purchase price (by certified or bank
cashier's check) for the number of shares being purchased pursuant to the
exercise of the Repurchase Option.

     3.   Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement. Purchaser does hereby
irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent
for the term of this escrow to execute with respect to such securities all
documents necessary or appropriate to make such securities negotiable and to
complete any transaction herein contemplated. Subject to the provisions of this
Section 3, Purchaser shall exercise all rights and privileges, including but not
limited to, the right to vote and to receive dividends (if any), of a
stockholder of the Company while the shares are held by you.

     4.   In accordance with the terms of Section 5 of the Agreement, you may
from time to time deliver to Purchaser a certificate or certificates
representing so many shares as are no longer subject to the Repurchase Option.

     5.   This escrow shall terminate upon the release of all shares held under
the terms and provisions hereof.

                                      - 1 -



                                                                       2000 PLAN

     6.   If at the time of termination of this escrow you should have in your
possession any documents, securities or other property belonging to Purchaser,
you shall deliver all of same to Purchaser and shall be discharged from all
further obligations hereunder.

     7.   Your duties hereunder may be altered, amended, modified or revoked
only by a writing signed by all of the parties hereto.

     8.   You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact of Purchaser while acting in good faith and
in the exercise of your own good judgment, and any act done or omitted by you
pursuant to the advice of your own attorneys shall be conclusive evidence of
such good faith.

     9.   You are hereby expressly authorized to disregard any and all warnings
given by any of the parties hereto or by any other person or corporation,
excepting only orders or process of courts of law, and are hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court. In
case you obey or comply with any such order, judgment or decree of any court,
you shall not be liable to any of the parties hereto or to any other person,
firm or corporation by reason of such compliance, notwithstanding any such
order, judgment or decree being subsequently reversed, modified, annulled, set
aside, vacated or found to have been entered without jurisdiction.

     10.  You shall not be liable in any respect on account of the identity,
authority or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

     11.  You shall not be liable for the outlawing of any rights under any
statute of limitations with respect to these Joint Escrow Instructions or any
documents deposited with you.

     12.  You shall be entitled to employ such legal counsel and other experts
as you may deem necessary properly to advise you in connection with your
obligations hereunder and may rely upon the advice of such counsel.

     13.  Your responsibilities as Escrow Agent hereunder shall terminate if you
shall cease to be Secretary of the Company or if you shall resign by written
notice of each party. In the event of any such termination, the Company shall
appoint any officer of the Company as successor Escrow Agent.

     14.  If you reasonably require other or further instruments in connection
with these Joint Escrow Instructions or obligations in respect hereto, the
necessary parties hereto shall join in furnishing such instruments.

     15.  It is understood and agreed that should any dispute arise with respect
to the delivery and/or ownership or right of possession of the securities held
by you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of

                                      - 2 -



                                                                       2000 PLAN

said securities until such dispute shall have been settled either by mutual
written agreement of the parties concerned or by a final order, decree or
judgment of a court of competent jurisdiction after the time for appeal has
expired and no appeal has been perfected, but you shall be under no duty
whatsoever to institute or defend any such proceedings.

     16.  Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office, by registered or certified mail with postage and
fees prepaid, addressed to each of the other parties thereunto entitled.

     17.  By signing these Joint Escrow Instructions, you become a party hereto
only for the purpose of said Joint Escrow Instructions; you do not become a
party to the Agreement.

     18.  This instrument shall be governed by and construed in accordance with
the laws of the State of California.

     19.  This instrument shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

                                         Very truly yours,

                                         Commercial Capital Bancorp, Inc.

                                         By
                                            ------------------------------------

ESCROW AGENT:                               PURCHASER:


- -------------------------------------       ------------------------------------

                                      - 3 -



                                    EXHIBIT C

                   Acknowledgment of and Agreement to be Bound

                    By the Common Stock Purchase Agreement of

                        Commercial Capital Bancorp, Inc.

     The undersigned, as transferee of shares of Commercial Capital Bancorp,
Inc., hereby acknowledges that he or she has read and reviewed the terms of the
Common Stock Purchase Agreement of Commercial Capital Bancorp, Inc. and hereby
agrees to be bound by the terms and conditions thereof, as if the undersigned
had executed said Agreement as an original party thereto.

     Dated: ______________, _______.


                                         By
                                            ------------------------------------

                                      - 1 -



                                    EXHIBIT D

                      ASSIGNMENT SEPARATE FROM CERTIFICATE

     FOR VALUE RECEIVED _________________________________________________ hereby
sells, assigns and transfers unto _______________________________ (____________)
shares of the Common Stock of Commercial Capital Bancorp, Inc. (the "Company"),
standing in ________________name on the books of the Company represented by
Certificate No.________________________________ herewith and hereby irrevocably
constitutes and appoints ___________________________Attorney to transfer said
stock on the books of the Company with full power of substitution in the
premises.

     Dated: ________________, ______

                                      - 1 -

EX-10.3

                                                                    Exhibit 10.3


                              EMPLOYMENT AGREEMENT

               THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
September 13, 2001, by and between Commercial Capital Bancorp (the "Holding
Company"), a corporation organized under the laws of the State of Nevada, with
its headquarters office located in the City of Irvine, Orange County,
California, and STEPHEN H. GORDON, a California resident (the "Employee").

          A.   The Holding Company has organized a subsidiary federal savings
bank (the "Bank").

          B.   Per the letter dated September 10, 2001, the Office of Thrift
Supervision ("OTS") has no objection to Holding Company entering into this
Agreement, and therefore, Employee will serve as the Chairman and Chief
Executive Officer of the Holding Company.

          On the basis of the foregoing facts and in consideration of the mutual
covenants and agreements contained herein, the parties agree as follows:

          1.   Term.

               (a)   Subject to the provisions below, the Holding Company agrees
to employ Employee, and Employee agrees to be employed by the Holding Company,
subject to the terms and conditions of this Agreement, for a term of three (3)
years ("the Term") commencing on the date of this Agreement (the "anniversary
date") unless employment is earlier terminated pursuant to the termination
provisions of this Agreement ("the Employment Period").

               (b)   Subject to the notice provisions set forth in this
paragraph, the term of this Agreement may be renewed or extended for one (1)
additional year after review and approval by the Board of Directors on the
anniversary date of this Agreement during each calendar year. The term shall not
be extended if either party gives written notice to the other, on or before the
date which is 90 days prior to the anniversary date that the Agreement shall not
be renewed on the next anniversary date. In the event either party gives the
other written notice as provided in this paragraph, the term of this Agreement
shall thereafter terminate on the next following anniversary date.

          2.   Duties and Authority.

               (a)   During the Employment Period, Employee shall devote all his
productive time, ability and attention to the business and affairs of the
Holding Company and its subsidiaries, notwithstanding that, Employee shall not
directly render service of a business, commercial or professional nature to any
other person or organization other than the Holding Company and its subsidiaries
without the consent of the Board of Directors of the Holding Company (the "Board
of Directors"). However, nothing in this paragraph prohibits Employee from, or
requires the Board of Directors to approve or consent to Employee serving as an
advisor or Board member of a charitable or nonprofit organization or serving as
an advisor or director of

                                       1



any corporation which does not compete with the business of the Holding Company,
so long as such service does not materially interfere with the performance of
employment duties. Employee agrees that during the Employment Period he will use
his best efforts, skill and abilities to promote the Holding Company's interests
and to serve as the Chairman and Chief Executive Officer of the Holding Company.
Employee shall perform such customary, appropriate and reasonable executive
duties as are normally assigned to the Chairman and Chief Executive Officer at
other thrift holding companies, including such duties as are delegated to him
from time to time by the Board of Directors. Employee shall report directly to
the Holding Company's Board of Directors. The Holding Company shall also cause
Employee to be nominated, and management proxies will be voted to elect Employee
as a director of both the Bank and the Holding Company during the entire
Employment Period.

          3.   Holding Company's Authority.

               Employee agrees to observe and comply with the Holding Company's
rules and regulations as adopted by the Board of Directors regarding performance
of his duties and to carry out and to perform orders, directions and policies
stated by the Board of Directors to him periodically, either orally or in
writing.

          4.   Compensation.

               (a)   The Holding Company directly, or through one or more of its
subsidiaries, agrees to pay to Employee during each year of this Agreement an
annual base salary of $450,000, beginning on the effective date of this
Agreement and payable in accordance with the Holding Company's standard payment
policy and subject to such withholding as required by law or policy on the
fifteenth and last day of each month during the term of this Agreement. The base
salary shall be reviewed annually by the Board of Directors, on or before
January 31 of each year for that year, and may be changed by mutual agreement of
the parties.

               (b)   In addition to all other compensation referred to above,
the Holding Company may pay Employee a bonus or bonuses and may grant to
Employee stock options, in either case in such amount as and in such a manner as
the Board of Directors, in its discretion, determines is appropriate. Such
compensation shall be based upon guidelines established by, and reviewed by, the
Board of Directors that takes into consideration all measures of the Holding
Company's performance.

               (c)   The Holding Company or its subsidiaries shall provide a car
allowance of $1,000 per month during the Employment Period.

               (d)   During the Employment Period, Employee shall be eligible to
participate in any retirement, pension or profit-sharing plan, or similar
employee benefit plan or retirement or bonus program of the Holding Company and
its subsidiaries, to the extent that he is eligible under the provisions of the
plan and commensurate with his position in relationship to other participants
and pursuant to the terms of the plans or programs of the Holding Company and
its subsidiaries.

               (e)   Employee shall accrue vacation and sick time ("paid time
off" or "PTO") at the rate of 7.67 hours per semi-monthly pay period (for a
total of 184.00 hours or 23

                                       2



days per year). Notwithstanding any terms of the Holding Company's personnel
policy to the contrary, any unused PTO shall carry forward to the next year.
Once Employee has accrued, or is deemed to have accrued, 276 hours of PTO
(approximately 34.5 days per year) ("the cap"), he shall cease to accrue further
PTO until such time as accrued PTO falls below the cap.

               (f)   The Holding Company agrees to provide medical, dental and
other insurance, including key man life and disability, for Employee on the same
terms as provided for all executive officers of the Holding Company and its
subsidiaries.

          5.   Reimbursement of Expenses.

               The services required by the Holding Company and its subsidiaries
will require Employee to incur business, entertainment and community relations'
expenses and the Holding Company or its subsidiaries hereby agrees to provide
credit cards and charge accounts for Employee's use for such expenses. The
Holding Company or its subsidiaries agrees to reimburse Employee for all
out-of-pocket expenses that are business related, upon submission of appropriate
documentation and approval by the Board of Directors or a committee of it
appointed for such purpose. Such expenses shall include membership fees and dues
to organizations approved by the Board. The Board or a committee thereof shall
review such expenses at least monthly so that reimbursement of appropriate
expenses is not unreasonably delayed. Each expense, to be reimbursed, must be of
a nature qualifying it as a proper deduction on the income tax returns of the
Holding Company as a business expense and not as deductible compensation to
Employee. The records and other documentary evidence submitted by Employee to
the Holding Company or its subsidiaries with each request for reimbursement of
such expenses shall be in the form required by applicable statutes and
regulations issued by appropriate taxing authorities for the substantiation of
such expenditures as deductible business expenses of the Holding Company and not
as deductible compensation to Employee.

          6.   Confidential Information.

               Employee agrees that he shall not, without the prior written
permission of the Holding Company in each case, publish, disclose or make
available to any other person, firm or corporation, either during or after the
termination of this Agreement, any confidential information which Employee may
obtain during the Employment Period, or which Employee may create prior to the
end of the Employment Period relating to the business of the Holding Company and
its subsidiaries, or to the business of any customer or supplier of any of them;
provided, however, Employee may use such information during the Employment
Period for the benefit of the Holding Company and its subsidiaries. Employee
agrees to execute any and all such additional agreements and instruments that
the Holding Company may deem reasonably necessary in order to protect the
confidentiality of such confidential information or otherwise to effectuate the
purpose and intent of this Section 6. Prior to or at the termination of this
Agreement, Employee shall return all documents, files, notes, writings and other
tangible evidence of such confidential information to the Holding Company and
its subsidiaries. This Section 6 shall survive the expiration or termination of
this Agreement. Notwithstanding the above, the OTS and other federal agencies
will be exempt from any prohibition regarding disclosure of confidential
information.

                                       3



          7.   Covenant Not to Solicit Customers or Fellow Employees.

               Employee agrees that for a period of eighteen (18) months
following the termination of employment with the Holding Company, he will not
solicit, directly or indirectly divert or attempt to divert for himself or for
any third party, the business of any customer with whom the Holding Company and
its subsidiaries had done business during the preceding one year period.
Employee recognizes and acknowledges that any customer list and financial
information concerning any of the Holding Company's customers, as it may exist
from time to time, is a valuable, special and unique asset of the Holding
Company's business. Employee further agrees not to solicit, directly or
indirectly divert or attempt to divert for himself or for any third party, the
services of any officer or employee of the Holding Company and its subsidiaries
during such 18-month period. Employee agrees to execute any and all such
additional agreements and instruments that the Holding Company may deem
reasonably necessary in order to effectuate the purpose and intent of this
Section 7. This Section 7 shall survive the expiration or termination of this
Agreement.

          8.   Remedy.

               Employee understands that, because of the unique character of the
services to be rendered by Employee hereunder, the Holding Company would not
have any adequate remedy at law for the breach or threatened breach by Employee
of any one or more of the covenants set forth in this Agreement and therefore
expressly agrees that the Holding Company in addition to any other rights or
remedies which may be available to it, shall be entitled to injunctive and other
equitable relief to prevent or remedy a breach of this Agreement by Employee:

          9.   Termination of Employee Without Cause.

               (a)   Upon the occurrence of an Event of Termination (as herein
defined) during Employee's term of employment under this Agreement, the
provisions of this Section shall apply.

               (b)   As used in this Agreement, an "Event of Termination" shall
mean and include any one or more of the following: (i) the termination by the
Holding Company of Employee's full-time employment hereunder for any reason
other than a termination governed by Section 12 below, or Termination for Cause,
as defined in Section 10(b) below; (ii) Employee's termination with good reason
from the Holding Company's employ in accordance with Section 9 (c) below upon
any (A) failure to elect or reelect or to appoint or reappoint Employee as Chief
Executive Officer, unless consented to by the Employee, (B) a material change in
Employee's function, duties, or responsibilities with the Holding Company or its
subsidiaries, which change would cause Employee's position to become one of
substantially lesser responsibility, importance, or scope from the position and
attributes thereof described in Section 2 above, unless consented to by
Employee, (C) a relocation of Employee's principal place of employment by more
than 30 driving miles from its location at the effective date of this Agreement,
unless consented to by the Employee, (D) a material reduction in the benefits
and perquisites to Employee from those being provided as of the effective date
of this Agreement,

                                       4



unless consented to by Employee, (E) a liquidation or dissolution of the Holding
Company or its subsidiaries, or (F) breach of this Agreement by the Holding
Company.

Notwithstanding the above, the event of a conservatorship or receivership is
specifically excluded from an Event of Termination.

               (c)   Upon the occurrence of any event of a type described in
clauses (ii)(A), (B), (C), (D), (E) or (F), of Section 9(b), Employee shall have
the right to terminate with good reason his employment under this Agreement by
delivering written notice to the Holding Company not less than sixty (60) days
following the occurrence of such event, which termination with good reason shall
be effective only if such event shall not be cured within thirty (30) days after
Holding Company's receipt of such notice. The date of any Event of Termination
shall be referred to herein as the "Date of Termination".

               (d)   Upon the occurrence of an Event of Termination by the
Holding Company, the Holding Company shall pay to Employee an amount equal to
his base salary for the remaining portion of the Term (such payment, the
Severance Payment), as severance pay in lieu of and in substitution for any
other claims for salary and continued benefits hereunder (based on Employee's
base salary and benefits prevailing at the time of termination). At the election
of the Employee, the Severance Payment shall be made to Employee: (a) in a lump
sum on the Date of Termination, or (b) on a semi-monthly basis in approximately
equal installments over a period of thirty-six (36) months following the Date of
Termination, or (c) on an annual basis in approximately equal installments over
a period of thirty-six (36) months following the Date of Termination. Payment of
the Severance Payment shall be in addition to all other sums owed to Employee
under applicable law for all periods prior to the Date of Termination,
including, without limitation, sums owed in respect of accrued PTO accrued
bonus, if any, and reimbursable expenses. Notwithstanding anything in this
Agreement to the contrary no bonus shall be deemed to have been accrued unless
and until any such bonus has been duly authorized by the Holding Company's Board
of Directors or a duly authorized committee thereof. Accrued bonuses shall mean
the bonus amount determined in accordance with Section 4(b).

               (e)   With respect to any stock options issued to the Employee
that were outstanding on the Date of Termination, any options which were not
fully vested and exercisable on the Date of Termination shall automatically
become exercisable upon the Date of Termination, and shall remain exercisable in
full for a period of ninety (90) days following the Communication Date.

               (f)   Upon the occurrence of an Event of Termination, the Holding
Company will cause to be continued for the Employee and his previously covered
dependents life, medical, dental and disability coverage that the Employee
agrees is substantially equivalent to the coverage maintained by the Holding
Company or its subsidiaries for Employee and his dependents prior to the Date of
Termination at no cost to the Employee, except to the extent such coverage may
be changed in its application to all employees of the Holding Company and its
subsidiaries. Such coverage shall cease upon the expiration of the remaining
term of this Agreement.

                                       5



          10.  Termination of Employee for Cause.

               (a)   The Holding Company's board of directors may terminate the
Employee's employment at any time, but any termination by the Holding Company's
board of directors other than termination for cause, shall not prejudice the
Employee's right to compensation or other benefits under the contract. The
Employee shall have no right to receive compensation or other benefits for any
period after termination for cause. Termination for cause shall include
termination because of the Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule, or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order, or material breach of any provision of the contract.

               (b)   If Employee is suspended and/or temporarily prohibited from
participating in the conduct of the Holding Company's affairs by a notice served
under section 8 (e) (3) or (g) (1) of the Federal Deposit Insurance Act (12
U.S.C. 1818 (e) (3) and (g) (1)) the Holding Company's obligations under this
Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the Holding
Company may in its discretion (i) pay Employee all or part of the compensation
withheld while its contract obligations were suspended, and (ii) reinstate (in
whole or in part) any of its obligations which were suspended.

               (c)   If Employee is removed and/or permanently prohibited from
participating in the conduct of the Holding Company's affairs by an order issued
under section 8 (e) (4) or (g) (1) of the Federal Deposit Insurance Act (12
U.S.C. 1818 (e) (4) or (g) (1)), all obligations of the Holding Company under
this Agreement shall terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.

               (d)   If the Holding Company is in default (as defined in section
3 (x) (1) of the Federal Deposit Insurance Act), all obligations under this
Agreement shall terminate as of the date of default but this paragraph (g) shall
not affect any vested rights of the contracting parties.

               (e)   All obligations under this Agreement shall be terminated,
except to the extent determined that continuation of the contract is necessary
of the continued operation of the Holding Company:

                     (i)   By the director of the OTS (the "Director") or his or
her designee, at the time the Federal Deposit Insurance Corporation or
Resolution Trust Corporation enters into an agreement to provide assistance to
or on behalf of the Holding Company under the authority contained in 13 (C) of
the Federal Deposit Insurance Act; or

                     (ii)  By the Director or his or her designee, at the time
the Director or his or her designee approves a supervisory merger to resolve
problems related to operation of the Holding Company or when the Holding Company
is determined by the Director to be in an unsafe or unsound condition.

                     Any rights of the parties that have already vested,
however, shall not be affected by such action.

                                       6



          11.  Termination Upon Employee's Death; Effect of Termination on Other
Plans.

               Notwithstanding anything herein contained, if Employee shall die,
this Agreement shall terminate one (1) year from the date of Employee's death,
whereupon Employee's estate shall be entitled to receive his salary, accrued
PTO, and any bonus earned up through the date of termination. Such termination
shall not affect any rights which Employee may have at the time of his death
pursuant to any of the Holding Company or its subsidiaries plans or arrangements
for insurance, PTO or stock options, or for any other death benefit, bonus, or
retirement benefit, which accrued rights thereafter shall be enjoyed by
Employee's estate and continue to be governed by the provision of such plans and
arrangements to the extent they are not inconsistent with the terms of this
Agreement.

          12.  Change in Control.

               (a)   For purposes of this Agreement, a "Change in Control" of
the Holding Company or its subsidiaries shall mean an event of a nature that:
(i) would be required to be reported in response to Item 1(a) of the current
report on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act");
or (ii) results in a Change in Control of the Holding Company or its
subsidiaries within the meaning of the Home Owners' Loan Act of 1933, as
amended, the Federal Deposit Insurance Act and the Rules and Regulations
promulgated by the OTS (or its predecessor agency), as in effect on the date
hereof (provided, that in applying the definition of change in control as set
forth under the rules and regulations of the OTS, the Board of Directors shall
substitute its judgment for that of the OTS); or (iii) without limitation such a
Change in Control shall be deemed to have occurred at such time as (A) any
"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of voting securities of the Holding
Company or its subsidiaries representing 20% or more of the Holding Company or
its subsidiaries outstanding voting securities or right to acquire such
securities except for any voting securities of the Bank purchased by the Holding
Company and any voting securities purchased by any employee benefit plan of the
Bank or the Holding Company, or (B) individuals who constitute the Board of
Directors on the date hereof (the "Incumbent Board") cease for any reason to
constitute at least a majority thereof, provided that any person becoming a
director subsequent to the date hereof whose election was approved by a vote of
at least three-quarters of the directors comprising the Incumbent Board, or
whose nomination for election by the Holding Company's stockholders was approved
by a Nominating Committee solely comprised of members who are Incumbent Board
members, shall be, for purposes of this clause (B), considered as though he were
a member of the Incumbent Board, (C) a plan of reorganization, merger,
consolidation, sale of all or substantially all the assets of the Holding
Company or its subsidiaries or similar transaction occurs or is effectuated in
which the Holding Company or its subsidiaries is not the resulting entity;
provided, however, that such an event listed above will be deemed to have
occurred or to have been effectuated upon the receipt of all required federal
regulatory approvals not including the lapse of any statutory waiting periods,
or (D) a proxy statement shall be distributed soliciting proxies from
stockholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder

                                       7



approval of a plan of reorganization, merger or consolidation of the Holding
Company or its subsidiaries with one or more corporations as a result of which
the outstanding shares of the class of securities then subject to such plan or
transaction are exchanged for or converted into cash or property or securities
not issued by the Holding Company or its subsidiaries shall be distributed; or
(E) a tender offer is made and accepted for 20% or more of the voting securities
of the Holding Company or its subsidiaries then outstanding.

The change in composition of the Board of Directors occasioned by a
conservatorship or receivership, or by directive of the OTS (or its successor),
should not be construed as a Change in Control for the purposes of triggering
the obligations to render compensation under this Agreement.

               (b)   If a Change in Control has occurred pursuant to Section
12(a) above or the Board Directors has determined that a Change in Control has
occurred, Employee shall be entitled to the benefits provided in paragraphs (c),
and (d) of this Section 12 upon his subsequent termination of employment at any
time during the term of this Agreement due to: (1) Employee's dismissal or (2)
Employee's voluntary resignation unless such termination is because of his death
or Termination for Cause.

               (c)   Upon Employee's entitlement to benefits pursuant to Section
12(b), the Holding Company shall pay Employee, or in the event of his subsequent
death, his beneficiary or beneficiaries, or his estate, as the case may be, as
severance pay or liquidated damages, or both a sum equal to the greater of: (1)
the payments due for the remaining term of the Agreement; or (2) three (3) times
Employee's highest annual compensation for the last five (5) years (such
payment, the Severance Payment). Such annual compensation shall include Base
Salary, commissions, bonuses, contributions or accruals on behalf of Employee to
any pension and profit sharing plans, any benefits to be paid or received under
any stock-based benefit plan, severance payments, directors or committee fees
and value of fringe benefits paid or to be paid to the Employee during such
years. At the election of the Employee, the Severance Payment shall be made to
Employee: (a) in a lump sum on the Date of Termination, or, (b) on a
semi-monthly basis in approximately equal installments over a period of
thirty-six (36) months following the, Date of Termination or (c) on an annual
basis in approximately equal installments over a period of thirty-six (36)
months following the Date of Termination. Payment of the Severance Payment shall
be in addition to all other sums owed to Employee under applicable law for all
periods prior to the Date of Termination, including, without limitation, sums
owed in respect of accrued PTO, accrued bonus, if any, and reimbursable
expenses. Notwithstanding anything in this Agreement to the contrary no bonus
shall be deemed to have been accrued unless and until any such bonus has been
duly authorized by the Holding Company's Board of Directors or a duly authorized
committee thereof. Such payments shall not be reduced in the event Employee
obtains other employment following termination of employment.

               (d)   Upon the Employee's entitlement to benefits pursuant to
Section 12(b), the Holding Company will cause to be continued for the Employee
and his previously covered dependents life, medical, dental and disability
coverage that the Employee agrees is substantially equivalent to the coverage
maintained by the Holding Company for Employee and his dependents prior to his
termination at no cost to the Employee. Such coverage and payments shall cease
upon the expiration of thirty-six (36) months following the Date of Termination.

                                       8



          13.  Parachute Payment Provision.

     In each calendar year that the Employee is entitled to receive payments or
benefits under the provisions of the Employment Agreement, the Holding Company
shall determine if an excess parachute payment (as defined in Section 4999 of
the Internal Revenue Code of 1986, as amended, and any successor provision
thereto, (the "Code")) exists. Such determination shall be made after taking any
reductions permitted pursuant to Section 280G of the Code and the regulations
thereunder. Any amount determined to be an excess parachute payment after taking
into account such reductions shall be hereafter referred to as the "Initial
Excess Parachute Payment". As soon as practicable after a Change in Control, the
Initial Excess Parachute Payment shall be determined. Upon the Date of
Termination following a Change in Control, the Holding Company shall pay the
Employee, subject to applicable withholding requirements under applicable state
or federal law, an amount equal to:

               (a)   twenty (20) percent of the Initial Excess Parachute Payment
(or such other amount equal to the tax imposed under Section 4999 of the Code);
and

               (b)   such additional amount (tax allowance) as may be necessary
to compensate the Employee for the payment by the Employee of state and local
and federal income and excise taxes on the payment provided under Clause (a) and
on any payments under this Clause (b). In computing such tax allowance, the
payment to be made under Clause (a) shall be multiplied by the "gross up
percentage"("GUP"). The GUP shall be determined as follows:

               GUP =        Tax Rate
                       ---------------------------
                             1-Tax Rate

     The "Tax Rate" for purposes of computing the GUP shall be the sum of the
highest marginal federal and state and local income and employment-related tax
rates, including any applicable excise tax rates, applicable to the Employee in
the year in which the payment under Clause (a) is made.

               (c)   Notwithstanding the foregoing, if it shall subsequently be
determined in a final judicial determination or a final administrative
settlement to which the Employee is a party that the excess parachute payment as
defined in Section 4999 of the Code, reduced as described above, is more than
the Initial Excess Parachute Payment (such different amount being hereafter
referred to as the "Determinative Excess Parachute Payment") then the Holding
Company's independent accountants shall determine the amount (the "Adjustment
Amount") the Holding Company must pay to the Employee in order to put the
Employee in the same position as the Employee would have been if the Initial
Excess Parachute Payment had been equal to the Determinative Excess Parachute
Payment. In determining the Adjustment Amount, independent accountants of the
Holding Company shall take into account any and all taxes (including any
penalties and interest) paid by or for the Employee or refunded to the Employee
or for the Employee's benefit. As soon as practicable after the Adjustment
Amount has been so determined,

                                       9



the Holding Company shall pay the Adjustment Amount to the Employee. In no event
however, shall the Employee make any payment under this paragraph to the Holding
Company.

               (d)   Resolution Procedure. For purposes of the foregoing, in the
event there is any disagreement between Employee and the Holding Company as to
whether one or more payments to which Employee becomes entitled under this
Agreement constitute parachute payments under Code Section 280G or as to the
determination of the Initial Excess Parachute Payment or the Determinative
Excess Parachute Payment, such dispute will be resolved as follows:

                     (i)   In the event temporary, proposed or final Treasury
      Regulations in effect at the time under Code Section 280G (or applicable
      judicial decisions) specifically address the status of any such payment or
      the method of valuation therefor, the characterization afforded to such
      payment by the Regulations (or such decisions) will, together with the
      applicable valuation methodology, be controlling.

                     (ii)  In the event Treasury Regulations (or applicable
      judicial decisions) do not address the status of any payment in dispute,
      the matter will be submitted for resolution to a nationally-recognized
      independent accounting firm mutually acceptable to Employee and the
      Holding Company ("Independent Accountant"). The resolution reached by the
      Independent Accountant will be final and controlling; provided, however,
      that if in the judgment of the Independent Accountant the status of the
      payment in dispute can be resolved through the obtainment of a private
      letter ruling from the Internal Revenue Service, a formal and proper
      request for such ruling will be prepared and submitted, and proper request
      for such ruling will be prepared and submitted, and the determination made
      by the Internal Revenue Service in the issued ruling will be controlling.
      All expenses incurred in connection with the retention of the Independent
      Accountant and (if applicable) the preparation and submission of the
      ruling request shall be borne by the Holding Company.

               (e)   Notwithstanding the foregoing, any payments made to
Employee pursuant to this Agreement, or otherwise, are subject to and
conditioned upon compliance with 12 U.S.C.ss.1828(k) and any regulations
promulgated thereunder.

          14.  Modification.


               This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof, supersedes all existing agreements
between them concerning such subject matter, and may be modified only by written
instrument duly executed by each party.

          15.  Notices.

               Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested or delivered against receipt to the party at the
address set forth following the signature line of this Agreement or to such
other address as the party shall have furnished in writing. Notice to the

                                       10



estate of Employee shall be sufficient if addressed to Employee as provided in
this Section 15. Any notice or other communication given by certified mail shall
be deemed given at the time of certification thereof, except for a notice
changing a party's address which shall be deemed given at the time of receipt
thereof.

          16.  Dispute Resolution Procedures

               Except with respect to any claim for equitable relief (the
pursuit of which shall not be subject to the provisions of this Section 16), any
controversy or claim arising out of or this Agreement or the Employee's
employment with the Holding Company or the termination thereof, including, but
not limited to, any claim of discrimination under state or federal law, shall be
settled by binding arbitration in accordance with the Rules of the American
Arbitration Association; and judgment upon the award rendered in such
arbitration shall be final and may be entered in any court having jurisdiction
thereof. Notice of the demand for arbitration shall be filed in writing with the
other party to this Agreement and with the American Arbitration Association. In
no event shall the demand for arbitration be made after the date when the
institution of legal or equitable proceedings based on such claim, dispute or
other matter in question would be barred by the applicable statute of
limitations. This agreement to arbitrate shall be specifically enforceable under
the prevailing arbitration law. Any party desiring to initiate arbitration
procedures hereunder shall serve written notice on the other party. The parties
agree that an arbitrator shall be selected pursuant to these provisions within
thirty (30) days of the service of the notice of arbitration. In the event of
any arbitration pursuant to these provisions, the parties shall retain the
rights of all discovery provided pursuant to the California Code of Civil
Procedure and the Rules thereunder. Any arbitration initiated pursuant to these
provisions shall be on an expedited basis and the dispute shall be heard within
one hundred twenty (120) days following the serving of the notice of arbitration
and a written decision shall be rendered within sixty (60) days thereafter. All
rights, causes of action, remedies and defenses available under California law
and equity are available to the parties hereto and shall be applicable as though
in a court of law. The parties shall share equally all costs of any such
arbitration.

          17.  Miscellaneous.

               (a)   This Agreement is drawn to be effective in the State of
California and shall be construed in accordance with California laws, except to
the extent superseded by federal law. The parties specifically acknowledge that
while the restrictions contained in Section 131 of the Federal Deposit Insurance
Corporation Improvement Act of 1991, relating to the payment of bonuses and
increases for senior executive officers of institutions which are deemed
"undercapitalized", do not currently apply to the Bank, such provisions may
affect the terms of this Agreement if during its term the Bank should be deemed
undercapitalized by either the OTS or the FDIC. No amendment or variation of the
terms of this Agreement shall be valid unless made in writing and signed by
Employee and a duly authorized representative of the Bank.

               (b)   Any waiver by either party of a breach of any provision of
this Agreement shall not operate as to be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be

                                       11



considered a waiver or deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement. Any waiver
must be in writing.

               (c)   Employee's rights and obligations under this Agreement
shall not be transferable by assignment or otherwise, such rights shall not be
subject to commutation, encumbrance or the claims of Employee's creditors, and
any attempt to do any of the foregoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of the Holding Company
and its successors and those who are its assigns under Section 12.

               (d)   This Agreement does not create, and shall not be construed
as creating, any rights enforceable by a person not a party to this Agreement
(except as provided in subsection (c) above).

               (e)   The headings in this Agreement are solely for the
convenience of reference and shall be given no effect on the construction or
interpretation of this Agreement.

               (f)   This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall be governed by
and construed in accordance with the laws of the State of California, without
giving effect to conflict of laws, except where federal law governs.

                                       12



          18.  Resignation as Director Upon Termination.

               Upon termination of this Agreement, Employee, if he is then
serving as a director of the Holding Company, agrees to immediately resign his
position as a director as well as all other positions he may hold until the
Holding Company or any related or affiliated entity by giving written notice of
his resignation to the Vice Chairman of the Board of Directors of the Holding
Company.

               IN WITNESS WHEREOF, the Holding Company and Employee have
executed this Agreement to be effective as of the day and year written above.

        HOLDING COMPANY:          Commercial Capital Bancorp

                                  By:    /s/  David S. DePillo
                                         -------------------------------
                                         David S. DePillo
                                  Vice Chairman, President and Chief Operating
                                  Officer

                                  Address:
                                          ------------------------------

                                          ------------------------------




        EMPLOYEE:                 /s/  Stephen H. Gordon
                                  --------------------------------------
                                  Stephen H. Gordon

                                  Address:
                                          ------------------------------

                                          ------------------------------


                                       13


                                                              Exhibit 10.3 cont.


                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

         This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated as of August __,
2002 (the "Amendment"), by and between Commercial Capital Bancorp, Inc., a
corporation organized under the laws of the State of Nevada with its
headquarters office located in the City of Irvine, Orange County, California
(the "Holding Company"), and STEPHEN H. GORDON, a California resident (the
"Employee" and together with the Holding Company, the "Parties").

         WHEREAS, the Parties entered into an Employment Agreement, dated as of
September 13, 2001 ( the "Agreement");

         WHEREAS, the Parties hereto wish to modify and amend the Agreement as
set forth herein;

         NOW, THEREFORE, in consideration of the premises, covenants and
agreements hereinafter set forth, the Parties hereto agree as follows:

         1.    Amendment to Section 9(d) of the Agreement.


         Section 9(d) of the Agreement is hereby amended and restated in its
entirety to read as follows:

         Upon the occurrence of an Event of Termination by the Holding Company,
the Holding Company shall pay Employee, or in the event of his subsequent death,
his beneficiary or beneficiaries, or his estate, as the case may be, as
severance pay or liquidated damages, or both a sum equal to the greater of: (1)
the payments due for the remaining term of the Agreement; or (2) three (3) times
Employee's highest annual compensation for the last five (5) years (such
payment, the Severance Payment). Such annual compensation shall include base
salary, commissions, bonuses, contributions or accruals on behalf of Employee to
any pension and profit sharing plans, including any non-qualified, deferred
compensation or salary continuation plans, any benefits to be paid or received
under any stock-based benefit plan, severance payments, directors or committee
fees and value of fringe benefits paid or to be paid to the Employee during such
years. At the election of the Employee, the Severance Payment shall be made to
Employee: (a) in a lump sum on the Date of Termination, or (b) on a semi-monthly
basis in approximately equal installments over a period of thirty-six (36)
months following the Date of Termination or (c) on an annual basis in
approximately equal installments over a period of thirty-six (36) months
following the Date of Termination. Payment of the Severance Payment shall be in
addition to all other sums owed to Employee under applicable law for all periods
prior to the Date of Termination, including, without limitation, sums owed in
respect of accrued PTO, accrued bonus, if any, and reimbursable expenses.
Notwithstanding anything in this Agreement to the contrary no bonus shall be
deemed to have been accrued unless and until any such bonus has been duly
authorized by the Holding Company's Board of Directors or a duly authorized
committee thereof. Such payments shall not be reduced in the event Employee
obtains other employment following termination of employment.

         2.    Miscellaneous.


         (a)   The Agreement is incorporated herein by reference.



         (b)   Except as otherwise set forth herein, the Agreement, as amended
hereby, shall remain in full force and effect and the Parties shall have all the
rights and remedies provided thereunder with the same force and effect as if the
Agreement was restated herein in its entirety.

         (c)   The provisions hereof shall be binding upon and inure to the
benefit of the Parties and their respective executors, heirs, personal
representatives, successors and assigns.

         (d)   This Amendment may be executed and delivered in several
counterparts with the intention that all such counterparts, when taken together,
constitute one and the same instrument.

                                      * * *

                                       2



         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.

            HOLDING COMPANY:  Commercial Capital Bancorp, Inc.

                              By: /s/ David S. DePillo
                                  David S. DePillo
                                  Vice Chairman, President and Chief Operating
                                  Officer

            EMPLOYEE:

                              /s/ Stephen H. Gordon
                              Stephen H. Gordon
                              Address:__________________________________
                                      __________________________________

                                       3

EX-10.4

                                                                    Exhibit 10.4



                              EMPLOYMENT AGREEMENT

               THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
September 13, 2001, by and between Commercial Capital Bank, a federal savings
bank, with its headquarters office located in the City of Irvine, Orange County,
California (the "Bank"), and STEPHEN H. GORDON, a California resident (the
"Employee").

          A.   Per the letter dated September 10, 2001, the Office of Thrift
Supervision ("OTS") has no objection to Bank entering into this Agreement, and
therefore, Employee will serve as the Chairman and Chief Executive Officer of
the Bank.

          B.   The parties intend by this Agreement to comply with the
requirements of Section 563.39 of the Regulations of the OTS, 12 C.F.R. Section
563.39.

          On the basis of the foregoing facts and in consideration of the mutual
covenants and agreements contained herein, the parties agree as follows:

          1.   Term.

               (a)  Subject to the provisions below, the Bank agrees to employ
Employee, and Employee agrees to be employed by the Bank, subject to the terms
and conditions of this Agreement, for a term of three (3) years ("the Term")
commencing on the date of this Agreement (the "anniversary date") unless
employment is earlier terminated pursuant to the termination provisions of this
Agreement ("the Employment Period").

               (b)  Subject to the notice provisions set forth in this
paragraph, the term of this Agreement may be renewed or extended for one (1)
additional year after review and approval by the Board of Directors on the
anniversary date of this Agreement during each calendar year. The term shall not
be extended if either party gives written notice to the other, on or before the
date which is 90 days prior to the anniversary date, that the Agreement shall
not be renewed on the next anniversary date. In the event either party gives the
other written notice as provided in this paragraph, the term of this Agreement
shall thereafter terminate on the next following anniversary date.

          2.   Duties and Authority.

               (a)  During the Employment Period, Employee shall devote all
necessary time, ability and attention to the business and affairs of the Bank
(see Exhibit A), notwithstanding that, Employee shall not directly render
service of a business, commercial or professional nature to any other person or
organization other than Commercial Capital Bancorp, the holding company for the
Bank ("Holding Company"), and Financial Institutional Partners Mortgage
Corporation, a subsidiary of the Holding Company, without the consent of the
Board of Directors of the Bank (the "Board of Directors"). However, nothing in
this paragraph prohibits Employee from, or requires the Board of Directors to
approve or consent to Employee serving as an advisor or Board member of a
charitable or nonprofit organization or serving as an

                                        1



advisor or director of any corporation which does not compete with the business
of the Bank, so long as such service does not materially interfere with the
performance of Employment duties. Employee agrees that during the Employment
Period he will use his best efforts, skill and abilities to promote the Bank's
interests and to serve as the Chairman and Chief Executive Officer of the Bank.
Employee shall perform such customary, appropriate and reasonable executive
duties as are normally assigned to the Chairman and Chief Executive Officer at
other federal savings banks, including such duties as are delegated to him from
time to time by the Board of Directors. Employee shall report directly to the
Bank's Board of Directors. The Bank shall also cause Employee to be nominated,
and management proxies will be voted to elect Employee as a director of both the
Bank and the Holding Company during the entire Employment Period.

          3.   Bank's Authority.

               Employee agrees to observe and comply with the Bank's rules and
regulations as adopted by the Board of Directors regarding performance of his
duties and to carry out and to perform orders, directions and policies stated by
the Board of Directors to him periodically, either orally or in writing.

          4.   Compensation.

               (a)  The Bank directly, or through one or more of its affiliates,
agrees to pay to Employee during each year of this Agreement an annual base
salary of $450,000, beginning on the effective date of this Agreement and
payable in accordance with the Bank's standard payment policy and subject to
such withholding as required by law or policy on the fifteenth and last day of
each month during the term of this Agreement. The base salary shall be reviewed
annually by the Board of Directors, on or before January 31 of each year for
that year, and may be changed by mutual agreement of the parties. Employee
acknowledges and agrees that all base compensation paid by the Bank to Employee
under this Agreement shall be applied toward, and credited against, any base
compensation payable to Employee by the Holding Company under any employment
agreement between Employee and the Holding Company.

               (b)  In addition to all other compensation referred to above, the
Bank may pay Employee a bonus or bonuses and may grant to Employee stock
options, in either case in such amount as and in such a manner as the Board of
Directors, in its discretion, determines is appropriate. Such compensation shall
be based upon guidelines established by, and reviewed by, the Board of Directors
that takes into consideration all measures of the Bank's performance.

               (c)  The Bank directly, or through one or more of its affiliates,
shall provide a car allowance of $1,000 per month during the Employment Period.

               (d)  During the Employment Period, Employee shall be eligible to
participate in any retirement, pension or profit-sharing plan, including any
non-qualified, deferred compensation or salary continuation plan, or similar
employee benefit plan or retirement or bonus program of the Bank, to the extent
that he is eligible under the provisions of the plan and commensurate with his
position in relationship to other participants and pursuant to the terms of the
Bank's plans or programs.

                                        2




               (e)  Employee shall accrue vacation and sick time ("paid time
off" or "PTO") at the rate of 7.67 hours per semi-monthly pay period (for a
total of 184.00 hours or 23 days per year). Notwithstanding any terms of the
Bank's personnel policy to the contrary, any unused PTO shall carry forward to
the next year. Once Employee has accrued, or is deemed to have accrued, 276
hours of PTO (approximately 34.5 days per year) ("the cap"), he shall cease to
accrue further PTO until such time as accrued PTO falls below the cap.

               (f)  The Bank agrees to provide medical, dental and other
insurance, including key man life and disability, for Employee on the same terms
as provided for all executive officers of the Bank.

          5.   Reimbursement of Expenses.

               The services required by the Bank will require Employee to incur
business, entertainment and community relations' expenses and the Bank hereby
agrees to provide credit cards and charge accounts for Employee's use for such
expenses. The Bank agrees to reimburse Employee for all out-of-pocket expenses
that are business related, upon submission of appropriate documentation and
approval by the Board of Directors or a committee thereof. Such expenses shall
include membership fees and dues to organizations approved by the Board. Each
expense, to be reimbursed, must be of a nature qualifying it as a proper
deduction on the income tax returns of the Bank as a business expense and not as
deductible compensation to Employee. The records and other documentary evidence
submitted by Employee to the Bank with each request for reimbursement of such
expenses shall be in the form required by applicable statutes and regulations
issued by appropriate taxing authorities for the substantiation of such
expenditures as deductible business expenses of the Bank and not as deductible
compensation to Employee.

          6.   Confidential Information.

               Employee agrees that he shall not, without the prior written
permission of the Bank in each case, publish, disclose or make available to any
other person, firm or corporation, either during or after the termination of
this Agreement, any confidential information which Employee may obtain during
the Employment Period, or which Employee may create prior to the end of the
Employment Period relating to the business of the Bank, or to the business of
any customer or supplier of any of them; provided, however, Employee may use
such information during the Employment Period for the benefit of the Bank.
Employee agrees to execute any and all such additional agreements and
instruments that the Bank may deem reasonably necessary in order to protect the
confidentiality of such confidential information or otherwise to effectuate the
purpose and intent of this Section 6. Prior to or at the termination of this
Agreement, Employee shall return all documents, files, notes, writings and other
tangible evidence of such confidential information to the Bank. Notwithstanding
the above, the OTS and other federal agencies will be exempt from any
prohibition regarding disclosure of confidential information. This Section 6
shall survive the expiration or termination of this Agreement.

                                        3




          7.   Covenant Not to Solicit Customers or Fellow Employees.

               Employee agrees that for a period of eighteen (18) months
following the termination of employment with the Bank, he will not solicit,
directly or indirectly divert or attempt to divert for himself or for any third
party, the banking business of any customer with whom the Bank had done business
during the preceding one year period. Employee recognizes and acknowledges that
any customer list and financial information concerning any of the Bank's
customers, as it may exist from time to time, is a valuable, special and unique
asset of the Bank's business. Employee further agrees not to solicit, directly
or indirectly divert or attempt to divert for himself or for any third party,
the services of any officer or employee of the Bank during such 18-month period.
Employee agrees to execute any and all such additional agreements and
instruments that the Bank may deem reasonably necessary in order to effectuate
the purpose and intent of this Section 7. This Section 7 shall survive the
expiration or termination of this Agreement.

          8.   Remedy.

               Employee understands that, because of the unique character of the
services to be rendered by Employee hereunder, the Bank would not have any
adequate remedy at law for the breach or threatened breach by Employee of any
one or more of the covenants set forth in this Agreement and therefore expressly
agrees that the Bank in addition to any other rights or remedies which may be
available to it, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this Agreement by Employee.

          9.   Termination of Employee Without Cause.

               (a)  Upon the occurrence of an Event of Termination (as herein
defined) during Employee's term of employment under this Agreement, the
provisions of this Section shall apply.

               (b)  As used in this Agreement, an "Event of Termination" shall
mean and include any one or more of the following: (i) the termination by the
Bank or the Holding Company of Employee's full-time employment hereunder for any
reason other than a termination governed by Section 12 below, or termination for
Cause, as defined in Section 10(b) below; or (ii) Employee's termination with
good reason from the Bank's employ in accordance with Section 9 (c) below upon
any (A) failure to elect or reelect or to appoint or reappoint Employee as Chief
Executive Officer, unless consented to by Employee, (B) a material change in
Employee's function, duties, or responsibilities with the Bank, which change
would cause Employee's position to become one of substantially lesser
responsibility, importance, or scope from the position and attributes thereof
described in Section 2 above, unless consented to by Employee, (C) a relocation
of Employee's principal place of employment by more than 30 driving miles from
its location at the effective date of this Agreement, unless consented to by the
Employee, (D) a material reduction in the benefits and perquisites to Employee
from those being provided as of the effective date of this Agreement, unless
consented to by Employee, (E) a liquidation or dissolution of the Bank or
Holding Company, or (F) breach of this Agreement by the Bank.

                                        4



Notwithstanding the above, the event of a conservatorship or receivership is
specifically excluded from an Event of Termination.

               (c)  Upon the occurrence of any event of a type described in
clauses (ii)(A), (B), (C), (D), (E) or (F), of Section 9(b), Employee shall have
the right to terminate with good reason his employment under this Agreement by
delivering written notice to the Bank not less than sixty (60) days following
the occurrence of such event, which termination with good reason shall be
effective only if such event shall not be cured within thirty (30) days after
the Bank's receipt of such notice. The date of any Event of Termination shall be
referred to herein as the "Date of Termination".

               (d)  Upon the occurrence of an Event of Termination by the Bank,
the Bank shall pay to Employee an amount equal to his base salary for the
remaining portion of the Term (such payment, the Severance Payment), as
severance pay in lieu of and in substitution for any other claims for salary and
continued benefits hereunder (based on Employee's base salary and benefits
prevailing at the time of termination). At the election of the Employee, the
Severance Payment shall be made to Employee: (a) in a lump sum on the Date of
Termination, or (b) on a semi-monthly basis in approximately equal installments
over a period of thirty-six (36) months following the Date of Termination, or
(c) on an annual basis in approximately equal installments over a period of
thirty-six (36) months following the Date of Termination. Payment of the
Severance Payment shall be in addition to all other sums owed to Employee under
applicable law for all periods prior to the Date of Termination, including,
without limitation, sums owed in respect of accrued PTO, accrued bonus, if any,
and reimbursable expenses. Notwithstanding anything in this Agreement to the
contrary no bonus shall be deemed to have been accrued unless and until any such
bonus has been duly authorized by the Bank's Board of Directors or a duly
authorized committee thereof.

               (e)  With respect to any stock options issued to the Employee
that were outstanding on the Date of Termination, any options which were not
fully vested and exercisable on the Date of Termination shall automatically
become exercisable upon the Date of Termination, and shall remain exercisable in
full for a period of ninety (90) days following the Communication Date.

               (f)  Upon the occurrence of an Event of Termination, the Bank
will cause to be continued for the Employee and his previously covered
dependents life, medical, dental and disability coverage that the Employee
agrees is substantially equivalent to the coverage maintained by the Bank or the
Holding Company for Employee and his dependents prior to the Date of Termination
at no cost to the Employee, except to the extent such coverage may be changed in
its application to all Bank or Holding Company employees. Such coverage shall
cease upon the expiration of the remaining term of this Agreement.

          10.  Termination of Employee for Cause.

               (a)  The Bank's board of directors may terminate the Employee's
employment at any time, but any termination by the Bank's board of directors
other than termination for cause, shall not prejudice the Employee's right to
compensation or other benefits

                                        5



under the contract. The Employee shall have no right to receive compensation or
other benefits for any period after termination for cause. Termination for cause
shall include termination because of the Employee's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule, or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or material breach of any provision of the
contract.

               (b)  If Employee is suspended and/or temporarily prohibited from
participating in the conduct of the Bank's affairs by a notice served under
section 8 (e) (3) or (g) (1) of the Federal Deposit Insurance Act (12 U.S.C.
1818 (e) (3) and (g) (1)) the Bank's obligations under this Agreement shall be
suspended as of the date of service unless stayed by appropriate proceedings. If
the charges in the notice are dismissed, the Bank may in its discretion (i) pay
Employee all or part of the compensation withheld while its contract obligations
were suspended, and (ii) reinstate (in whole or in part) any of its obligations
which were suspended.

               (c)  If Employee is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
section 8 (e) (4) or (g) (1) of the Federal Deposit Insurance Act (12 U.S.C.
1818 (e) (4) or (g) (1)), all obligations of the Bank under this Agreement shall
terminate as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.

               (d)  If the Bank is in default (as defined in section 3 (x) (1)
of the Federal Deposit Insurance Act), all obligations under this Agreement
shall terminate as of the date of default but this paragraph (g) shall not
affect any vested rights of the contracting parties.

               (e)  All obligations under this Agreement shall be terminated,
except to the extent determined that continuation of the contract is necessary
of the continued operation of the Bank:

                    (i)  By the director of the OTS (the "Director") or his or
her designee, at the time the Federal Deposit Insurance Corporation or
Resolution Trust Corporation enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in 13 (C) of the Federal
Deposit Insurance Act; or

                    (ii) By the Director or his or her designee, at the time the
Director or his or her designee approves a supervisory merger to resolve
problems related to operation of the Bank or when the Bank is determined by the
Director to be in an unsafe or unsound condition.

                    Any rights of the parties that have already vested, however,
shall not be affected by such action.

          11.  Termination Upon Employee's Death; Effect of Termination on Other
Plans.

     Notwithstanding anything herein contained, if Employee shall die, this
Agreement shall terminate one (1) year from the date of Employee's death,
whereupon Employee's estate shall be entitled to receive his salary, accrued
PTO, and any bonus earned up through the date of termination. Such termination
shall not affect any rights which Employee may have at the time

                                        6



of his death pursuant to any of the Bank's plans or arrangements for insurance,
PTO or stock options, or for any other death benefit, bonus, or retirement
benefit, which accrued rights thereafter shall be enjoyed by Employee's estate
and continue to be governed by the provision of such plans and arrangements to
the extent they are not inconsistent with the terms of this Agreement. The Bank
will cause to be continued for the Employee's previously covered dependants
life, medical and dental coverage that is substantially equivalent to the
coverage maintained by the Bank or the Holding Company for Employee's dependants
prior to the Employee's death at no cost to the Employee. Such Coverage shall
cease upon the expiration of the remaining term of this Agreement.

          12.  Change in Control.

               (a)  For purposes of this Agreement, a "Change in Control" of the
Bank or Holding Company shall mean an event of a nature that: (i) would be
required to be reported in response to Item I(a) of the current report on Form
8-K, as in effect on the date hereof, pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (ii)
results in a Change in Control of the Bank or the Holding Company within the
meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit
Insurance Act and the Rules and Regulations promulgated by the OTS (or its
predecessor agency), as in effect on the date hereof (provided, that in applying
the definition of change in control as set forth under the rules and regulations
of the OTS, the Board of Directors shall substitute its judgment for that of the
OTS); or (iii) without limitation such a Change in Control shall be deemed to
have occurred at such time as (A) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting
securities of the Bank or the Holding Company representing 20% or more of the
Bank's or the Holding Company's outstanding voting securities or right to
acquire such securities except for any voting securities of the Bank purchased
by the Holding Company and any voting securities purchased by any employee
benefit plan of the Bank or the Holding Company, or (B) individuals who
constitute the Board of Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Holding Company's
stockholders was approved by a Nominating Committee solely comprised of members
who are Incumbent Board members, shall be, for purposes of this clause (B),
considered as though he were a member of the Incumbent Board, (C) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Holding Company or similar transaction occurs or is
effectuated in which the Bank or Holding Company is not the resulting entity;
provided, however, that such an event listed above will be deemed to have
occurred or to have been effectuated upon the receipt of all required federal
regulatory approvals not including the lapse of any statutory waiting periods,
or (D) a proxy statement shall be distributed soliciting proxies from
stockholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Holding Company or Bank with one
or more corporations as a result of which the outstanding shares of the class of
securities then subject to such plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Bank or the
Holding Company shall be

                                        7



distributed; or (E) a tender offer is made and accepted for 20% or more of the
voting securities of the Bank or Holding Company then outstanding.

The change in composition of the Board of Directors occasioned by a
conservatorship or receivership, or by directive of the OTS (or its successor),
should not be construed as a Change in Control for the purposes of triggering
the obligations to render compensation under this Agreement.

               (b)  If a Change in Control has occurred pursuant to Section
12(a) above or the Board of Directors has determined that a Change in Control
has occurred, Employee shall be entitled to the benefits provided in paragraphs
(c), and (d) of this Section 12 upon his subsequent termination of employment at
any time during the term of this Agreement due to: (1) Employee's dismissal or
(2) Employee's voluntary resignation unless such termination is because of his
death or Termination for Cause.

               (c)  Upon Employee's entitlement to benefits pursuant to Section
12(b), the Bank shall pay Employee, or in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the case may be, as severance
pay or liquidated damages, or both a sum equal to the greater of: (1) the
payments due for the remaining term of the Agreement; or (2) three (3) times
Employee's highest annual compensation for the last five (5) years (such
payment, the Severance Payment). Such annual compensation shall include base
salary, commissions, bonuses, contributions or accruals on behalf of Employee to
any pension and profit sharing plans, including any non-qualified, deferred
compensation or salary continuation plans, any benefits to be paid or received
under any stock-based benefit plan, severance payments, directors or committee
fees and value of fringe benefits paid or to be paid to the Employee during such
years. At the election of the Employee, the Severance Payment shall be made to
Employee: (a) in a lump sum on the Date of Termination, or (b) on a semi-monthly
basis in approximately equal installments over a period of thirty-six (36)
months following the Date of Termination or (c) on an annual basis in
approximately equal installments over a period of thirty-six (36) months
following the Date of Termination. Payment of the Severance Payment shall be in
addition to all other sums owed to Employee under applicable law for all periods
prior to the Date of Termination, including, without limitation, sums owed in
respect of accrued PTO, accrued bonus, if any, and reimbursable expenses.
Notwithstanding anything in this Agreement to the contrary no bonus shall be
deemed to have been accrued unless and until any such bonus has been duly
authorized by the Bank's Board of Directors or a duly authorized committee
thereof. Such payments shall not be reduced in the event Employee obtains other
employment following termination of employment.

               (d)  Upon the Employee's entitlement to benefits pursuant to
Section 12(b), the Bank will cause to be continued for the Employee and his
previously covered dependents life, medical, dental and disability coverage that
the Employee agrees is substantially equivalent to the coverage maintained by
the Bank for Employee and his dependents prior to his termination at no cost to
the Employee. Such coverage and payments shall cease upon the expiration of
thirty-six (36) months following the Date of Termination.

                                        8



          13.  Parachute Payment Provision.

               (a)  Benefit Limit. The following limitation shall apply in the
event, but only in the event, that any payment received or to be received by
Employee pursuant to this Agreement ("Payment") would constitute a parachute
payment within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the "Code"):

               The aggregate present value of those Payments shall be limited in
amount to the greater of the following dollar amounts (the "Benefit Limit"):

               (i)  2.99 times Executive's Average Compensation, or

               (ii) Payments under this Agreement after taking into account any
                    excise tax imposed under Code Section 4999 on those
                    Payments.

               The present value of the Payments will be measured as of the
Change in Control and determined in accordance with the provisions of Code
Section 280G(d)(4).

               As used in this Section 13(a), the term "Average Compensation"
means the average of Employee's W-2 wages from the Bank for the five (5)
calendar years (or such fewer number of calendar years of employment with the
Bank) completed immediately prior to the calendar year in which the Change of
Control is effected. Any W-2 wages for a partial year of employment will be
annualized, in accordance with the frequency which such wages are paid during
such partial year before inclusion in Average Compensation.

               (b)  Resolution Procedure. For purposes of the foregoing Benefit
Limit, in the event there is any disagreement between Employee and the Bank as
to whether one or more payments to which Employee becomes entitled under this
Agreement constitute parachute payments under Code Section 280G or as to the
determination of the present value thereof, such dispute will be resolved as
follows:

                    (i)  In the event temporary, proposed or final Treasury
     Regulations in effect at the time under Code Section 280G (or applicable
     judicial decisions) specifically address the status of any such payment or
     the method of valuation therefor, the characterization afforded to such
     payment by the Regulations (or such decisions) will, together with the
     applicable valuation methodology, be controlling.

                    (ii) In the event Treasury Regulations (or applicable
     judicial decisions) do not address the status of any payment in dispute,
     the matter will be submitted for resolution to a nationally-recognized
     independent accounting firm mutually acceptable to Employee and the Bank
     ("Independent Accountant"). The resolution reached by the Independent
     Accountant will be final and controlling; provided, however, that if in the
     judgment of the Independent Accountant the status of the payment in dispute
     can be resolved through the obtainment of a private letter ruling from the
     Internal Revenue Service, a formal and proper request for such ruling will
     be prepared and submitted, and the determination made by the Internal
     Revenue Service in the issued ruling will be controlling. All expenses
     incurred in connection with the retention of the

                                        9




     Independent Accountant and (if applicable) the preparation and submission
     of the ruling request shall be borne by the Bank.


               (c)  Reduction of Benefits. To the extent the aggregate present
value of Employee's Payments pursuant to Section 12 would exceed the Benefit
Limit, the salary payments will first be reduced, and then accelerated vesting
of Employee's options would be reduced, to the extent necessary to assure that
such Benefit Limit is not exceeded.

               (d)  Notwithstanding the foregoing, any payments made to Employee
pursuant to this Agreement, or otherwise, are subject to and conditioned upon
their compliance with 12 U.S.C.ss.1828(k) and any regulations promulgated
thereunder.

          14.  Modification.

               This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof, supersedes all existing agreements
between them concerning such subject matter, and may be modified only by written
instrument duly executed by each party.

          15.  Notices.

               Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested or delivered against receipt to the party at the
address set forth following the signature line of this Agreement or to such
other address as the party shall have furnished in writing. Notice to the estate
of Employee shall be sufficient if addressed to Employee as provided in this
Section 15. Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.

          16.  Dispute Resolution Procedures.

               Except with respect to any claim for equitable relief (the
pursuit of which shall not be subject to the provisions of this Section 16), any
controversy or claim arising out of this Agreement or the Employee's employment
with the Bank or the termination thereof, including, but not limited to, any
claim of discrimination under state or federal law, shall be settled by binding
arbitration in accordance with the Rules of the American Arbitration
Association; and judgment upon the award rendered in such arbitration shall be
final and may be entered in any court having jurisdiction thereof. Notice of the
demand for arbitration shall be filed in writing with the other party to this
Agreement and with the American Arbitration Association. In no event shall the
demand for arbitration be made after the date when the institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statute of limitations. This agreement to
arbitrate shall be specifically enforceable under the prevailing arbitration
law. Any party desiring to initiate arbitration procedures hereunder shall serve
written notice on the other party. The parties agree that an arbitrator shall be
selected pursuant to these provisions within thirty (30) days of the service of
the notice of arbitration. In the event of any arbitration pursuant to these
provisions, the parties shall retain the rights of all discovery provided
pursuant to the California

                                       10



Code of Civil Procedure and the Rules thereunder. Any arbitration initiated
pursuant to these provisions shall be on an expedited basis and the dispute
shall be heard within one hundred twenty (120) days following the serving of the
notice of arbitration and a written decision shall be rendered within sixty (60)
days thereafter. All rights, causes of action, remedies and defenses available
under California law and equity are available to the parties hereto and shall be
applicable as though in a court of law. The parties shall share equally all
costs of any such arbitration.

          17.  Miscellaneous.

               (a)  This Agreement is drawn to be effective in the State of
California and shall be construed in accordance with California laws, except to
the extent superseded by federal law. The parties specifically acknowledge that
while the restrictions contained in Section 131 of the Federal Deposit Insurance
Corporation Improvement Act of 1991, relating to the payment of bonuses and
increases for senior executive officers of institutions which are deemed
"undercapitalized", do not currently apply to the Bank, such provisions may
affect the terms of this Agreement if during its term the Bank should be deemed
undercapitalized by either the OTS or the FDIC. No amendment or variation of the
terms of this Agreement shall be valid unless made in writing and signed by
Employee and a duly authorized representative of the Bank.

               (b)  Any waiver by either party of a breach of any provision of
this Agreement shall not operate as to be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

               (c)  Employee's rights and obligations under this Agreement shall
not be transferable by assignment or otherwise, such rights shall not be subject
to commutation, encumbrance or the claims of Employee's creditors, and any
attempt to do any of the foregoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of the Bank and its
successors and those who are its assigns under Section 12.

               (d)  This Agreement does not create, and shall not be construed
as creating, any rights enforceable by a person not a party to this Agreement
(except as provided in subsection (c) above).

               (e)  The headings in this Agreement are solely for the
convenience of reference and shall be given no effect on the construction or
interpretation of this Agreement.

               (f)  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall be governed by
and construed in accordance with the laws of the State of California, without
giving effect to conflict of laws, except where federal law governs.

                                       11



          18.  Resignation as Director Upon Termination.

               Upon termination of this Agreement, Employee, if he is then
serving as a director of the Bank, agrees to immediately resign his position as
a director as well as all other positions he may hold until the Bank or any
related or affiliated entity by giving written notice of his resignation to the
Vice Chairman of the Board of Directors of the Bank.

               IN WITNESS WHEREOF, the Bank and Employee have executed this
Agreement to be effective as of the day and year written above.

          BANK:             Commercial Capital Bank
                            federal savings bank


                            By: /s/ David S. DePillo
                                ------------------------------------------------
                                David S. DePillo
                            Vice Chairman, President and Chief Operating Officer

                            Address:
                                    --------------------------------------------

                                    --------------------------------------------


          EMPLOYEE:
                            /s/ Stephen H. Gordon
                            ----------------------------------------------------
                            Stephen H. Gordon

                            Address:
                                    --------------------------------------------

                                    --------------------------------------------

                                       12



                              Employment Agreement

                                    Addendum

Effective as of January 1, 2002, compensation for Stephen H. Gordon at
Commercial Capital Bank will be $550,000.



                                                  /s/  David S. DePillo
                                                  -------------------------
                                                  David S. DePillo
                                                  Vice Chairman & President



                     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

       This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated as of August __,
2002 (the "Amendment"), by and between Commercial Capital Bank, a federal
savings bank, with its headquarters office located in the City of Irvine, Orange
County, California (the "Bank"), and STEPHEN H. GORDON, a California resident
(the "Employee" and together with the Bank, the "Parties").

       WHEREAS, the Parties entered into an Employment Agreement, dated as of
September 13, 2001 ( the "Agreement");

       WHEREAS, the Parties hereto wish to modify and amend the Agreement as set
forth herein;

       NOW, THEREFORE, in consideration of the premises, covenants and
agreements hereinafter set forth, the Parties hereto agree as follows:

       1.    Amendment to Section 9(d) of the Agreement.

       Section 9(d) of the Agreement is hereby amended and restated in its
entirety to read as follows:

       Upon the occurrence of an Event of Termination by the Bank, the Bank
shall pay Employee, or in the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be, as severance pay or liquidated
damages, or both a sum equal to the greater of: (1) the payments due for the
remaining term of the Agreement; or (2) three (3) times Employee's highest
annual compensation for the last five (5) years (such payment, the Severance
Payment). Such annual compensation shall include base salary, commissions,
bonuses, contributions or accruals on behalf of Employee to any pension and
profit sharing plans, including any non-qualified, deferred compensation or
salary continuation plans, any benefits to be paid or received under any
stock-based benefit plan, severance payments, directors or committee fees and
value of fringe benefits paid or to be paid to the Employee during such years.
At the election of the Employee, the Severance Payment shall be made to
Employee: (a) in a lump sum on the Date of Termination, or (b) on a semi-monthly
basis in approximately equal installments over a period of thirty-six (36)
months following the Date of Termination or (c) on an annual basis in
approximately equal installments over a period of thirty-six (36) months
following the Date of Termination. Payment of the Severance Payment shall be in
addition to all other sums owed to Employee under applicable law for all periods
prior to the Date of Termination, including, without limitation, sums owed in
respect of accrued PTO, accrued bonus, if any, and reimbursable expenses.
Notwithstanding anything in this Agreement to the contrary no bonus shall be
deemed to have been accrued unless and until any such bonus has been duly
authorized by the Bank's Board of Directors or a duly authorized committee
thereof. Such payments shall not be reduced in the event Employee obtains other
employment following termination of employment.

       2.    Miscellaneous.

       (a)   The Agreement is incorporated herein by reference.



       (b)   Except as otherwise set forth herein, the Agreement, as amended
hereby, shall remain in full force and effect and the Parties shall have all the
rights and remedies provided thereunder with the same force and effect as if the
Agreement was restated herein in its entirety.

       (c)   The provisions hereof shall be binding upon and inure to the
benefit of the Parties and their respective executors, heirs, personal
representatives, successors and assigns.

       (d)   This Amendment may be executed and delivered in several
counterparts with the intention that all such counterparts, when taken together,
constitute one and the same instrument.

                                      * * *


                                       2



       IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.



             BANK:               Commercial Capital Bank, a federal savings bank

                                 By: /s/ David S. DePillo
                                     --------------------
                                     David S. DePillo
                                     Vice Chairman, President and Chief
                                      Operating Officer

             EMPLOYEE:

                                 /s/ Stephen H. Gordon
                                 ---------------------
                                 Stephen H. Gordon
                                 Address:_______________________________

                                         _______________________________


                                       3

EX-10.5

                                                                    Exhibit 10.5


                              EMPLOYMENT AGREEMENT


               THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
September 13, 2001, by and between Commercial Capital Bancorp (the "Holding
Company"), a corporation organized under the laws of the State of Nevada, with
its headquarters office located in the City of Irvine, Orange County,
California, and SCOTT F. KAVANAUGH, a California resident (the "Employee").

          A.   The Holding Company has organized a subsidiary federal savings
bank (the "Bank").

          B.   Per the letter dated September 10, 2001, the Office of Thrift
Supervision ("OTS") has no objection to Holding Company entering into this
Agreement, and therefore, Employee will serve as the Executive Vice President,
Chief Investment Officer and Chief Administrative Officer of the Holding
Company.

          On the basis of the foregoing facts and in consideration of the mutual
covenants and agreements contained herein, the parties agree as follows:

          1.   Term.

               (a)  Subject to the provisions below, the Holding Company agrees
to employ Employee, and Employee agrees to be employed by the Holding Company,
subject to the terms and conditions of this Agreement, for a term of three (3)
years ("the Term") commencing on the date of this Agreement (the "anniversary
date") unless employment is earlier terminated pursuant to the termination
provisions of this Agreement ("the Employment Period").

               (b)  Subject to the notice provisions set forth in this
paragraph, the term of this Agreement may be renewed or extended for one (1)
additional year after review and approval by the Board of Directors on the
anniversary date of this Agreement during each calendar year. The term shall not
be extended if either party gives written notice to the other, on or before the
date which is 90 days prior to the anniversary date, that the Agreement shall
not be renewed on the next anniversary date. In the event either party gives the
other written notice as provided in this paragraph, the term of this Agreement
shall thereafter terminate on the next following anniversary date.

          2.   Duties and Authority.

               (a)  During the Employment Period, Employee shall devote all his
productive time, ability and attention to the business and affairs of the
Holding Company and its subsidiaries, notwithstanding that, Employee shall not
directly render service of a business, commercial or professional nature to any
other person or organization other than the Holding Company and its subsidiaries
without the consent of the Board of Directors of the Holding Company (the "Board
of Directors"). However, nothing in this paragraph prohibits Employee from, or
requires the Board of Directors to approve or consent to Employee serving as an
advisor

                                       1



or Board member of a charitable or nonprofit organization or serving as an
advisor or director of any corporation which does not compete with the business
of the Holding Company, so long as such service does not materially interfere
with the performance of employment duties. Employee agrees that during the
Employment Period he will use his best efforts, skill and abilities to promote
the Holding Company's interests and to serve as the Executive Vice President,
Chief Investment Officer and Chief Administrative Officer of the Holding
Company. Employee shall perform such customary, appropriate and reasonable
executive duties as are normally assigned to the Executive Vice President, Chief
Investment Officer and Chief Administrative Officer at other thrift holding
companies, including such duties as are delegated to him from time to time by
the Board of Directors. Employee shall report directly to the Holding Company's
Chairman and Chief Executive Officer. The Holding Company shall also cause
Employee to be nominated, and management proxies will be voted to elect Employee
as a director of both the Bank and the Holding Company during the entire
Employment Period.

          3.   Holding Company's Authority.

               Employee agrees to observe and comply with the Holding Company's
rules and regulations as adopted by the Board of Directors regarding performance
of his duties and to carry out and to perform orders, directions and policies
stated by the Board of Directors to him periodically, either orally or in
writing.

          4.   Compensation.

               (a)  The Holding Company directly, or through one or more of its
subsidiaries, agrees to pay to Employee during each year of this Agreement an
annual base salary of $387,500, beginning on the effective date of this
Agreement and payable in accordance with the Holding Company's standard payment,
policy and subject to such withholding as required by law or policy on the
fifteenth and last day of each month during the term of this Agreement. The base
salary shall be reviewed annually by the Board of Directors, on or before
January 31 of each year for that year, and may be changed by mutual agreement of
the parties.

               (b)  In addition to a11 other compensation referred to above, the
Holding Company may pay Employee a bonus or bonuses and may grant to Employee
stock options, in either case in such amount as and in such a manner as the
Board of Directors, in its discretion, determines is appropriate. Such
compensation shall be based upon guidelines established by, and reviewed by, the
Board of Directors that takes into consideration all measures of the Holding
Company's performance.

               (c)  The Holding Company or its subsidiaries shal1 provide a car
allowance of $1,000 per month during the Employment Period.

               (d)  During the Employment Period, Employee shall be eligible to
participate in any retirement, pension or profit-sharing plan, or similar
employee benefit plan or retirement or bonus program of the Holding Company and
its subsidiaries, to the extent that he is eligible under the provisions of the
plan and commensurate with his position in relationship to other participants
and pursuant to the terms of the plans or programs of the Holding Company and
its subsidiaries.

                                       2



               (e)  Employee shall accrue vacation and sick time ("paid time
off" or "PTO") at the rate of 7.67 hours per semi-monthly pay period (for a
total of 184.00 hours or 23 days per year). Notwithstanding any terms of the
Holding Company's personnel policy to the contrary, any unused PTO shall carry
forward to the next year. Once Employee has accrued, or is deemed to have
accrued, 276 hours of PTO (approximately 34.5 days per year) ("the cap"), he
shall cease to accrue further PTO until such time as accrued PTO falls below the
cap.

               (f)  The Holding Company agrees to provide medical, dental and
other insurance, including key man life and disability, for Employee on the same
terms as provided for all executive officers of the Holding Company and its
subsidiaries.

          5.   Reimbursement of Expenses.

               The services required by the Holding Company and its subsidiaries
will require Employee to incur business, entertainment and community relations'
expenses and the Holding Company or its subsidiaries hereby agrees to provide
credit cards and charge accounts for Employee's use for such expenses. The
Holding Company or its subsidiaries agrees to reimburse Employee for all
out-of-pocket expenses that are business related, upon submission of appropriate
documentation and approval by the Board of Directors or a committee of it
appointed for such purpose. Such expenses shall include membership fees and dues
to organizations approved by the Board. The Board or a committee thereof shall
review such expenses at least monthly so that reimbursement of appropriate
expenses is not unreasonably delayed. Each expense, to be reimbursed, must be of
a nature qualifying it as a proper deduction on the income tax returns of the
Holding Company as a business expense and not as deductible compensation to
Employee. The records and other documentary evidence submitted by Employee to
the Holding Company or its subsidiaries with each request for reimbursement of
such expenses shall be in the form required by applicable statutes and
regulations issued by appropriate taxing authorities for the substantiation of
such expenditures as deductible business expenses of the Holding Company and not
as deductible compensation to Employee.

          6.   Confidential Information.

               Employee agrees that he shall not, without the prior written
permission of the Holding Company in each case, publish, disclose or make
available to any other person, firm or corporation, either during or after the
termination of this Agreement, any confidential information which Employee may
obtain during the Employment Period, or which Employee may create prior to the
end of the Employment Period relating to the business of the Holding Company and
its subsidiaries, or to the business of any customer or supplier of any of them;
provided, however, Employee may use such information during the Employment
Period for the benefit of the Holding Company and its subsidiaries, Employee
agrees to execute any and all such additional agreements and instruments that
the Holding Company may deem reasonably necessary in order to protect the
confidentiality of such confidential information or otherwise to effectuate the
purpose and intent of this Section 6. Prior to or at the termination of this
Agreement, Employee shall return all documents, files, notes, writings and other
tangible evidence of such confidential information to the Holding Company and
its subsidiaries. This Section 6 shall survive the expiration or termination of
this Agreement. Notwithstanding the

                                       3



above, the OTS and other federal agencies will be exempt from any prohibition
regarding disclosure of confidential information.

          7.   Covenant Not to Solicit Customers or Fellow Employees.

               Employee agrees that for a period of eighteen (18) months
following the termination of employment with the Holding Company, he will not
solicit, directly or indirectly divert or attempt to divert for himself or for
any third party, the business of any customer with whom the Holding Company and
its subsidiaries had done business during the preceding one year period.
Employee recognizes and acknowledges that any customer list and financial
information concerning any of the Holding Company's customers, as it may exist
from time to time, is a valuable, special and unique asset of the Holding
Company's business, Employee further agrees not to solicit, directly or
indirectly divert or attempt to divert for himself or for any third party, the
services of any officer or employee of the Holding Company and its subsidiaries
during such l8-month period. Employee agrees to execute any and all such
additional agreements and instruments that the Holding Company may deem
reasonably necessary in order to effectuate the purpose and intent of this
Section 7. This Section 7 shall survive the expiration or termination of this
Agreement.

          8.   Remedy.

               Employee understands that, because of the unique character of the
services to be rendered by Employee hereunder, the Holding Company would not
have any adequate remedy at law for the breach or threatened breach by Employee
of any one or more of the covenants set forth in this Agreement and therefore
expressly agrees that the Holding Company in addition to any other rights or
remedies which may be available to it, shall be entitled to injunctive and other
equitable relief to prevent or remedy a breach of this Agreement by Employee.

          9.   Termination of Employee Without Cause.

               (a)  Upon the occurrence of an Event of Termination (as herein
defined) during Employee's term of employment under this Agreement, the
provisions of this Section shall apply.

               (b)  As used in this Agreement, an "Event of Termination" shall
mean and include any one or more of the following; (i) the termination by the
Holding Company of Employee's full-time employment hereunder for any reason
other than a termination governed by Section 12 below, or Termination for Cause,
as defined in Section l0(b) below; (ii) Employee's termination with good reason
from the Holding Company's employ in accordance with Section 9(c) below upon any
(A) failure to elect or reelect or to appoint or reappoint Employee as Executive
Vice President, Chief Investment Officer and Chief Administrative Officer,
unless consented to by the Employee, (B) a material change in Employee's
function, duties, or responsibilities with the Holding Company or its
subsidiaries, which change would cause Employee's position to become one of
substantially lesser responsibility, importance, or scope from the position and
attributes thereof described in Section 2 above, unless consented to

                                       4



by Employee, (C) a relocation of Employee's principal place of employment by
more than 30 driving miles from its location at the effective date of this
Agreement, unless consented to by the Employee, (D) a material reduction in the
benefits and perquisites to Employee from those being provided as of the
effective date of this Agreement, unless consented to by Employee, (E) a
liquidation or dissolution of the Holding Company or its subsidiaries, or (F)
breach of this Agreement by the Holding Company.

Notwithstanding the above, the event of a conservatorship or receivership is
specifically excluded from an Event of Termination.

               (c)  Upon the occurrence of any event of a type described in
clauses (ii)(A), (B), (C), (D), (E) or (F), of Section 9(b), Employee shall have
the right to terminate with good reason his employment under this Agreement by
delivering written notice to the Holding Company not less than sixty (60) days
following the occurrence of such event, which termination with good reason shall
be effective only if such event shall not be cured within thirty (30) days after
Holding Company's receipt of such notice. The date of any Event of Termination
shall be referred to herein as the "Date of Termination".

               (d)  Upon the occurrence of an Event of Termination by the
Holding Company, the Holding Company shall pay to Employee an amount equal to
his base salary for the remaining portion of the Term (such payment, the
Severance Payment), as severance pay in lieu of and in substitution for any
other claims for salary and continued benefits hereunder (based on Employee's
base salary and benefits prevailing at the time of termination). At the election
of the Employee, the Severance Payment shall be made to Employee: (a) in a lump
sum on the Date of Termination, or (b) on a semi-monthly basis in approximately
equa1 installments over a period of thirty-six (36) months following the Date of
Termination, or (c) on an annual basis in approximately equal installments over
a period of thirty-six (36) months following the Date of Termination. Payment of
the Severance Payment shall be in addition to all other sums owed to Employee
under applicable law for all periods prior to the Date of Termination,
including, without limitation, sums owed in respect of accrued PTO accrued
bonus, if any, and reimbursable expenses. Notwithstanding anything in this
Agreement to the contrary no bonus shall be deemed to have been accrued unless
and until any such bonus has been duly authorized by the Holding Company's Board
of Directors or a duly authorized committee thereof. Accrued bonuses shall mean
the bonus amount determined in accordance with Section 4(b).

               (e)  With respect to any stock options issued to the Employee
that were outstanding on the Date of Termination, any options which were not
fully vested and exercisable on the Date of Termination shall automatically
become exercisable upon the Date of Termination, and shall remain exercisable in
full for a period of ninety (90) days following the Communication Date.

               (f)  Upon the occurrence of an Event of Termination, the Holding
Company will cause to be continued for the Employee and his previously covered
dependents life, medical, dental and disability coverage that the Employee
agrees is substantially equivalent to the coverage maintained by the Holding
Company or its subsidiaries for Employee and his

                                       5



dependents prior to the Date of Termination at no cost to the Employee, except
to the extent such coverage may be changed in its application to all employees
of the Holding Company and its subsidiaries. Such coverage shall cease upon the
expiration of the remaining term of this Agreement.

          10.  Termination of Employee for Cause.

               (a)  The Holding Company's board of directors may terminate the
Employee's employment at any time, but any termination by the Holding Company's
board of directors other than termination for cause, shall not prejudice the
Employee's right to compensation or other benefits under the contract. The
Employee shall have no right to receive compensation or other benefits for any
period after termination for cause. Termination for cause shall include
termination because of the Employee's personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule, or
regulation (other than traffic violations or similar offenses) or final
cease-and-desist order, or material breach of any provision of the contract.

               (b)  If Employee is suspended and/or temporarily prohibited from
participating in the conduct of the Holding Company's affairs by a notice
served under section 8 (e)(3) or (g)(1) of the Federal Deposit Insurance Act
(12 U.S.C. 1818 (e)(3) and (g)(1)) the Holding Company's obligations under
this Agreement shall be suspended as of the date of service unless stayed by
appropriate proceedings. If the charges in the notice are dismissed, the Holding
Company may in its discretion (i) pay Employee all or part of the compensation
withheld while its contract obligations were suspended, and (ii) reinstate (in
whole or in part) any of its obligations which were suspended.

               (c)  If Employee is removed and/or permanently prohibited from
participating in the conduct of the Holding Company's affairs by an order issued
under section 8 (e)(4) or (g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
1818 (e)(4) or (g)(1), all obligations of the Holding Company under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the contracting parties shall not be affected.

               (d)  If the Holding Company is in default (as defined in section
3 (x)(1) of the Federal Deposit Insurance Act), all obligations under this
Agreement shal1 terminate as of the date of default but this paragraph (g) shall
not affect any vested rights of the contracting parties.

               (e)  All obligations under this Agreement shall be terminated,
except to the extent determined that continuation of the contract is necessary
of the continued operation of the Holding Company:

                    (i)   By the director of the OTS (the "Director") or his or
her designee, at the time the Federal Deposit Insurance Corporation or
Resolution Trust Corporation enters into an agreement to provide assistance to
or on behalf of the Holding Company under the authority contained in 13(C) of
the Federal Deposit Insurance Act; or

                                       6



                    (ii)   By the Director or his or her designee, at the time
the Director or his or her designee approves a supervisory merger to resolve
problems related to operation of the Holding Company or when the Holding Company
is determined by the Director to be in an unsafe or unsound condition.

                    Any rights of the parties that have already vested, however,
     shall not be affected by such action.

          11.  Termination Upon Employee's Death; Effect of Termination on
Other Plans.

               Notwithstanding anything herein contained, if Employee shall die,
this Agreement shall terminate one (1) year from the date of Employee's death,
whereupon Employee's estate shall be entitled to receive his salary, accrued
PTO, and any bonus earned up through the date of termination. Such termination
shall not affect any rights which Employee may have at the time of his death
pursuant to any of the Holding Company or its subsidiaries plans or arrangements
for insurance, PTO or stock options, or for any other death benefit, bonus, or
retirement benefit, which accrued rights thereafter shall be enjoyed by
Employee's estate and continue to be governed by the provision of such plans and
arrangements to the extent they are not inconsistent with the terms of this
Agreement.

          12.  Change in Control.

               (a)  For purposes of this Agreement, a "Change in Control" of the
Holding Company or its subsidiaries shall mean an event of a nature that: (i)
would be required to be reported in response to Item 1(a) of the current report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (ii)
results in a Change in Control of the Holding Company or its subsidiaries within
the meaning of the Home Owners' Loan Act of 1933, as amended, the Federal
Deposit Insurance Act and the Rules and Regulations promulgated by the OTS (or
its predecessor agency), as in effect on the date hereof (provided, that in
applying the definition of change in control as set forth under the rules and
regulations of the OTS, the Board of Directors shall substitute its judgment for
that of the OTS); or (iii) without limitation such a Change in Control shall be
deemed to have occurred at such time as (A) any "person" (as the term is used in
Sections 13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of voting securities of the Holding Company or its subsidiaries
representing 20% or more of the Holding Company or its subsidiaries outstanding
voting securities or right to acquire such securities except for any voting
securities of the Bank purchased by the Holding Company and any voting
securities purchased by any employee benefit plan of the Bank or the Holding
Company, or (B) individuals who constitute the Board of Directors on the date
hereof (the "Incumbent Board") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board, or whose nomination for election
by the Holding Company's stockholders was approved by a Nominating Committee
solely comprised of members who are Incumbent Board members, shall be, for
purposes of this clause (B), considered as though he were a member of the
Incumbent Board, (C) a plan of reorganization,

                                       7



merger, consolidation, sale of all or substantially all the assets of the
Holding Company or its subsidiaries or similar transaction occurs or is
effectuated in which the Holding Company or its subsidiaries is not the
resulting entity; provided, however, that such an event listed above will be
deemed to have occurred or to have been effectuated upon the receipt of all
required federal regulatory approvals not including the lapse of any statutory
waiting periods, or (D) a proxy statement shall be distributed soliciting
proxies from stockholders of the Holding Company, by someone other than the
current management of the Holding Company, seeking stockholder approva1 of a
plan of reorganization, merger or consolidation of the Holding Company or its
subsidiaries with one or more corporations as a result of which the outstanding
shares of the class of securities then subject to such plan or transaction are
exchanged for or converted into cash or property or securities not issued by the
Holding Company or its subsidiaries shall be distributed; or (E) a tender offer
is made and accepted for 20% or more of the voting securities of the Holding
Company or its subsidiaries then outstanding.

The change in composition of the Board of Directors occasioned by a
conservatorship or receivership, or by directive of the OTS (or its successor),
should not be construed as a Change in Control for the purposes of triggering
the obligations to render compensation under this Agreement.

               (b)  If a Change in Control has occurred pursuant to Section
12(a) above or the Board Directors has determined that a Change in Control has
occurred, Employee shall be entitled to the benefits provided in paragraphs (c),
and (d) of this Section 12 upon his subsequent termination of employment at any
time during the term of this Agreement due to: (1) Employee's dismissal or (2)
Employee's voluntary resignation unless such termination is because of his death
or Termination for Cause.

               (c)  Upon Employee's entitlement to benefits pursuant to Section
12(b), the Holding Company shall pay Employee, or in the event of his subsequent
death, his beneficiary or beneficiaries, or his estate, as the case may be, as
severance pay or liquidated damages, or both a sum equal to the greater of: (1)
the payments due for the remaining term of the Agreement; or (2) three (3) times
Employee's highest annual compensation for the last five (5) years (such
payment, the Severance Payment). Such annual compensation shall include Base
Salary, commissions, bonuses, contributions or accruals on behalf of Employee to
any pension and profit sharing plans, any benefits to be paid or received under
any stock-based benefit plan, severance payments, directors or committee fees
and value of fringe benefits paid or to be paid to the Employee during such
years. At the election of the Employee, the Severance Payment shall be made to
Employee: (a) in a lump sum on the Date of Termination, or, (b) on a
semi-monthly basis in approximately equal installments over a period of
thirty-six (36) months following the, Date of Termination or (c) on an annual
basis in approximately equal installments over a period of thirty-six (36)
months following the Date of Termination.  Payment of the Severance Payment
shall be in addition to all other sums owed to Employee under applicable law for
all periods prior to the Date of Termination, including, without limitation,
sums owed in respect of accrued PTO, accrued bonus, if any, and reimbursable
expenses. Notwithstanding anything in this Agreement to the contrary no bonus
shall be deemed to have been accrued unless and until any such bonus has been
duly authorized by the Holding Company's Board of Directors or a duly authorized
committee thereof. Such payments shall not be reduced in the event Employee
obtains other employment following termination of employment.

                                       8



               (d)  Upon the Employee's entitlement to benefits pursuant to
Section 12(b), the Holding Company will cause to be continued for the Employee
and his previously covered dependents life, medical, dental and disability
coverage that the Employee agrees is substantially equivalent to the
coverage maintained by the Holding Company for Employee and his dependents prior
to his termination at no cost to the Employee. Such coverage and payments shall
cease upon the expiration of thirty-six (36) months following the Date of
Termination.

          13.  Parachute Payment Provision.

     In each calendar year that the Employee is entitled to receive payments or
benefits under the provisions of the Employment Agreement, the Holding Company
shall determine if an excess parachute payment (as defined in Section 4999 of
the Internal Revenue Code of 1986, as amended, and any successor provision
thereto, (the "Code")) exists. Such determination shall be made after taking any
reductions permitted pursuant to Section 280G of the Code and the regulations
thereunder. Any amount determined to be an excess parachute payment after taking
into account such reductions shall be hereafter referred to as the "Initial
Excess Parachute Payment". As soon as practicable after a Change in Control, the
Initial Excess Parachute Payment shall be determined. Upon the Date of
Termination following a Change in Control, the Holding Company shall pay the
Employee, subject to applicable withholding requirements under applicable state
or federal law, an amount equal to:

               (a)  twenty (20) percent of the Initial Excess Parachute Payment
(or such other amount equal to the tax imposed under Section 4999 of the Code);
and

               (b)  such additional amount (tax allowance) as may be necessary
to compensate the Employee for the payment by the Employee of state and local
and federal income and excise taxes on the payment provided under Clause (a) and
on any payments under this Clause (b). In computing such tax allowance, the
payment to be made under Clause (a) shall be multiplied by the "gross up
percentage" ("GUP"). The GUP shall be determined as follows:


               GUP =   Tax Rate
                    -----------------
                      1-Tax Rate

     The "Tax Rate" for purposes of computing the GUP shall be the sum of the
highest marginal federal and state and local income and employment-related tax
rates, including any applicable excise tax rates, applicable to the Employee in
the year in which the payment under Clause (a) is made.

               (c)  Notwithstanding the foregoing, if it shall subsequently be
determined in a final judicial determination or a final administrative
settlement to which the Employee is a party that the excess parachute payment as
defined in Section 4999 of the Code, reduced as described above, is more than
the Initial Excess Parachute Payment (such different amount being hereafter
referred to as the "Determinative Excess Parachute Payment") then the Holding
Company's independent accountants shall determine the amount (the "Adjustment
Amount") the Holding

                                       9



Company must pay to the Employee in order to put the Employee in the same
position as the Employee would have been if the Initial Excess Parachute Payment
had been equal to the Determinative Excess Parachute Payment. In determining the
Adjustment Amount, independent accountants of the Holding Company shall take
into account any and all taxes (including any penalties and interest) paid by or
for the Employee or refunded to the Employee or for the Employee's benefit. As
soon as practicable after the Adjustment Amount has been so determined, the
Holding Company shal1 pay the Adjustment Amount to the Employee. In no event
however, shall the Employee make any payment under this paragraph to the Holding
Company.

               (d)  Resolution Procedure. For purposes of the foregoing, in the
event there is any disagreement between Employee and the Holding Company as to
whether one or more payments to which Employee becomes entitled under this
Agreement constitute parachute payments under Code Section 280G or as to the
determination of the Initial Excess Parachute Payment or the Determinative
Excess Parachute Payment, such dispute will be resolved as follows:

                    (i)    In the event temporary, proposed or final Treasury
     Regulations in effect at the time under Code Section 280G (or applicable
     judicial decisions) specifically address the status of any such payment or
     the method of valuation therefor, the characterization afforded to such
     payment by the Regulations (or such decisions) will, together with the
     applicable valuation methodology, be controlling.

                    (ii)   In the event Treasury Regulations (or applicable
     judicial decisions) do not address the status of any payment in dispute,
     the matter will be submitted for resolution to a nationally-recognized
     independent accounting firm mutually acceptable to Employee and the Holding
     Company ("Independent Accountant"). The resolution reached by the
     Independent Accountant wi1l be final and controlling; provided, however,
     that if in the judgment of the Independent Accountant the status of the
     payment in dispute can be resolved through the obtainment of a private
     letter ruling from the Internal Revenue Service, a formal and proper
     request for such ruling will be prepared and submitted, and proper request
     for such ruling will be prepared and submitted, and the determination made
     by the Internal Revenue Service in the issued ruling will be controlling.
     All expenses incurred in connection with the retention of the Independent
     Accountant and (if applicable) the preparation and submission of the ruling
     request shall be borne by the Holding Company.

               (e)  Notwithstanding the foregoing, any payments made to Employee
pursuant to this Agreement, or otherwise, are subject to and conditioned upon
compliance with 12 U.S.C. (S) 1828(k) and any regulations promulgated
thereunder.

          14.  Modification.

               This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof, supersedes all existing agreements
between them concerning such subject matter, and may be modified only by written
instrument duly executed by each party.

                                       10



           15.  Notices.

                Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested or delivered against receipt to the party at the
address set forth following the signature line of this Agreement or to such
other address as the party shall have furnished in writing. Notice to the estate
of Employee shall be sufficient if addressed to Employee as provided in this
Section 15. Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.

           16.  Dispute Resolution Procedures

                Except with respect to any claim for equitable relief (the of
which shall not be subject to the provisions of this Section 16), any
controversy or claim arising out of or this Agreement or the Employee's
employment with the Holding Company or the termination thereof, including, but
not limited to, any claim of discrimination under state or federal law, shall be
settled by binding arbitration in accordance with the Rules of the American
Arbitration Association; and judgment upon the award rendered in such
arbitration shall be final and may be entered in any court having jurisdiction
thereof. Notice of the demand for arbitration shall be filed in writing with the
other party to this Agreement and with the American Arbitration Association. In
no event shall the demand for arbitration be made after the date when the
institution of legal or equitable proceedings based on such claim, dispute or
other matter in question would be barred by the applicable statute of
limitations. This agreement to arbitrate shall be specifically enforceable under
the prevailing arbitration law. Any party desiring to initiate arbitration
procedures hereunder shall serve written notice on the other party. The parties
agree that an arbitrator shall be selected pursuant to these provisions within
thirty (30) days of the service of the notice of arbitration. In the event of
any arbitration pursuant to these provisions, the parties shall retain the
rights of all discovery provided pursuant to the California Code of Civil
Procedure and the Rules thereunder. Any arbitration initiated pursuant to these
provisions shall be on an expedited basis and the dispute shall be heard within
one hundred twenty (120) days following the serving of the notice of arbitration
and a written decision shall be rendered within sixty (60) days thereafter. All
rights, causes of action, remedies and defenses available under California law
and equity are available to the parties hereto and shall be applicable as though
in a court of law. The parties shall share equally all costs of any such
arbitration.

           17.  Miscellaneous.

                (a) This Agreement is drawn to be effective in the State of
California and shall be construed in accordance with California laws, except to
the extent superseded by federal law. The parties specifically acknowledge that
while the restrictions contained in Section 131 of the Federal Deposit Insurance
Corporation Improvement Act of 1991, relating to the payment of bonuses and
increases for senior executive officers of institutions which are deemed
"undercapitalized", do not currently apply to the Bank, such provisions may
affect the terms of this Agreement if during its term the Bank should be deemed
undercapitalized by either the OTS or the FDIC. No amendment or variation of the
terms of this Agreement shall be valid unless made in writing and signed by
Employee and a duly authorized representative of the Bank.

                                       11



               (b)   Any waiver by either party of a breach of any provision of
this Agreement shall not operate as to be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

               (c)   Employee's rights and obligations under this Agreement
shall not be transferable by assignment or otherwise, such rights shall not be
subject to commutation, encumbrance or the claims of Employee's creditors, and
any attempt to do any of the foregoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of the Holding Company
and its successors and those who are its assigns under Section 12.

               (d)   This Agreement does not create, and shall not be construed
as creating, any rights enforceable by a person not a party to this Agreement
(except as provided in subsection (c) above).

               (e)   The headings in this Agreement are solely for the
convenience of reference and shall be given no effect on the construction or
interpretation of this Agreement.

               (f)   This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall be governed by
and construed in accordance with the laws of the State of California, without
giving effect to conflict of laws, except where federal law governs.

                                       12



           18.  Resignation as Director Upon Termination.

                Upon termination of this Agreement, Employee, if he is then
serving as a director of the Holding Company, agrees to immediately resign his
position as a director as well as all other positions he may hold until the
Holding Company or any related or affiliated entity by giving written notice
of his resignation to the Chairman of the Board of Directors of the Holding
Company.

                IN WITNESS WHEREOF, the Holding Company and Employee have
executed this Agreement to be effective as of the day and year written above.

           HOLDING COMPANY:            Commercial Capital Bancorp

                                       By:  Stephen H. Gordon
                                            ------------------------------
                                            Stephen H. Gordon
                                            Chairman and Chief Executive Officer

                                       Address: __________________________
                                                __________________________




           EMPLOYEE:                   /s/ Scott F. Kavanaugh
                                           -------------------------------
                                           Scott F. Kavanaugh

                                       Address: __________________________
                                                __________________________

                                       13



                              Employment Agreement

                                    Addendum

Effective as of January 1, 2002, compensation for Scott F. Kavanaugh at
Commercial Capital Bancorp will be $412,500.


                                                      /s/ Stephen H. Gordon
                                                     ------------------------
                                                     Stephen H. Gordon
                                                     Chairman & CEO

EX-10.6

                                                                    Exhibit 10.6

                              EMPLOYMENT AGREEMENT

               THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
September 13, 2001, by and between Commercial Capital Bank, a federal savings
bank, with its headquarters office located in the City of Irvine, Orange County,
California (the "Bank"), and SCOTT F. KAVANAUGH, a California resident (the
"Employee").

          A.   Per the letter dated September 10, 2001, the Office of Thrift
Supervision ("OTS") has no objection to Bank entering into this Agreement, and
therefore, Employee will serve as the Executive Vice President, Chief Investment
Officer and Chief Administrative Officer of the Bank.

          B.   The parties intend by this Agreement to comply with the
requirements of Section 563.39 of the Regulations of the OTS, 12 C.F.R. Section
563.39.

          On the basis of the foregoing facts and in consideration of the mutua1
covenants and agreements contained herein, the parties agree as follows:

          1.   Term

               (a)  Subject to the provisions below, the Bank agrees to employ
Employee, and Employee agrees to be employed by the Bank, subject to the terms
and conditions of this Agreement, for a term of three (3) years ("the Term")
commencing on the date of this Agreement (the "anniversary date") unless
employment is earlier terminated pursuant to the termination provisions of this
Agreement ("the Employment Period").

               (b)  Subject to the notice provisions set forth in this
paragraph, the term of this Agreement may be renewed or extended for one (1)
additional year after review and approval by the Board of Directors on the
anniversary date of this Agreement during each calendar year. The term shall not
be extended if either party gives written notice to the other, on or before the
date which is 90 days prior to the anniversary date, that the Agreement shall
not be renewed on the next anniversary date. In the event either party gives the
other written notice as provided in this paragraph, the term of this Agreement
shall thereafter terminate on the next following anniversary date.

          2.   Duties and Authority.

               (a)  During the Employment Period, Employee shall devote all
necessary time, ability and attention to the business and affairs of the Bank
(see Exhibit A), notwithstanding that, Employee shall not directly render
service of a business, commercial or professional nature to any other person or
organization other than Commercial Capital Bancorp, the holding company for the
Bank ("Holding Company"), and Financial Institutional Partners Mortgage
Corporation, a subsidiary of the Holding Company, without the consent of the
Board of Directors of the Bank (the "Board of Directors"). However, nothing in
this paragraph prohibits Employee from, or requires the Board of Directors to
approve or consent to Employee

                                        1



serving as an advisor or Board member of a charitable or nonprofit organization
or serving as an advisor or director of any corporation which does not compete
with the business of the Bank, so long as such service does not materially
interfere with the performance of Employment duties. Employee agrees that during
the Employment Period he will use his best efforts, skill and abilities to
promote the Bank's interests and to serve as the Executive Vice President, Chief
Investment Officer and Chief Administrative Officer of the Bank. Employee shall
perform such customary, appropriate and reasonable executive duties as are
normally assigned to the Chief Investment Officer and Chief Administrative
Officer at other federal savings banks, including such duties as are delegated
to him from time to time by the Board of Directors. Employee shall report
directly to the Bank's Chairman and Chief Executive Officer. The Bank shall also
cause Employee to be nominated, and management proxies will be voted to elect
Employee as a director of both the Bank and the Holding Company during the
entire Employment Period.

               3.   Bank's Authority.

                    Employee agrees to observe and comply with the Bank's rules
and regulations as adopted by the Board of Directors regarding performance of
his duties and to carry out and to perform orders, directions and policies
stated by the Board of Directors to him periodically, either orally or in
writing.

               4.   Compensation.

                    (a) The Bank directly, or through one or more of its
affiliates, agrees to pay to Employee during each year of this Agreement an
annual base salary of $387,500, beginning on the effective date of this
Agreement and payable in accordance with the Bank's standard payment policy and
subject to such withholding as required by law or policy on the fifteenth and
last day of each month during the term of this Agreement. The base salary shall
be reviewed annually by the Board of Directors, on or before January 31 of each
year for that year, and may be changed by mutual agreement of the parties.
Employee acknowledges and agrees that all base compensation paid by the Bank to
Employee under this Agreement shall be applied toward, and credited against, any
base compensation payable to Employee by the Holding Company under any
employment agreement between Employee and the Holding Company.

                    (b) In addition to all other compensation referred to above,
the Bank may pay Employee a bonus or bonuses and may grant to Employee stock
options, in either case in such amount as and in such a manner as the Board of
Directors, in its discretion, determines is appropriate. Such compensation shall
be based upon guidelines established by, and reviewed by, the Board of Directors
that takes into consideration all measures of the Bank's performance.

                    (c) The Bank directly, or through one or more of its
affiliates, shall provide a car allowance of $1,000 per month during the
Employment Period.

                    (d) During the Employment Period, Employee shall be eligible
to participate in any retirement, pension or profit-sharing plan, including any
non-qualified, deferred compensation or salary continuation plan, or similar
employee benefit plan or retirement or bonus program of the Bank, to the extent
that he is eligible under the provisions of

                                       2



the plan and commensurate with his position in relationship to other
participants and pursuant to the terms of the Bank's plans or programs.

                    (e) Employee shall accrue vacation and sick time ("paid
time off" or "PTO") at the rate of 7.67 hours per semi-monthly pay period (for a
total of 184.00 hours or 23 days per year). Notwithstanding any terms of the
Bank's personnel policy to the contrary, any unused PTO shall carry forward to
the next year. Once Employee has accrued, or is deemed to have accrued, 276
hours of PTO (approximately 34.5 days per year) ("the cap"), he shall cease to
accrue further PTO until such time as accrued PTO falls below the cap.

                    (f) The Bank agrees to provide medical, dental and other
insurance, including key man life and disability, for Employee on the same terms
as provided for all executive officers of the Bank.

               5.   Reimbursement of Expenses.

                    The services required by the Bank will require Employee to
incur business, entertainment and community relations' expenses and the Bank
hereby agrees to provide credit cards and charge accounts for Employee's use for
such expenses. The Bank agrees to reimburse Employee for a11 out-of-pocket
expenses that are business related, upon submission of appropriate documentation
and approval by the Chairman and Chief Executive Officer of the Bank. Such
expenses shall include membership fees and dues to organizations approved by the
Board. Each expense, to be reimbursed, must be of a nature qualifying it as a
proper deduction on the income tax returns of the Bank as a business expense and
not as deductible compensation to Employee, The records and other documentary
evidence submitted by Employee to the Bank with each request for reimbursement
of such expenses shall be in the form required by applicable statutes and
regulations issued by appropriate taxing authorities for the substantiation of
such expenditures as deductible business expenses of the Bank and not as
deductible compensation to Employee.

               6.   Confidential Information.

                    Employee agrees that he shall not, without the prior written
permission of the Bank in each case, publish, disclose or make available to any
other person, firm or corporation, either during or after the termination of
this Agreement, any confidential information which Employee may obtain during
the Employment Period, or which Employee may create prior to the end of the
Employment Period relating to the business of the Bank, or to the business of
any customer or supplier of any of them; provided, however, Employee may use
such information during the Employment Period for the benefit of the Bank.
Employee agrees to execute any and all such additional agreements and
instruments that the Bank may deem reasonab1y necessary in order to protect the
confidentiality of such confidential information or otherwise to effectuate the
purpose and intent of this Section 6. Prior to or at the termination of this
Agreement, Employee shall return all documents, files, notes, writings and other
tangible evidence of such confidential information to the Bank. Notwithstanding
the above, the OTS and other federal agencies will be exempt from any
prohibition regarding disclosure of confidential information. This Section 6
shall survive the expiration or termination of this Agreement.

                                        3



          7.   Covenant Not to Solicit Customers or Fellow Employees.

               Employee agrees that for a period of eighteen (18) months
following the termination of employment with the Bank, he will not solicit,
directly or indirectly divert or attempt to divert for himself or for any third
party, the banking business of any customer with whom the Bank had done business
during the preceding one year period, Employee recognizes and acknowledges that
any customer list and financial information concerning any of the Bank's
customers, as it may exist from time to time, is a valuable, special and unique
asset of the Bank's business. Employee further agrees not to solicit, directly
or indirectly divert or attempt to divert for himself or for any third party,
the services of any officer or employee of the Bank during such 18-month period.
Employee agrees to execute any and al1 such additional agreements and
instruments that the Bank may deem reasonably necessary in order to effectuate
the purpose and intent of this Section 7. This Section 7 shall survive the
expiration or termination of this Agreement.

          8.   Remedy.

               Employee understands that, because of the unique character of the
services to be rendered by Employee hereunder, the Bank would not have any
adequate remedy at law for the breach or threatened breach by Employee of any
one or more of the covenants set forth in this Agreement and therefore expressly
agrees that the Bank in addition to any other rights or remedies which may be
available to it, shall be entitled to injunctive and other equitable relief to
prevent or remedy a breach of this Agreement by Employee.

          9.   Termination of Employee Without Cause.

               (a)  Upon the occurrence of an Event of Termination (as herein
defined) during Employee's term of employment under this Agreement, the
provisions of this Section shall apply.

               (b)  As used in this Agreement, an "Event of Termination" shall
mean and include any one or more of the following: (i) the termination by the
Bank or the Holding Company of Employee's full-time employment hereunder for any
reason other than a termination governed by Section 12 below, or termination for
Cause, as defined in Section 10(b) below; or (ii) Employee's termination with
good reason from the Bank's employ in accordance with Section 9 (c) below upon
any (A) failure to elect or reelect or to appoint or reappoint Employee as Chief
Investment Officer and Chief Administrative Officer, unless consented to by
Employee, (B) a material change in Employee's function, duties, or
responsibilities with the Bank, which change would cause Employee's position to
become one of substantially lesser responsibility, importance, or scope from the
position and attributes thereof described in Section 2 above, unless consented
to by Employee, (C) a relocation of Employee's principal place of employment by
more than 30 driving miles from its location at the effective date of this
Agreement, unless consented to by the Employee, (D) a material reduction in
the benefits and perquisites to Employee from those being provided as of the
effective date of this Agreement, unless consented to by Employee, (E) a
liquidation or dissolution of the Bank or Holding Company, or (F) breach of this
Agreement by the Bank.

                                       4



Notwithstanding the above, the event of a conservatorship or receivership is
specifically excluded from an Event of Termination.

                    (c) Upon the occurrence of any event of a type described in
clauses (ii)(A), (B), (C), (D), (E) or (F), of Section 9(b), Employee shall have
the right to terminate with good reason his employment under this Agreement by
delivering written notice to the Bank not less than sixty (60) days following
the occurrence of such event, which termination with good reason shall be
effective only if such event shall not he cured within thirty (30) days after
the Bank's receipt of such notice. The date of any Event of Termination shall be
referred to herein as the "Date of Termination".

                    (d) Upon the occurrence of an Event of Termination by the
Bank, the Bank shall pay to Employee an amount equal to his base salary for the
remaining portion of the Term (such payment, the Severance Payment), as
severance pay in lieu of and in substitution for any other claims for salary and
continued benefits hereunder (based on Employee's base salary and benefits
prevailing at the time of termination). At the election of the Employee, the
Severance Payment shall be made to Employee: (a) in a lump sum on the Date of
Termination, or (b) on a semi-monthly basis in approximately equal installments
over a period of thirty-six (36) months following the Date of Termination, or
(c) on an annual basis in approximately equal installments over a period of
thirty-six (36) months following the Date of Termination. Payment of the
Severance Payment shall be in addition to all other sums owed to Employee under
applicable law for all periods prior to the Date of Termination, including,
without limitation, sums owed in respect of accrued PTO, accrued bonus, if any,
and reimbursable expenses. Notwithstanding anything in this Agreement to the
contrary no bonus shall be deemed to have been accrued unless and until any such
bonus has been duly authorized by the Bank's Board of Directors or a duly
authorized committee thereof.

                    (e) With respect to any stock options issued to the Employee
that were outstanding on the Date of Termination, any options which were not
fully vested and exercisable on the Date of Termination shall automatically
become exercisable upon the Date of Termination, and shall remain exercisable in
full for a period of ninety (90) days following the Communication Date.

                    (f) Upon the occurrence of an Event of Termination, the Bank
will cause to be continued for the Employee and his previously covered
dependents life, medical, dental and disability coverage that the Employee
agrees is substantially equivalent to the coverage maintained by the Bank or the
Holding Company for Employee and his dependents prior to the Date of Termination
at no cost to the Employee, except to the extent such coverage may be changed in
its application to all Bank or Holding Company employees. Such coverage shall
cease upon the expiration of the remaining term of this Agreement.

               10.  Termination of Employee for Cause.

                    (a) The Bank's board of directors may terminate the
Employee's employment at any time, but any termination by the Bank's board of
directors other than termination for cause, shall not prejudice the Employee's
right to compensation or other benefits

                                        5



under the contract. The Employee shall have no right to receive compensation or
other benefits for any period after termination for cause. Termination for cause
shall include termination because of the Employee's personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule, or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order, or material breach of any provision of the
contract.

               (b)  If Employee is suspended and/or temporarily prohibited from
participating in the conduct of the Bank's affairs by a notice served under
section 8 (e) (3) or (g) (1) of the Federal Deposit Insurance Act (12 U.S.C.
1818 (e) (3) and (g) (1)) the Bank's obligations under this Agreement shall be
suspended as of the date of service unless stayed by appropriate proceedings.
If the charges in the notice are dismissed, the Bank may in its discretion (i)
pay Employee all or part of the compensation withheld while its contract
obligations were suspended, and (ii) reinstate (in whole or in part) any of its
obligations which were suspended.

               (c)  If Employee is removed and/or permanently prohibited from
participating in the conduct of the Bank's affairs by an order issued under
section 8 (e) (4) or (g) (1) of the Federal Deposit Insurance Act (12 U.S.C.
1818 (e) (4) or (g) (1)), all obligations of the Bank under this Agreement shall
terminate as of the effective date of the order, but vested rights of the
contracting parties shall not be affected.

               (d)  If the Bank is in default (as defined in section 3 (x) (1)
of the Federal Deposit Insurance Act), all obligations under this Agreement
shall terminate as of the date of default but this paragraph (g) shall not
affect any vested rights of the contracting parties.

               (e)  All obligations under this Agreement shal1 be terminated,
except to the extent determined that continuation of the contract is necessary
of the continued operation of the Bank:

                    (i)  By the director of the OTS (the "Director") or his or
her designee, at the time the Federal Deposit Insurance Corporation or
Resolution Trust Corporation enters into an agreement to provide assistance to
or on behalf of the Bank under the authority contained in 13 (C) of the Federal
Deposit Insurance Act; or

                    (ii) By the Director or his or her designee, at the time the
Director or his or her designee approves a supervisory merger to resolve
problems related to operation of the Bank or when the Bank is determined by the
Director to be in an unsafe or unsound condition.

                    Any rights of the parties that have already vested, however,
     shall not be affected by such action.

               11.  Termination Upon Employee's Death; Effect of Termination on
Other Plans.

     Notwithstanding anything herein contained, if Employee shall die, this
Agreement shall terminate one (1) year from the date of Employee's death,
whereupon Employee's estate shall be entitled to receive his salary, accrued
PTO, and any bonus earned up through the date of termination. Such termination
shall not affect any rights which Employee may have at the time

                                        6



of his death pursuant to any of the Bank's plans or arrangements for insurance,
PTO or stock options, or for any other death benefit, bonus, or retirement
benefit, which accrued rights thereafter shall be enjoyed by Employee's estate
and continue to be governed by the provision of such plans and arrangements to
the extent they are not inconsistent with the terms of this Agreement. The Bank
will cause to be continued for the Employee's previously covered dependants
life, medical and dental coverage that is substantially equivalent to the
coverage maintained by the Bank or the Holding Company for Employee's dependants
prior to the Employee's death at no cost to the Employee. Such Coverage shall
cease upon the expiration of the remaining term of this Agreement.

               12.  Change in Control.

                    (a) For purposes of this Agreement, a "Change in Control" of
the Bank or Holding Company shall mean an event of a nature that: (i) would be
required to be reported in response to Item I(a) of the current report on Form
8-K, as in effect on the date hereof, pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"); or (ii)
results in a Change in Control of the Bank or the Holding Company within the
meaning of the Home Owners' Loan Act of 1933, as amended, the Federal Deposit
Insurance Act and the Rules and Regulations promulgated by the OTS (or its
predecessor agency), as in effect on the date hereof (provided, that in applying
the definition of change in control as set forth under the rules and regulations
of the OTS, the Board of Directors shall substitute its judgment for that of the
OTS); or (iii) without limitation such a Change in Control shall be deemed to
have occurred at such time as (A) any "person" (as the term is used in Sections
13(d) and 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting
securities of the Bank or the Holding Company representing 20% or more of the
Bank's or the Holding Company's outstanding voting securities or right to
acquire such securities except for any voting securities of the Bank purchased
by the Holding Company and any voting securities purchased by any employee
benefit plan of the Bank or the Holding Company, or (B) individuals who
constitute the Board of Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof, provided that
any person becoming a director subsequent to the date hereof whose election was
approved by a vote of at least three-quarters of the directors comprising the
Incumbent Board, or whose nomination for election by the Holding Company's
stockholders was approved by a Nominating Committee solely comprised of members
who are Incumbent Board members, shall be, for purposes of this clause (B),
considered as though he were a member of the Incumbent Board, (C) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Holding Company or similar transaction occurs or is
effectuated in which the Bank or Holding Company is not the resulting entity;
provided, however, that such an event listed above will be deemed to have
occurred or to have been effectuated upon the receipt of all required federal
regulatory approvals not including the lapse of any statutory waiting periods,
or (D) a proxy statement shall be distributed soliciting proxies from
stockholders of the Holding Company, by someone other than the current
management of the Holding Company, seeking stockholder approval of a plan of
reorganization, merger or consolidation of the Holding Company or Bank with one
or more corporations as a result of which the outstanding shares of the class of
securities then subject to such plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Rank or the
Holding Company shall be

                                        7



distributed; or (E) a tender offer is made and accepted for 20% or more of the
voting securities of the Bank or Holding Company then outstanding.

The change in composition of the Board of Directors occasioned by a
conservatorship or receivership, or by directive of the OTS (or its successor),
should not be construed as a Change in Control for the purposes of triggering
the obligations to render compensation under this Agreement.

               (b)  If a Change in Control has occurred pursuant to Section
12(a) above or the Board of Directors has determined that a Change in Control
has occurred, Employee shall be entitled to the benefits provided in paragraphs
(c), and (d) of this Section 12 upon his subsequent termination of employment at
any time during the term of this Agreement due to: (1) Employee's dismissal or
(2) Employee's voluntary resignation unless such termination is because of his
death or Termination for Cause.

               (c)  Upon Employee's entitlement to benefits pursuant to Section
12(b), the Bank shall pay Employee, or in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the case may be, as severance
pay or liquidated damages, or both a sum equal to the greater of: (1) the
payments due for the remaining term of the Agreement; or (2) three (3) times
Employee's highest annual compensation for the last five (5) years (such
payment, the Severance Payment). Such annual compensation shall include base
salary, commissions, bonuses, contributions or accruals on behalf of Employee to
any pension and profit sharing plans, including any non-qualified, deferred
compensation or salary continuation plans, any benefits to be paid or received
under any stock-based benefit plan, severance payments, directors or committee
fees and value of fringe benefits paid or to be paid to the Employee during such
years. At the election of the Employee, the Severance Payment shall be made to
Employee: (a) in a lump sum on the Date of Termination, or (b) on a semi-monthly
basis in approximately equal installments over a period of thirty-six (36)
months following the Date of Termination or (c) on an annual basis in
approximately equal installments over a period of thirty-six (36) months
following the Date of Termination. Payment of the Severance Payment shall be in
addition to all other sums owed to Employee under applicable law for all periods
prior to the Date of Termination, including, without limitation, sums owed in
respect of accrued PTO, accrued bonus, if any, and reimbursable expenses.
Notwithstanding anything in this Agreement to the contrary no bonus shall be
deemed to have been accrued unless and until any such bonus has been duly
authorized by the Bank's Board of Directors or a duty authorized committee
thereof. Such payments shall not be reduced in the event Employee obtains other
employment following termination of employment.

               (d)  Upon the Employee's entitlement to benefits pursuant to
Section 12(b), the Bank will cause to be continued for the Employee and his
previously covered dependents life, medical, dental and disability coverage that
the Employee agrees is substantially equivalent to the coverage maintained by
the Bank for Employee and his dependents prior to his termination at no cost to
the Employee. Such coverage and payments shall cease upon the expiration of
thirty-six (36) months following the Date of Termination.

                                       8



               13.  Parachute Payment Provision.

                    (a)  Benefit Limit. The following limitation shall apply in
the event, but only in the event, that any payment received or to be received by
Employee pursuant to this Agreement ("Payment") would constitute a parachute
payment within the meaning of Section 28OG of the Internal Revenue Code of 1986,
as amended (the "Code"):

                    The aggregate present value of those Payments shall be
limited in amount to the greater of the following dollar amounts (the "Benefit
Limit"):

                    (i)  2.99 times Executive's Average Compensation, or

                    (ii) Payments under this Agreement after taking into account
                         any excise tax imposed under Code Section 4999 on those
                         Payments.

                    The present value of the Payments will be measured as of the
Change in Control and determined in accordance with the provisions of Code
Section 280G(d)(4).

                    As used in this Section 13(a), the term "Average
Compensation" means the average of Employee's W-2 wages from the Bank for the
five (5) calendar years (or such fewer number of calendar years of employment
with the Bank) completed immediately prior to the calendar year in which the
Change of Control is effected. Any W-2 wages for a partial year of employment
will be annualized, in accordance with the frequency which such wages are paid
during such partial year before inclusion in Average Compensation.

                    (b)  Resolution Procedure. For purposes of the foregoing
Benefit Limit, in the event there is any disagreement between Employee and the
Bank as to whether one or more payments to which Employee becomes entitled under
this Agreement constitute parachute payments under Code Section 280G or as to
the determination of the present value thereof such dispute will be resolved as
follows:

                         (i)  In the event temporary, proposed or final Treasury
     Regulations in effect at the time under Code Section 280G (or applicable
     judicial decisions) specifically address the status of any such payment or
     the method of valuation therefor, the characterization afforded to such
     payment by the Regulations (or such decisions) will, together with the
     applicable valuation methodology, be controlling.

                         (ii) In the event Treasury Regulations (or applicable
     judicial decisions) do not address the status of any payment in dispute,
     the matter will be submitted for resolution to a nationally-recognized
     independent accounting firm mutually acceptable to Employee and the Bank
     ("Independent Accountant"). The resolution reached by the Independent
     Accountant will be final and controlling; provided, however, that if in the
     judgment of the Independent Accountant the status of the payment in dispute
     can be resolved through the obtainment of a private letter ruling from the
     Internal Revenue Service, a formal and proper request for such ruling will
     be prepared and submitted, and the determination made by the Internal
     Revenue Service in the issued ruling will be controlling. All expenses
     incurred in connection with the retention of the

                                        9



     Independent Accountant and (if applicable) the preparation and submission
     of the ruling request shall be borne by the Bank.

               (c)  Reduction of Benefits. To the extent the aggregate present
value of Employee's Payments pursuant to Section 12 would exceed the Benefit
Limit, the salary payments will first be reduced, and then accelerated vesting
of Employee's options would be reduced, to the extent necessary to assure that
such Benefit Limit is not exceeded.

               (d)  Notwithstanding the foregoing, any payments made to Employee
pursuant to this Agreement, or otherwise: are subject to and conditioned upon
their compliance with 12 U.S.C. (S) 1828(k) and any regulations promulgated
thereunder.

          14.  Modification.

               This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof, supersedes all existing agreements
between them concerning such subject matter, and may be modified only by written
instrument duly executed by each party.

          15.  Notices.

               Any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested or delivered against receipt to the party at the
address set forth following the signature line of this Agreement or to such
other address as the party shall have furnished in writing. Notice to the estate
of Employee shall be sufficient if addressed to Employee as provided in this
Section 15. Any notice or other communication given by certified mail shall be
deemed given at the time of certification thereof, except for a notice changing
a party's address which shall be deemed given at the time of receipt thereof.

          16.  Dispute Resolution Procedures.

               Except with respect to any claim for equitable relief (the
pursuit of which shall not be subject to the provisions of this Section 16), any
controversy or claim arising out of this Agreement or the Employee's employment
with the Bank or the termination thereof, including, but not limited to, any
claim of discrimination under state or federal law, shall be settled by binding
arbitration in accordance with the Rules of the American Arbitration
Association; and judgment upon the award rendered in such arbitration shall be
final and may be entered in any court having jurisdiction thereof. Notice of the
demand for arbitration shall be filed in writing with the other party to this
Agreement and with the American Arbitration Association. In no event shall the
demand for arbitration be made after the date when the institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statute of limitations. This agreement to
arbitrate shall be specifically enforceable under the prevailing arbitration
law. Any party desiring to initiate arbitration procedures hereunder shall serve
written notice on the other party. The parties agree that an arbitrator shall be
selected pursuant to these provisions within thirty (30) days of the service of
the notice of arbitration. In the event of any arbitration pursuant to these
provisions, the parties shall retain the rights of all discovery provided
pursuant to the California

                                       10



Code of Civil Procedure and the Rules thereunder. Any arbitration initiated
pursuant to these provisions shall be on an expedited basis and the dispute
shall be heard within one hundred twenty (120) days following the serving of the
notice of arbitration and a written decision shall be rendered within sixty (60)
days thereafter. All rights, causes of action, remedies and defenses available
under California law and equity are available to the parties hereto and shal1 be
applicable as though in a court of law. The parties shall share equally all
costs of any such arbitration.

          17.  Miscellaneous.

               (a)  This Agreement is drawn to be effective in the State of
California and shall be construed in accordance with California laws, except to
the extent superseded by federal law. The parties specifically acknowledge that
while the restrictions contained in Section 131 of the Federal Deposit Insurance
Corporation Improvement Act of 1991, relating to the payment of bonuses and
increases for senior executive officers of institutions which are deemed
"undercapitalized", do not currently apply to the Bank, such provisions may
affect the terms of this Agreement if during its term the Bank should be deemed
undercapitalized by either the OTS or the FDIC. No amendment or variation of the
terms of this Agreement shall be valid unless made in writing and signed by
Employee and a duly authorized representative of the Bank.

               (b)  Any waiver by either party of a breach of any provision of
this Agreement shall not operate as to be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.

               (c)  Employee's rights and obligations under this Agreement shall
not be transferable by assignment or otherwise, such rights shall not be subject
to commutation, encumbrance or the claims of Employee's creditors, and any
attempt to do any of the foregoing shall be void. The provisions of this
Agreement shall be binding upon and inure to the benefit of the Bank and its
successors and those who are its assigns under Section 12.

               (d)  This Agreement does not create, and shall not be construed
as creating, any rights enforceable by a person not a party to this Agreement
(except as provided in subsection (c) above).

               (e)  The headings in this Agreement are solely for the
convenience of reference and shall be given no effect on the construction or
interpretation of this Agreement.

               (f)  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. It shall be governed by
and construed in accordance with the laws of the State of California, without
giving effect to conflict of laws, except where federal law governs.

                                       11



               18.  Resignation as Director Upon Termination.

                    Upon termination of this Agreement, Employee, if he is then
serving as a director of the Bank, agrees to immediately resign his position as
a director as well as all other positions he may hold until the Bank or any
related or affiliated entity by giving written notice of his resignation to the
Chairman of the Board of Directors of the Bank.

                    IN WITNESS WHEREOF, the Bank and Employee have executed this
Agreement to be effective as of the day and year written above.

          BANK:                 Commercial Capital Bank
                                a federal savings bank

                                By:     /s/ Stephen H. Gordon
                                        --------------------------------
                                        Stephen H. Gordon
                                        Chairman and Chief Executive Officer

                                Address:________________________________________
                                        ________________________________________

          EMPLOYEE:             /s/ Scott F. Kavanaugh
                                ------------------------------------------------
                                Scott F. Kavanaugh

                                Address:________________________________________
                                        ________________________________________

                                       12



                              Employment Agreement

                                    Addendum

Effective as of January 1, 2002, compensation for Scott F. Kavanaugh at
Commercial Capital Bank will be $412,500.


                                                /s/ Stephen H. Gordon
                                                --------------------------------
                                                Stephen H. Gordon
                                                Chairman & CEO

EX-10.7

                                                                   EXHIBIT 10.7

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

                        AMENDED AND RESTATED DECLARATION

                                    OF TRUST

                               CCB CAPITAL TRUST I

                          Dated as of November 28, 2001

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



                                TABLE OF CONTENTS



                                                                                                  PAGE
                                                                                                 
                                    ARTICLE I
                         INTERPRETATION AND DEFINITIONS

Section 1.1         Definitions..................................................................    2

                                   ARTICLE II
                                  ORGANIZATION

Section 2.1         Name.........................................................................    9

Section 2.2         Office.......................................................................    9

Section 2.3         Purpose......................................................................   10

Section 2.4         Authority....................................................................   10

Section 2.5         Title to Property of the Trust...............................................   10

Section 2.6         Powers and Duties of the Trustees and the Administrators.....................   10

Section 2.7         Prohibition of Actions by the Trust and the Trustees.........................   15

Section 2.8         Powers and Duties of the Institutional Trustee...............................   16

Section 2.9         Certain Duties and Responsibilities of the Trustees and Administrators.......   17

Section 2.10        Certain Rights of Institutional Trustee......................................   19

Section 2.11        Delaware Trustee.............................................................   22

Section 2.12        Execution of Documents.......................................................   22

Section 2.13        Not Responsible for Recitals or Issuance of Securities.......................   22

Section 2.14        Duration of Trust............................................................   22

Section 2.15        Mergers......................................................................   22

                                   ARTICLE III
                                     SPONSOR

Section 3.1         Sponsor's Purchase of Common Securities......................................   24

Section 3.2         Responsibilities of the Sponsor..............................................   24

                                   ARTICLE IV
                           TRUSTEES AND ADMINISTRATORS

Section 4.1         Number of Trustees...........................................................   25

Section 4.2         Delaware Trustee.............................................................   25

Section 4.3         Institutional Trustee; Eligibility...........................................   25

Section 4.4         Certain Qualifications of the Delaware Trustee Generally.....................   26

Section 4.5         Administrators...............................................................   26


                                       -i-



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                  PAGE
                                                                                                 
Section 4.6         Initial Delaware Trustee.....................................................   26

Section 4.7         Appointment, Removal and Resignation of Trustees and
                    Administrators...............................................................   26

Section 4.8         Vacancies Among Trustees.....................................................   28

Section 4.9         Effect of Vacancies..........................................................   28

Section 4.10        Meetings of the Trustees and the Administrators..............................   29

Section 4.11        Delegation of Power..........................................................   29

Section 4.12        Conversion, Consolidation or Succession to Business..........................   29

                                    ARTICLE V
                                  DISTRIBUTIONS

Section 5.1         Distributions................................................................   30

                                   ARTICLE VI
                             ISSUANCE OF SECURITIES

Section 6.1         General Provisions Regarding Securities......................................   30

Section 6.2         Paying Agent, Transfer Agent, Calculation Agent and Registrar................   31

Section 6.3         Form and Dating..............................................................   32

Section 6.4         Mutilated, Destroyed, Lost or Stolen Certificates............................   32

Section 6.5         Temporary Securities.........................................................   32

Section 6.6         Cancellation.................................................................   33

Section 6.7         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......................................................   39

                                   ARTICLE IX
      LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

Section 9.1         Liability....................................................................   40

Section 9.2         Exculpation..................................................................   40


                                      -ii-



                                TABLE OF CONTENTS
                                   (continued)


                                                                                                  PAGE
                                                                                                 
Section 9.3         Fiduciary Duty...............................................................   41

Section 9.4         Indemnification..............................................................   41

Section 9.5         Outside Businesses...........................................................   44

Section 9.6         Compensation; Fee............................................................   44

                                    ARTICLE X
                                   ACCOUNTING

Section 10.1         Fiscal Year.................................................................   45

Section 10.2         Certain Accounting Matters..................................................   45

Section 10.3         Banking.....................................................................   46

Section 10.4         Withholding.................................................................   46

                                   ARTICLE XI
                             AMENDMENTS AND MEETINGS

Section 11.1        Amendments...................................................................   46

Section 11.2        Meetings of the Holders of Securities; Action by Written Consent.............   48

                                   ARTICLE XII
          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

Section 12.1        Representations and Warranties of Institutional Trustee......................   50

Section 12.2        Representations and Warranties of Delaware Trustee...........................   51

                                  ARTICLE XIII
                                  MISCELLANEOUS

Section 13.1        Notices......................................................................   52

Section 13.2        Governing Law................................................................   53

Section 13.3        Submission to Jurisdiction...................................................   53

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.......................................................   54

Section 13.8        Counterparts.................................................................   54


                                      -iii-



                              ANNEXES AND EXHIBITS

ANNEX I             Terms of Floating Rate MMCapS(SM)

EXHIBIT A-l         Form of Capital Securities Certificate

EXHIBIT A-2         Form of Common Securities Certificate

EXHIBIT B           Form of Transferee Certificate to be Executed by Transferees
                    Other than QIBs

EXHIBIT C           Form of Transferee Certificate to be Executed for QIBs

                                       iv



                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                               CCB CAPITAL TRUST I

                                November 28, 2001

          AMENDED AND RESTATED DECLARATION OF TRUST (this "Declaration") dated
and effective as of November 28, 2001, 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 CCB Capital Trust I (the "Trust"), a statutory business trust under
the Business Trust Act (as defined herein) pursuant to a Declaration of Trust
dated as of October 12, 2001 (the "Original Declaration"), and a Certificate of
Trust filed with the Secretary of State of the State of Delaware on November 9,
2001, 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 MM Community Funding II, Ltd 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 business trust under the Business Trust Act
and that this Declaration constitutes the governing instrument of such statutory
business trust, the Trustees declare that all assets contributed to the Trust
will be held in trust for the benefit of the holders, from time to time, of the
securities representing undivided beneficial interests in the assets of the
Trust issued hereunder, subject to the provisions of this Declaration 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 David S. DePillo, Stephen H. Gordon and
Christopher G. Hagerty, 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.

                                        2



          "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 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.

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

          "Business 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.

          "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
representing a Capital Security substantially in the form of Exhibit A-l.

          "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 Securities and Exchange Commission.

          "Common  Securities" has the meaning set forth in Section 6.1 (a).

                                        3



          "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.

          "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 shall at all times be
located in the United States and at the date of execution of this Declaration is
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration.

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

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

          "Debenture Issuer" means Commercial Capital Bancorp, Inc., a savings
and loan holding company incorporated in Nevada, in its capacity as issuer of
the Debentures under the Indenture.

          "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, 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 Floating Rate Junior Subordinated Debt
Securities due 2031 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
semi-annually from the date on which such Deferred Interest would otherwise have
been due and payable until paid or made available for payment.

                                        4



          "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.

          "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(b) of Annex I.

          "Event of Default" means the occurrence of an Indenture Event of
Default.

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

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

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

          "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 and the Delaware Trustee.

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

          "Guarantee" means the guarantee agreement to be dated as of November
28, 2001, 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
Business Trust Act.

          "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.

          "Indenture" means the Indenture dated as of November 28, 2001 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.

                                        5



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

          "Interest" means any interest due on the Debentures, including any
Deferred Interest and Defaulted Interest (as each such term is defined in the
Indenture).

          "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).

          "LIBOR Banking Day" has the meaning set forth in paragraph 2(b)(l)
of Annex I.

          "LIBOR Business Day" has the meaning set forth in paragraph 2(b)(l)
of Annex I.

          "LIBOR Determination Date" has the meaning set forth in paragraph
2(b)(l) 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.

          "OTS" has the meaning set forth in paragraph 3 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
provided for it 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;

                                        6



          (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.

          "Paying Agent" has the meaning specified in Section 6.2.

          "Payment Amount" has the meaning set forth in Section 5.1.

          "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
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).

          "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).

          "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.

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

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

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

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

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

                                        7



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

          "Relevant Trustee" has the meaning set forth in Section 4.7(a).

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

          "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 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.

          "Sponsor" means Commercial Capital Bancorp, Inc., a savings and loan
holding company that is a U.S. Person incorporated in Nevada, or any successor
entity in a merger, consolidation or amalgamation that is a U.S. Person, in its
capacity as sponsor of the Trust.

          "Successor Delaware Trustee" has the meaning set forth in Section
4.7(a).

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

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

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

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

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

          "10% in liquidation amount of the Securities" means Holder(s) of
outstanding Securities voting together as a single class or, as the context may
require, Holders of outstanding

                                        8



 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.

          "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 Indenture Act" means the Trust Indenture Act of 1939, as
amended.

          "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 a Section
7701(a)(30) of the Code.

                                   ARTICLE II

                                  ORGANIZATION

     Section 2.1   Name. The Trust is named "CCB Capital Trust I," 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 1
Venture, Third Floor, Irvine, California 92618. 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.

                                        9



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

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

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

          (a)      The Trustees and the Administrators shall conduct the affairs
of the Trust in accordance with the terms of this Declaration. Subject to the
limitations set forth in paragraph (b) of this Section, and in accordance with
the following provisions (i) and (ii), the 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;

                                       10



                   (B) to cause the Trust to enter into, and to execute, deliver
          and perform 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, a debenture
          subscription agreement between the Trust and the Sponsor and a common
          securities subscription agreement between the Trust and the Sponsor;

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

                   (D) if and at such time determined 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 Business 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;

                   (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

                                       11



          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 business
          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;

                   (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;

                                       12



                   (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 business
          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.

          (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

                                       13



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 subject
to reimbursement under Section 9.6(b), 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 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.

                                       14



          (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

          (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

                                       15



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.

                                       16



          (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 Capital Securities may
exercise such right of subrogation only so long as an 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.

          The Institutional Trustee must exercise the powers set forth in this
Section 2.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 2.3, and the Institutional Trustee shall not take
any action that is inconsistent with the purposes and functions of the Trust set
out in Section 2.3.

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

          (a)      The Institutional Trustee, before the occurrence of any Event
of Default (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

                                       17



into this Declaration against the Institutional Trustee. In case an Event of
Default (of which the Institutional Trustee has knowledge (as provided in
Section 2.10(m) hereof)), has occurred (that has not been cured or waived
pursuant to Section 6.7), 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 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 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:

                                       18



          (i)      the Institutional Trustee shall not be liable for any error
     or 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, 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

                                       19



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:

                                       20



          (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
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

                                       21



law, to perform any such act or acts, or to exercise any such right, power, duty
or obligation. No permissive power or authority available to the Institutional
Trustee shall be construed to be a duty.

     Section 2.11  Delaware Trustee. Notwithstanding any other provision of this
Declaration other than Section 4.2, 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 Business 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 Business Trust Act.

     Section 2.12  Execution of Documents. Unless otherwise determined in
writing by the Institutional Trustee, and except as otherwise required by the
Business 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(b) and (c) 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:

                                       22



                   (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, as the holder of the
     Debentures, 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 any
     Successor Securities will be listed 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' interest 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

                                       23



                   (C) following such merger, consolidation, amalgamation,
          replacement, conveyance, transfer or lease, the Trust (or the
          Successor Entity) will continue to be classified as a grantor trust
          for 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 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

                                       24



          (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.

                                   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 Business 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 Business
Trust Act.

     Section 4.3   Institutional Trustee; Eligibility. 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 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 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

                                       25



     Section 4.3(a)(iii), the combined capital and surplus of such corporation
     shall be deemed to be its combined capital and surplus as set forth in its
     most recent report of condition so published.

          (b)      If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 4.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in Section
4.7(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, the Institutional Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to this
Declaration.

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

     Section 4.4   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 Wilmington Trust Company.

     Section 4.7   Appointment, Removal and Resignation of Trustees and
Administrators.

          (a)      No resignation or removal of any Trustee (the "Relevant
Trustee") and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 4.7.

          Subject to the immediately preceding paragraph, 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, 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

                                       26



Relevant Trustee required by 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 Relevant Trustee. The Institutional Trustee shall have no
liability for the selection of such successor pursuant to this Section 4.7.

          Unless an Event of Default shall have occurred and be continuing, any
Trustee may be removed at any time by an act of the Holder 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 then outstanding 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.

          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 in the manner provided in Section 4.7(b) and shall give notice 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.

          Notwithstanding the foregoing or any other provision of this
Declaration, in the event a Delaware Trustee who is a natural person dies or is
adjudged by a court to have become incompetent or incapacitated, the vacancy
created by such death, incompetence or incapacity may be filled by the
Institutional Trustee following the procedures in this Section 4.7 (with the
successor being a Person who satisfies the eligibility requirement for a
Delaware Trustee set forth in this Declaration) (the "Successor Delaware
Trustee").

          (b)      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

                                       27



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 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.

          (c)      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.

          (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 Holders of the Common Securities.

          (e)      Any successor Delaware Trustee shall file an amendment to the
Certificate of Trust with the Delaware Secretary of State 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.

                                       28



     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 inperson 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 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; and

          (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  Conversion, Consolidation or Succession to Business. Any
Person into which the Institutional Trustee or the Delaware Trustee, as the case
may be, 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,

                                       29



 provided, further, that such Person shall file an amendment to the Certificate
 of Trust with the Delaware Secretary of State as contemplated in Section
 4.7(e).
                                    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 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.

                                   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-l, representing undivided beneficial interests in the assets
of the Trust 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 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; and 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

                                       30



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 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 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. 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 or one or more co-Registrars, or one or more co-Transfer Agents in such
other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent, the term "Registrar" includes any additional registrar
or co-Registrar and the term "Transfer Agent" includes any additional transfer
agent. The Administrators may change any Paying Agent, Transfer Agent or
Registrar at any time without prior notice to any Holder. The Administrators
shall notify the Institutional Trustee of the name and address of any Paying
Agent, Transfer Agent and Registrar not a party to this Declaration. The
Administrators hereby initially appoint the Institutional Trustee to act as
Paying Agent, Transfer Agent and Registrar for the Capital Securities and the
Common Securities 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.

          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, in its individual capacity
and not as Institutional Trustee, as Calculation Agent.

                                       31



     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-l, 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 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.

          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   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 bonafide 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 form of definitive Securities but
may have variations that the Administrators consider

                                       32



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 6.6   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, 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.

          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,

                                       33



                   (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 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 nonpayment 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.

          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
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 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

                                       34



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 8, 2036, 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;

          (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 Business 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.

                                       35



                                  ARTICLE VIII

                              TRANSFER OF INTERESTS

     Section 8.1   General, (a) 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 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 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.

          (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 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 similar to Exhibits B
and C 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)      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

                                       36



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)      General. (i) 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 licensed to practice law in the State of New York, 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)      Transfer and Exchange of Capital Securities. 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 of another number, 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 transferee
substantially in the form set forth as Exhibit C hereto or (ii) if such Capital
Securities are being transferred otherwise than to a QIB, accompanied by a
certificate of the transferee substantially in the form set forth as Exhibit B
hereto.

          (c)      Legend. Except as permitted by Section 8.2(a), each Capital
Security shall bear a legend (the "Restricted Securities Legend") in
substantially the following form:

          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

                                       37



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 REGISTRATION 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 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 AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

          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 EXEMPT1VE 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

                                       38



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 DECLARATION 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)      Minimum Transfers. 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 voided 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.

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

                                       39



                                   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 Business 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 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.

                                       40



     Section 9.3   Fiduciary Duty. 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.

          (a)      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
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) by reason of the fact
that he 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 him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the Indemnified Person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

          (ii)     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 by reason of
     the fact that he is or was an Indemnified Person against expenses
     (including 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 and except that no such
     indemnification shall be made in respect of any

                                       41



     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, 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.

          (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 he 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 he 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 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 did not believe to be in or not opposed to 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, or (2) in the

                                       42



     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 his 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 his 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 his 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
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 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 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.

          (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 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.

          (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,

                                       43



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.

          (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.

          The provisions of this Section 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.

     Section 9.6   Compensation; Fee. The Sponsor agrees:

          (a)      to pay to the Trustees from time to time such compensation
for all services rendered by them hereunder as the parties shall agree 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

                                       44



          (b)      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.

          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 10K and
Form 10Q prepared by the Sponsor and filed with the Commission in accordance
with the Securities Exchange Act of 1934 to be delivered to each Holder of
Securities, within 90 days after the filing of each Form 10K and within 30 days
after the filing of each Form 10Q 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 Administrators
shall endeavor to deliver all such statements within 30 days after the end of
each Fiscal Year of the Trust.

                                       45



          (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 MM
Community Funding II, Ltd, the Administrators will cause the Sponsor's reports
on Form H-b(11) to be delivered to the Holder promptly following their filing
with the OTS.

     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

          (i)      the Institutional Trustee,

                                       46



          (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" or its then equivalent in the guidelines or regulations
          issued by the OTS; provided that, the Debenture Issuer shall have
          become, or pursuant to law or regulation will become within 180 days,
          subject to capital requirements.

          (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.

                                       47



          (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 (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;

          (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 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

                                       48



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 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 Business 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

                                       49



     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 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 with trust
powers, duly organized, validly existing and in good standing under the laws of
the State of Delaware with trust power and authority to execute and deliver, and
to carry out and perform its obligations under the terms of, this Declaration;

          (b)      the 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 corporate
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

                                       50



          (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.

     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
Business Trust Act.

                                       51



                                  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):

                       CCB Capital Trust I
                       1 Venture, Third Floor
                       Irvine, California 92618
                       Attention: Christopher G. Hagerty
                       Telecopy: 949-585-0174
                       Telephone: 949-585-7500

          (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):

                       Wilmington Trust Company
                       Rodney Square North
                       1100 North Market Street
                       Wilmington, Delaware 19890-0001
                       Attention: Corporate Trust Administration
                       Telecopy: (302) 651-8882
                       Telephone: (302) 651-1000

          (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):

                       Wilmington Trust Company
                       Rodney Square North
                       1100 North Market Street
                       Wilmington, Delaware 19890-0001
                       Attention: Corporate Trust Administration
                       Telecopy: (302) 651-8882
                       Telephone: (302) 651-1000

                                       52



          (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):

                       Commercial Capital Bancorp, Inc.
                       1 Venture, Third Floor
                       Irvine, California 92618
                       Attention: Christopher G. Hagerty
                       Telecopy: 949-585-0174
                       Telephone: 949-585-7500

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

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

     Section 13.2  Governing Law. This Declaration and the rights 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. 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 and the United State District Courts, in
each case located in the Borough of Manhattan, City and State of New York, and
further agrees to submit to the jurisdiction of 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.

          Each of the Sponsor and the Holder of the Common Securities
irrevocably consents to the service of process on it in any such suit, action or
proceeding in any such court by

                                       53



the mailing thereof by registered or certified mail, postage prepaid, to it at
its address given in or pursuant to Section 13.1 hereof.

          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 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.

                                       54



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


                                        WILMINGTON TRUST COMPANY,
                                            as Delaware Trustee


                                        By: /s/ Denise M. Geran
                                            ------------------------------------
                                            Name: DENISE M.GERAN
                                            Title: ASSISTANT VICE PRESIDENT


                                        WILMINGTON TRUST COMPANY,
                                            as Institutional Trustee


                                        By: /s/ Denise M. Geran
                                            ------------------------------------
                                            Name: DENISE M.GERAN
                                            Title: ASSISTANT VICE PRESIDENT


                                        COMMERCIAL CAPITAL BANCORP, INC,
                                            as Sponsor


                                        By:
                                            ------------------------------------
                                            Stephen H. Gordon
                                            Chairman and Chief Executive Officer


                                            ------------------------------------
                                            Stephen H. Gordon
                                            Administrator


                                            ------------------------------------
                                            David S. DePillo
                                            Administrator


                                            ------------------------------------
                                            Christopher G. Hagerty
                                            Administrator




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


                                        WILMINGTON TRUST COMPANY,
                                            as Delaware Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        WILMINGTON TRUST COMPANY,
                                            as Institutional Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                        COMMERCIAL CAPITAL BANCORP, INC.,
                                            as Sponsor


                                        By  /s/ Stephen H. Gordon
                                            ------------------------------------
                                            Stephen H. Gordon
                                            Chairman and Chief Executive Officer


                                        By  /s/ Stephen H. Gordon
                                            ------------------------------------
                                            Stephen H. Gordon
                                            Administrator


                                        By  /s/ David S. DePillo
                                            ------------------------------------
                                            David S. DePillo
                                            Administrator


                                        By  /s/ Christopher G. Hagerty
                                            ------------------------------------
                                            Christopher G. Hagerty
                                            Administrator



                                     ANNEX I

                                    TERMS OF
                             FLOATING RATE MMCapS(SM)
                        FLOATING RATE COMMON SECURITIES

          Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of November 28, 2001 (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. Fifteen Thousand Capital Securities of CCB
Capital Trust I (the "Trust"), with an aggregate stated liquidation amount with
respect to the assets of the Trust of Fifteen Million Dollars ($15,000,000) 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 "Floating Rate MMCapS(SM)" (the "Capital Securities"). The Capital
Security Certificates evidencing the Capital Securities shall be substantially
in the form of Exhibit A-l 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. Four Hundred Sixty-Four 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 Four Hundred Sixty-Four Thousand Dollars
($464,000) 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 variable per annum rate of interest, reset semi-annually, equal
to LIBOR (as defined in the Declaration) plus 3.75% (the "Coupon 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;
provided, that the applicable Coupon Rate may not exceed 11.0% through the
Interest Payment Date in December, 2006. Except as set forth below in respect of
an Extension Period, Distributions in arrears for more than one semi-annual
period will bear interest thereon compounded semi-annually at the applicable
Coupon Rate for each such semi-annual period (to the extent permitted by
applicable law). The term "Distributions" as used herein includes cash
distributions and any such compounded distributions payable unless otherwise
stated. A Distribution is payable only to the extent that payments are made in
respect of the

                                      A-I-1



Debentures held by the Institutional Trustee and to the extent the Institutional
Trustee has funds available in the Property Account therefor. The amount of
Distributions payable for any period will be computed for any full semi-annual
period on the basis of a 360-day year and the actual number of days elapsed in
the relevant period.

          (b)    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 December 15th and June 15th (except, with respect to the first interest
     payment period, on November 26, 2001), (each such day, a "LIBOR
     Determination Date"), LIBOR shall equal the rate, as obtained by the
     Calculation Agent for six-month Eurodollar 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 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 or such other page as may replace such 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 six-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. (New York 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 quotations, 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 six-month U.S. Dollar deposits
     in Europe at approximately 11:00 a.m. (New York 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.

                                      A-I-2



          (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 Coupon
Rate in effect for the related interest payment period. The Calculation Agent
shall, upon the request of the holder of any Debt 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 Company and the Holders of the Debt Securities. The Paying Agent shall be
entitled to rely on information received from the Calculation Agent or the
Company as to the Coupon 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.

          (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, semi-annually in arrears on
June 8th and December 8th of each year, commencing on June 8, 2002 (each, a
"Distribution Payment Date"). 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 10 consecutive semi-annual 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) although such interest would continue to accrue on the Debentures, and
interest will accrue on such Deferred Interest at an annual rate equal to the
Coupon Rate in effect for each such Extension Period, compounded semi-annually
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; 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 liquidation payment with respect to, any of the Debenture Issuer's capital
stock 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
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

                                      A-I-3



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 10 consecutive semi-annual 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 each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. 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 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 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

                                      A-I-4



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 Business 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 Office of Thrift Supervision (the "OTS"), if then required under applicable
capital guidelines or policies of the OTS 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) December 8,
2036, the expiration of the term of the Trust, (ii) a Bankruptcy Event with
respect to the Sponsor, 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 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.

                                      A-I-5



          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.

          4.     Redemption and Distribution.

          (a)    The Debentures will mature on December 8, 2031. The Debentures
may be redeemed by the Debenture Issuer, in whole or in part, on any June 8th or
December 8th on or after December 8, 2006, at the Redemption Price, upon not
less than 30 days nor more than 60 day's notice to Holders of such Debentures.
In addition, upon the occurrence and continuation

                                      A-I-6



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 OTS, if then required under applicable capital guidelines or policies
of the OTS.

          "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, duties or
other governmental charges.

          "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 Debentures.

          "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 (a) any amendment to, or change in, the laws, rules or
regulations of the United States or any political subdivision thereof or
therein, or any rules, guidelines or policies of an applicable regulatory
authority for the Company or (b) 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

                                      A-I-7



original issuance of the Debentures, there is more than an insubstantial risk
that the Debenture Issuer 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 if the Company
were subject to such capital requirement) applied as if the Company (or its
successors) were a bank holding company for purposes of the capital adequacy
guidelines of the Federal Reserve (or any successor regulatory authority with
jurisdiction over bank holding companies), or any capital adequacy guidelines as
then in effect and applicable to the Debenture Issuer; provided, 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 December 8, 2006.

          "Special Redemption Price" means (1) if the Special Redemption Date is
before December 8, 2006, the greater of (a) 100% of the principal amount of the
Debentures being redeemed pursuant to Section 10.02 of the Indenture or (b) as
determined by a Quotation Agent, the sum of the present values of the principal
amount payable as part of the Redemption Price with respect to a redemption as
of December 8, 2006 together with the present value of interest payments
calculated at a fixed per annum rate of interest equal to 9.95% over the
Remaining Life of such Debentures, discounted to the Special Redemption Date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months)
at the Treasury Rate plus 0.50% plus, in the case of either (a) or (b), accrued
and unpaid interest on such Debentures to the Special Redemption Date and (2) if
the Special Redemption Date is on or after December 8, 2006, the Redemption
Price for such Special Redemption Date.

          "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 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 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 8, 2006, the two most closely corresponding United States Treasury
securities 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.

                                      A-I-8



          "Primary Treasury Dealer" shall mean a primary United States
Government securities dealer in New York City.

          "Quotation Agent" means Salomon Smith Barney Inc. and its successors;
provided, however, that if the foregoing shall cease to be a Primary Treasury
Dealer, the Debenture Issuer shall substitute therefor another Primary Treasury
Dealer.

          "Redemption Date" shall mean the date fixed for the redemption of
Capital Securities, which shall be any June 8th or December 8th on or after
December 8, 2006.

          "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.

          "Remaining Life" means, with respect to any Debentures the period from
the Special Redemption Date for such Debentures to December 8, 2006.

          "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.I5 (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 Remaining
Life (if no maturity is within three months before or after the Remaining Life,
yields for the two published maturities most closely corresponding to the
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 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 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, Securities having an aggregate liquidation amount equal to the
aggregate principal amount of the Debentures so repaid or redeemed;

                                      A-I-9



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 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 semi-annual 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 pay 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 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

                                     A-I-10



          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 (and without any interest or other payment in
          respect of any such delay) 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 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

                                     A-I-11



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, or (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 Capita] 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

                                     A-I-12



less than the 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

                                     A-I-13



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) waive any past
default and its consequences that are waivable under the Indenture or (iii)
exercise 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 approval of the
Holders of not less

                                     A-I-14



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-15



          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-16



                                   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"), 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 REGISTRATION 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 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 AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

          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

                                      A-1-1



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 DECLARATION 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-1-2



   Certificate Number [______]           Number of Capital Securities [_____]

                         [CUSIP NO_____________________]

                    Certificate Evidencing Capital Securities

                                       of

                               CCB Capital Trust I

                             Floating Rate MMCapS(SM)

                (liquidation amount $1,000 per Capital Security)

          CCB Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that[_________________]
(the "Holder") is the registered owner of [____________] capital securities of
the Trust representing undivided beneficial interests in the assets of the
Trust, designated the Floating Rate MMCapS(SM) (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 November
28, 2001, among David S. DePillo, Stephen H. Gordon, and Christopher G. Hagerty,
as Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington
Trust Company, as Institutional Trustee, Commercial Capital Bancorp, Inc., 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 (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 Trust at its principal
place of business.

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

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

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

                                      A-1-3



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

                                        CCB CAPITAL TRUST I

                                        By:
                                           -------------------------------------
                                           Name:
                                           Administrator

                                        Dated:
                                              ---------------------


                          CERTIFICATE OF AUTHENTICATION

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

                                        WILMINGTON TRUST COMPANY,
                                        not in its individual capacity but
                                        solely as the Institutional Trustee


                                        By:
                                           -------------------------------------
                                                    Authorized Officer

                                        Dated:
                                              ---------------------

                                      A-1-4



                          [FORM OF REVERSE OF SECURITY]

          Distributions payable on each Capital Security will be payable at a
variable per annum rate of interest, reset semi-annually, equal to LIBOR (as
defined in the Declaration) plus 3.75% (the "Coupon Rate") (provided, that the
applicable Coupon Rate may not exceed 1 1.0% through the Interest Payment Date
in December, 2006) 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 semi-annual period
will bear interest thereon compounded semi-annually at the applicable Coupon
Rate for each such semi-annual 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 available in the
Property Account therefor. The amount of Distributions payable for any period
will be computed for any full semi-annual 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 Capital
Securities will be cumulative, will accrue from the date of original issuance
and will be payable semi-annually in arrears on June 8th and December 8th of
each year, commencing on June 8, 2002 (each, a "Distribution Payment Date"). 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 10
consecutive semi-annual 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 semi-annually 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 10 consecutive semi-annual 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 each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. 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

                                     A-1-5



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



                                   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-1-7



                                   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     [_________]      Number of Common Securities [__________]

                   Certificate Evidencing Common Securities

                                       of

                               CCB Capital Trust I

          CCB Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that [____________]
(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 November 28, 2001, among David S. DePillo, Stephen H.
Gordon and Christopher G. Hagerty, as Administrators, Wilmington Trust Company,
as Delaware Trustee, Wilmington Trust Company, 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 (the "Declaration"). 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.

          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 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
this____day of ________________.

                                        CCB CAPITAL TRUST I

                                        By:
                                           -------------------------------------
                                           Name:
                                           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
variable per annum rate of interest, reset semi-annually, equal to LIBOR (as
defined in the Declaration) plus 3.75% (the "Coupon Rate") (provided, that the
applicable Coupon Rate may not exceed 11.0% through the Interest Payment Date in
December, 2006) 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 semi-annual period will bear
interest thereon compounded semi-annually at the applicable Coupon Rate for each
such semi-annual 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 available in the Property Account
therefor. The amount of Distributions payable for any period will be computed
for any full semi-annual 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 semi-annually in arrears on June 8th and December 8th of
each year, commencing on June 8, 2002 (each, a "Distribution Payment Date"). 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 10
consecutive semi-annual 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 would 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 semi-annually 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 10 consecutive semi-annual 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 each
installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Deferred Interest. 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

                                      A-2-4



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 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 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.

                                      A-2-6



                                                                       EXHIBIT B

                         FORM OF TRANSFEREE CERTIFICATE
                  TO BE EXECUTED BY TRANSFEREES OTHER THAN QIBS

                                                              _____________, [ ]

Commercial Capital Bancorp, Inc.
CCB Capital Trust I
1 Venture, Third Floor
Irvine, California 92618

          Re: Purchase of $1,000 stated liquidation amount of Floating Rate
              MMCapS(SM) (the "Capital Securities") of CCB Capital Trust I

Ladies and Gentlemen:

          In connection with our purchase of the Capital Securities we confirm
that:

          1.     We understand that the Floating Rate MMCapS(SM) (the "Capital
Securities") of CCB Capital Trust I (the "Trust") (including the guarantee (the
"Guarantee") of Commercial Capital Bancorp, Inc. (the "Company") executed in
connection therewith) and the Floating Rate Junior Subordinated Debt Securities
due 2031 of the Company (the "Subordinated Debt Securities") (the Capital
Securities, the Guarantee and the Subordinated Debt Securities together being
referred to herein as "Offered Securities"), have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold except as permitted in the following sentence. We agree on our
own behalf and on behalf of any investor account for which we are purchasing the
Offered Securities that, if, we decide to offer, sell or otherwise transfer any
such Offered Securities, such offer, sale or transfer will be made only (a) to
the Company or the Trust, (b) pursuant to Rule 144A under the Securities Act, to
a person we reasonably believe is a qualified institutional buyer under Rule
144A (a "QIB") that purchases for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule
144A, (c) pursuant to an exemption from registration 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 Offered Securities for its own account or
for the account of such an accredited investor for investment purposes and not
with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the Securities Act, or (d) pursuant to another available
exemption from the registration requirements of the Securities Act, and in each
of the foregoing cases in accordance with any applicable state securities laws
and any requirements of law that govern the disposition of our property. The
foregoing restrictions on resale will not apply subsequent to the date on which,
in the written opinion of counsel, the Capital Securities are not "restricted
securities" within the meaning of Rule 144 under the Securities Act. If any
resale or other transfer of the Offered Securities is proposed to be made
pursuant to clause (c) or (d) above the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Institutional
Trustee as Transfer Agent, which shall provide as applicable, among other
things, that the transferee is an "accredited investor" within

                                       B-1



the meaning of subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the
Securities Act that is acquiring such Securities for investment purposes and not
for distribution in violation of the Securities Act. We acknowledge on our
behalf and on behalf of any investor account for which we are purchasing
Securities that the Trust and the Company reserve the right prior to any offer,
sale or other transfer pursuant to clause (c) or (d) to require the delivery of
any opinion of counsel, certifications and/or other information satisfactory to
the Trust and the Company. We understand that the certificates for any Offered
Security that we receive will bear a legend substantially to the effect of the
foregoing.

          2.     We are an "accredited investor" within the meaning of
subparagraph (a) (1), (2), (3) or (7) of Rule 501 under the Securities Act
purchasing for our own account or for the account of such an "accredited
investor," and we are acquiring the Offered Securities for investment purposes
and not with view to, or for offer or sale in connection with, any distribution
in violation of the Securities Act, and we have such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of our investment in the Offered Securities, and we and any account for
which we are acting are each able to bear the economic risks of our or its
investment.

          3.     We are acquiring the Offered Securities purchased by us for our
own account (or for one or more accounts as to each of which we exercise sole
investment discretion and have authority to make, and do make, the statements
contained in this letter) and not with a view to any distribution of the Offered
Securities, subject, nevertheless, to the understanding that the disposition of
our property will at all times be and remain within our control.

          4.     In the event that we purchase any Capital Securities or any
Subordinated Debt Securities, we will acquire such Capital Securities having an
aggregate stated liquidation amount of not less than $100,000 or such
Subordinated Debt Securities having an aggregate principal amount not less than
$100,000, for our own account and for each separate account for which we are
acting.

          5.     We acknowledge that we either (A) are not a fiduciary of a
pension, profitsharing or other employee benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (a "Plan"), or an
entity whose assets include "plan assets" by reason of any Plan's investment in
the entity and are not purchasing the Offered Securities on behalf of or with
"plan assets" by reason of any Plan's investment in the entity and are not
purchasing the Offered Securities on behalf of or with "plan assets" of any Plan
or (B) are eligible for the exemptive relief available under one or more of the
following prohibited transaction class exemptions ("PTCEs") issued by the U.S.
Department of Labor: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14.

          6.     We acknowledge that the Trust and the Company and others will
rely upon the truth and accuracy of the foregoing acknowledgments,
representations, warranties and agreements and agree that if any of the
acknowledgments, representations, warranties and agreements deemed to have been
made by our purchase of the Offered Securities are no longer accurate, we shall
promptly notify the Placement Agents. If we are acquiring any Offered Securities
as a fiduciary or agent for one or more investor accounts, we represent that we
have sole discretion with respect to each such investor account and that we have
full power to make

                                       B-2



the foregoing acknowledgments, representations and agreement on behalf of each
such investor account.

                                        ________________________________________
                                           (Name of Purchaser)


                                        By:
                                           -------------------------------------

                                        Date:
                                             -----------------------------------

          Upon transfer, the Offered Securities would be registered in the name
of the new beneficial owner as follows.

Name:___________________________________

Address:________________________________

Taxpayer ID Number:_____________________

                                       B-3



                                                                       EXHIBIT C

                         FORM OF TRANSFEROR CERTIFICATE
                             TO BE EXECUTED FOR QIBs

                                                              _____________, [ ]

Commercial Capital Bancorp, Inc.
CCB Capital Trust I
1 Venture, Third Floor
Irvine, California 92618

          Re: Purchase of $1,000 stated liquidation amount of Floating Rate
              MMCapS(SM) (the "Capital Securities") of CCB Capital Trust I

          Reference is hereby made to the Amended and Restated Declaration dated
as of November 28, 2001 (the "Declaration") among David S. DePillo, Stephen H.
Gordon and Christopher G. Hagerty, as Administrators, Wilmington Trust Company,
as Delaware Trustee, Wilmington Trust Company, as Institutional Trustee,
Commercial Capital Bancorp, Inc., as Sponsor, and the holders from time to time
of undivided beneficial interest in the assets of CCB Capital Trust I.
Capitalized terms used but not defined herein shall have the meanings given them
in the Declaration.

          This letter relates to $___________________________ aggregate
liquidation amount of Capital Securities which are held in the name of [name of
transferor] (the "Transferor").

          In connection with such request, and in respect to such Capital
Securities, the transferor does hereby certify that such Capital Securities are
being transferred in accordance with (i) the transfer restrictions set forth in
the Capital Securities and (ii) Rule 144A under the United States Securities Act
of 1933, as amended ("Rule 144A"), to a transferee that the Transferor
reasonably believes is purchasing the Capital Securities for its own account or
an account with respect to which the transferee exercises sole investment
discretion and the transferee and any such account is a "qualified institutional
buyer" within the meaning of Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with applicable securities laws of
any state of the United States or any other jurisdiction.

                                       C-1



          You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby.


                                        ----------------------------------------
                                           (Name of Transferor)


                                        By:
                                           -------------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

                                        Date:
                                             -----------------------------------

                                           -------------------------------------

                                       C-2

EX-10.8

                                                                   Exhibit 10.8

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

                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  by and among

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                            as Institutional Trustee,

                FIRST UNION TRUST COMPANY, National Association,
                              as Delaware Trustee,

                        COMMERCIAL CAPITAL BANCORP, INC.
                                   as Sponsor,

                                       and

         STEPHEN H. GORDON, DAVID S. DEPILLO and CHRISTOPHER G. HAGERTY,
                           as Administrative Trustees,

                           Dated as of March 15, 2002

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



                                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       Authorization to Enter into Certain Transactions. ......................................   8

    Section 2.7       Prohibition of Actions by the Trust and the Administrative Trustees ....................  12

    Section 2.8       Powers and Duties of the Institutional Trustee .........................................  12

    Section 2.9       Certain Duties and Responsibilities of the Institutional Trustee and Administrative
            Trustees .........................................................................................  13

    Section 2.10      Certain Rights of Institutional Trustee ................................................  15

    Section 2.11      Execution of Documents .................................................................  17

    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 ......................................................................................  19

    Section 3.1       Sponsor's Purchase of Common Securities ................................................  19

    Section 3.2       Responsibilities of the Sponsor ........................................................  19

    Section 3.3       Expenses ...............................................................................  19

    Section 3.4       Right to Proceed .......................................................................  20

ARTICLE IV      TRUSTEES .....................................................................................  20

    Section 4.1       Number of Trustees. ....................................................................  20

    Section 4.2       Delaware Trustee. ......................................................................  20

    Section 4.3       Institutional Trustee; Eligibility .....................................................  20

    Section 4.4       Administrative Trustees. ...............................................................  21

    Section 4.5       Appointment, Removal and Resignation of Institutional Trustee, Delaware Trustee and
            Administrative Trustees ..........................................................................  21

    Section 4.6       Vacancies Among Trustees. ..............................................................  23

    Section 4.7       Effect of Vacancies ....................................................................  23

    Section 4.8       Meetings of the Institutional Trustee and the Administrative Trustees. .................  23

    Section 4.9       Delegation of Power ....................................................................  24

    Section 4.10      Conversion, Consolidation or Succession to Business ....................................  24


                                       i



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                              Page
                                                                                                              ----
                                                                                                           
ARTICLE V       DISTRIBUTIONS ................................................................................  25

    Section 5.1       Distributions ..........................................................................  25

ARTICLE VI      ISSUANCE OF SECURITIES .......................................................................  25

    Section 6.1       General Provisions Regarding Securities ................................................  25

    Section 6.2       Paying Agent, Transfer Agent and Registrar .............................................  26

    Section 6.3       Form and Dating ........................................................................  26

    Section 6.4       Mutilated, Destroyed, Lost or Stolen Certificates ......................................  26

    Section 6.5       Temporary Securities ...................................................................  27

    Section 6.6       Cancellation ...........................................................................  27

    Section 6.7       Rights of Holders; Waivers of Past Defaults ............................................  27

ARTICLE VII     DISSOLUTION AND TERMINATION OF TRUST .........................................................  29

    Section 7.1       Dissolution and Termination of Trust ...................................................  29

ARTICLE VIII    TRANSFER OF INTERESTS ........................................................................  30

    Section 8.1       General ................................................................................  30

    Section 8.2       Transfer Procedures and Restrictions ...................................................  30

    Section 8.3       Deemed Security Holders ................................................................  32

ARTICLE IX      LIMITATION OF LIABILITY OF HOLDERS OF  SECURITIES, TRUSTEES OR OTHERS ........................  33

    Section 9.1       Liability ..............................................................................  33

    Section 9.2       Exculpation ............................................................................  33

    Section 9.3       Fiduciary Duty .........................................................................  34

    Section 9.4       Indemnification ........................................................................  34

    Section 9.5       Outside Businesses .....................................................................  36

    Section 9.6       Compensation; Fee ......................................................................  37

ARTICLE X       ACCOUNTING ...................................................................................  37

    Section 10.1      Fiscal Year ............................................................................  37

    Section 10.2      Certain Accounting Matters .............................................................  37

    Section 10.3      Banking ................................................................................  38

    Section 10.4      Withholding ............................................................................  38

ARTICLE XI      AMENDMENTS AND MEETINGS ......................................................................  38

    Section 11.1      Amendments .............................................................................  38

    Section 11.2      Meetings of the Holders of Securities; Action by Written Consent .......................  40


                                       ii



                                TABLE OF CONTENTS
                                   (continued)



                                                                                                              Page
                                                                                                              ----
                                                                                                           
ARTICLE XII     REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE ................................  41

     Section 12.1      Representations and Warranties of Institutional Trustee ...............................  41

     Section 12.2      Representations and Warranties of Delaware Trustee ....................................  41

ARTICLE XIII    MISCELLANEOUS ................................................................................  42

     Section 13.1      Notices ...............................................................................  42

     Section 13.2      Governing Law .........................................................................  43

     Section 13.3      Intention of the Parties ..............................................................  43

     Section 13.4      Headings ..............................................................................  43

     Section 13.5      Successors and Assigns ................................................................  43

     Section 13.6      Partial Enforceability ................................................................  43

     Section 13.7      Counterparts ..........................................................................  44

EXHIBIT A-1  FORM OF CAPITAL SECURITY CERTIFICATE ............................................................   1

EXHIBIT A-2  FORM OF COMMON SECURITY CERTIFICATE .............................................................   1

EXHIBIT B  SPECIMEN OF INITIAL DEBENTURE .....................................................................   1

EXHIBIT C  PURCHASE AGREEMENT ................................................................................   1


                                      iii



                              AMENDED AND RESTATED

                              DECLARATION OF TRUST

                                       OF

                              CCB CAPITAL TRUST III

                                 March 15, 2002

     AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of March 15, 2002, by the Trustees (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 Delaware Trustee, the Administrative Trustees and the Sponsor
established CCB Capital Trust III (the "Trust"), a statutory trust under the
Business Trust Act (as defined herein) pursuant to a Declaration of Trust dated
as of March 13, 2002 (the "Original Declaration"), and a Certificate of Trust
filed with the Secretary of State of the State of Delaware on March 13, 2002,
for the sole purpose of issuing and selling certain securities representing
undivided beneficial interests in the assets of the Trust and investing the
proceeds thereof in certain debentures of the Debenture Issuer (as defined
herein);

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

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

                                   ARTICLE I

                         INTERPRETATION AND DEFINITIONS

     Section 1.1 Definitions. Unless the context otherwise requires:

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

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

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

     (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.

     "Administrative Trustees" means each of Stephen H. Gordon, David S. DePillo
and Christopher G. Hagerty, solely in such Person's capacity as Administrative
Trustee of the Trust created and continued hereunder and not in such Person's
individual capacity, or such Administrative Trustee'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, NY, Wilmington, DE, Coral
Springs, FL or Minneapolis, MN are permitted or required by any applicable law
to close.

     "Business Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12
Delaware Code Sections 3801, et seq. as may be amended from time to time.

     "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-l.

     "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 Purchase Agreement.

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

                                       2



     "Commission" means the Securities and Exchange Commission.

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

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

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

     "Corporate Trust Office" means (i) with respect to the Institutional
Trustee, 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 210 North University Drive, Coral Springs, FL 33071,
Attn: Manager-Corporate Trust Administration, and (ii) with respect to the
Delaware Trustee, the office of the Delaware Trustee at which the corporate
trust business of the Delaware Trustee shall, at any particular time, be
principally administered, which office at the date of execution of this
Declaration is located at One Rodney Square, 920 King Street, Suite 102,
Wilmington, DE 19801, Attention: Corporate Trust Administration.

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

     "Covered Person" means: (a) any 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 Commercial Capital Bancorp, Inc. , a Nevada
corporation, in its capacity as issuer of the Debentures under the Indenture.

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

     "Debentures" means the Floating Rate Junior Subordinated Deferrable
Interest Debentures due 2032 to be issued by the Debenture Issuer under the
Indenture.

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

     "Delaware Trustee" means the Trustee meeting the eligibility requirements
set forth in Section 4.2.

     "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" has the meaning set forth in paragraph 2(a) of Annex
I.

                                       2



     "Distribution Rate" means, for the period beginning on (and including) the
date of original issuance and ending on (but excluding) July 1, 2002, 5.75%, and
for the period beginning on (and including) July 1, 2002 and thereafter, the
Coupon Rate.

     "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 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 Trustees 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 defaulting Trustee or Trustees and to the Sponsor by the Holders of
at least 25% in aggregate liquidation amount of the outstanding Capital
Securities a written notice specifying such default or breach and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder,
or

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

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

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

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

     "Fiduciary Indemnified Person" shall mean 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.

     "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 in the register maintained by the Registrar pursuant to Section
6.2, such Person being a beneficial owner within the meaning of the Business
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.

                                       4



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

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

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

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

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

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

     "Legal Action" has the meaning set forth in Section 2.8(d).

     "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 offer 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.

                                       5



     "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.

     "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.

     "Purchase Agreement" means the Purchase Agreement relating to the purchase
and sale of Capital Securities in the form of Exhibit C.

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

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

     "Redemption/Distribution Notice" has the meaning set forth in paragraph
4(f) 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.

     "Responsible Officer" means, with respect to the Institutional Trustee or
Delaware Trustee, any officer within the Corporate Trust Office of the
Institutional Trustee or Delaware Trustee with direct responsibility for the
administration of this Declaration, 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 or Delaware 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 1.

     "Sponsor" means Commercial Capital Bancorp, Inc., a Nevada corporation, or
any successor entity in a merger, consolidation or amalgamation, in its capacity
as sponsor of the Trust.

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

                                       6



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

     "Successor Delaware Trustee" has the meaning set forth in Section 4.5(a).

     "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 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.

     "Trustees" means, collectively, the Institutional Trustee, the Delaware
Trustee and the Administrative Trustees.

     "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 "CCB Capital Trust III," as such name
may be modified from time to time by the Administrative Trustees following
written notice to the Holders of the Securities and to the other Trustees. The
Trust's activities may be conducted under the name of the Trust or any other
name deemed advisable by the Administrative Trustees.

     Section 2.2  Office. The address of the principal office of the Trust is
c/o Wells Fargo Bank, National Association, 210 North University Drive, Coral
Springs, FL 33071, Attention: Manager-Corporate Trust Administration. On at
least 10 Business Days written notice to the Holders of the Securities and the
Delaware Trustee, the Administrative Trustees 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

                                       7



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. It
is the intention of the parties hereto that the Trust created hereby constitutes
a statutory business trust under Chapter 38 of Title 12 of the Business Trust
Act and that this document constitutes the governing instrument of the Trust.

     Section 2.4  Authority. The Sponsor hereby appoints the Trustees as
trustees of the Trust, to have all the rights, powers and duties to the extent
set forth herein, and the Trustees hereby accept such appointment. The
Institutional Trustee hereby declares that it shall hold the Trust Property in
trust upon and subject to the conditions set forth herein for the benefit of the
Holders. The Administrative Trustees shall have all rights, powers and duties
set forth herein and in accordance with applicable law with respect to
accomplishing the purposes of the Trust. The Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Institutional Trustee or the Administrative
Trustees set forth herein. The Delaware Trustee shall be one of the Trustees of
the Trust for the sole and limited purpose of fulfilling the requirements of
Section 3807 of the Business Trust Act.

     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  Authorization to Enter into Certain Transactions.

     (a)  The Trustees 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 Administrative Trustees shall have the
authority to enter into all transactions and agreements determined by the
Administrative Trustees to be appropriate in exercising the authority, express
or implied, otherwise granted to the Institutional Trustee or the Administrative
Trustees, as the case may be, under this Declaration, and to perform all acts in
furtherance thereof, including without limitation, the following:

          (i)  As among the Trustees, each Administrative Trustee, acting singly
     or jointly, 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;

                                       8



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

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

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

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

               (I) the taking of any action incidental to the foregoing as the
          Administrative Trustees 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.

               (L) 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.

               (M) 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 each
          jurisdiction (other than 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, the Institutional Trustee shall have the
     power 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;

                                       9



                (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;

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

                (J) to take all action that may be necessary for the
          preservation and the continuation of the Trust's valid existence,
          rights, franchises and privileges as a statutory trust under the laws
          of the State of Delaware 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 Administrative Trustees 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 be fully protected in so acting; and in the event of a conflict
     between the action of the Administrative Trustees and the action of the
     Institutional Trustee, the action of the Institutional Trustee shall
     prevail.

     (b)  So long as this Declaration remains in effect, the Trust (or the
Trustees acting on behalf of the Trust) shall not undertake any business,
activities or transaction except as expressly provided herein or contemplated
hereby. In particular, the Institutional and Administrative Trustees may not
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 (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 or (y) to require (or in the case of the
Institutional Trustee, to the actual knowledge of a Responsible Officer, would
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 Administrative Trustees 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

                                       10



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 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;

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

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

     (d)  Notwithstanding anything herein to the contrary, the Administrative
Trustees 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 Administrative Trustees 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 Administrative Trustees 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 Administrative
Trustees 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 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)  Except as provided in Section 2.5, 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 any 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
such Trustee or to such Holder, then and in every such case the Sponsor, the
Trustees 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 Trustees and the Holders shall
continue as though no such proceeding had been instituted.

                                       11



     Section 2.7   Prohibition of Actions by the Trust and the Administrative
Trustees.

     (a)  The Trust shall not, and the Administrative Trustees 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 Administrative
Trustees shall cause the Trust not to:

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

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

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

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

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

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

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

          (viii) other than as provided in this Declaration (including Annex I),
     (A) direct the time, method and place of exercising any trust or power
     conferred upon the Debenture Trustee with respect to the Debentures, (B)
     waive any past default that is waivable under the Indenture, (C) exercise
     any right to rescind or annul any declaration that the principal of all the
     Debentures shall be due and payable, or (D) consent to any amendment,
     modification or termination of the Indenture or the Debentures where such
     consent shall be required unless the Trust shall have received an opinion
     of counsel to the effect that such modification will not cause the Trust to
     cease to be classified as a "grantor trust" for United States federal
     income tax purposes.

     Section 2.8   Powers and Duties of the Institutional Trustee.

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

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

     (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

                                       12



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

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

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

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

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

     Section 2.9   Certain Duties and Responsibilities of the Institutional
Trustee and Administrative Trustees .

     (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

                                       13



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
Administrative Trustees shall be as provided by this Declaration and no implied
duties or responsibilities shall be read into this Declaration against the
Institutional Trustee or the Administrative Trustees. Notwithstanding the
foregoing, no provision of this Declaration shall require the Institutional
Trustee or the Administrative Trustees 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. 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 the Administrative Trustees shall be subject to the
provisions of this Article. Nothing in this Declaration shall be construed to
relieve an Administrative Trustee or the Institutional Trustee from liability
for its own negligent act, its own negligent failure to act, or its own willful
misconduct; provided, however, under no circumstance shall the Institutional
Trustee be liable for indirect or consequential damages. To the extent that, at
law or in equity, the Institutional Trustee or an Administrative Trustee has
duties and liabilities relating to the Trust or to the Holders, the
Institutional Trustee or such Administrative Trustee shall not be liable to the
Trust or to any Holder for the Institutional Trustee's or such Administrative
Trustee'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 Administrative Trustees 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 Administrative
Trustees 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 or the
Administrative Trustees 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 (provided, however,
under no circumstance shall the Institutional Trustee be liable for indirect or
consequential damages), 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;

                                       14



          (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 Administrative Trustees or the Sponsor
     with their respective duties under this Declaration, nor shall the
     Institutional Trustee be liable for any default or misconduct of the
     Administrative Trustees or the Sponsor.

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

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

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

     (c)  any direction or act of the Sponsor or the Administrative Trustees
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
Administrative Trustees;

     (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;

                                       15



     (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), to exercise such of the
rights and powers vested in it by this Declaration, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of his or her own affairs;

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

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

     (j)  whenever in the administration of this Declaration the Institutional
Trustee shall deem it desirable to receive instructions with respect to
enforcing any remedy or right or taking any other action hereunder the
Institutional Trustee (i) may request instructions from the Holders of the Trust
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)  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;

     (l)  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;

     (m)  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

                                       16



of this Declaration, both of which shall be conclusively evidenced by the
Institutional Trustee's or its agent's taking such action; and

     (n)  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. Except as otherwise required by the
Business Trust Act, the Institutional Trustee, or any one or more of the
Administrative Trustees, as the case may be, is authorized to execute on behalf
of the Trust any documents that the Institutional Trustee or any one or more of
the Administrative Trustees, as the case may be, have the power and authority to
execute pursuant to Section 2.6.

     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.l(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 the same powers and duties as the Institutional
     Trustee as the Holder of the Debentures;

                                       17



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

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

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

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

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

                 (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 Administrative Trustees 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.

                                       18



                                   ARTICLE III

                                     SPONSOR

     Section 3.1   Sponsor's Purchase of Common Securities. On the Closing Date,
the Sponsor will purc hase 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 Administrative Trustees 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
Purchase Agreement and other related agreements providing for the sale of the
Capital Securities.

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

     (a)  pay all reasonable costs and expenses relating to the offering, sale
and issuance of the Debentures, including compensation of the Debenture Trustee
under the Indenture in accordance with the provisions 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
(including, but not limited to, costs and expenses relating to the organization,
maintenance and dissolution of the Trust), the offering, sale and issuance of
the Securities (including fees to the placement agents in connection therewith),
the fees and expenses (including reasonable counsel fees and expenses) of the
Institutional Trustee, the Delaware Trustee and the Administrative Trustees, 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; and

     (c)  to 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.

                                       19



     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

                                    TRUSTEES

     Section 4.1   Number of Trustees.

     The number of Trustees initially shall be five (5), 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 Holders of a Majority in liquidation
amount of the Securities voting separately as a class at a meeting of the
Holders of the Common Securities and the Capital Securities; provided however,
that the number of Trustees shall in no event be less than two (2); provided
further that (1) one Trustee shall be the Delaware Trustee, (2) there shall be
at least one Trustee who is an employee or officer of, or is affiliated with the
Sponsor; and (3) one Trustee shall be the Institutional Trustee, and such
Trustee may also serve as Delaware Trustee if it meets the applicable
requirements.

     Section 4.2   Delaware Trustee.

     If required by the Business 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 has its principal place of
business in the State of Delaware, and otherwise meets the requirements of
applicable law.

     The initial Delaware Trustee shall be First Union Trust Company, National
Association.

     Section 4.3   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
     examination by Federal, state, or District of Columbia authority. If such
     corporation publishes reports of condition at least annually, pursuant to
     law or to the requirements of the supervising or examining authority
     referred to above, then for the purposes of this Section 4.3(a)(iii), the
     combined capital and surplus of such corporation shall be deemed to be its
     combined capital and surplus as set forth in its most recent report of
     condition so published.

                                       20



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

     (a) Except as expressly set forth in this Declaration and except if a
meeting of the Administrative Trustees is called with respect to any matter over
which the Administrative Trustees have power to act, any power of the
Administrative Trustees may be exercised by, or with the consent of, any one
such Administrative Trustee.

     (b) Unless otherwise determined by the Administrative Trustees, and except
as otherwise required by the Business Trust Act or applicable law, any
Administrative Trustee is authorized to execute on behalf of the Trust any
documents which the Administrative Trustees have the power and authority to
cause the Trust to execute pursuant to Section 2.6(a)(i).

     (c) An Administrative Trustee may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Administrative
Trustees have power and authority to cause the Trust to execute pursuant to
Section 2.6(a)(i).

     Section 4.5 Appointment, Removal and Resignation of Institutional Trustee,
Delaware Trustee and Administrative Trustees.

     (a) Notwithstanding anything to the contrary in this Declaration, no
resignation or removal of the Institutional Trustee or the Delaware Trustee and
no appointment of a Successor Institutional Trustee or Successor Delaware
Trustee, as the case may be, pursuant to this Article shall become effective
until the acceptance of appointment by the Successor Institutional Trustee or
Successor Delaware Trustee, as the case may be, in accordance with the
applicable requirements of this Section 4.5.

     Subject to the immediately preceding paragraph, the Institutional Trustee
or the Delaware Trustee, as the case may be, may resign at any time by giving
written notice thereof to the Holders of the Securities and by appointing a
Successor Institutional Trustee or Successor Delaware Trustee, as the case may
be. 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 Administrative Trustees, and
selecting the Person who agrees to the lowest expenses and charges (the
"Successor Institutional Trustee"). Upon the resignation of the Delaware
Trustee, the Delaware 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 Delaware Trustee on a form provided by the
Administrative Trustees, and selecting the Person who agrees to the lowest
expenses and charges (the "Successor Delaware Trustee"). Notwithstanding the
foregoing, the Delaware Trustee may resign at any time and appoint a single
Successor Delaware Trustee that is an Affiliate of the Institutional Trustee and
otherwise meets the eligibility requirements set forth in Section 4.2, which
Successor Delaware Trustee shall be deemed to be acceptable in all respects for
purposes of this Declaration and the transactions contemplated hereby. If the

                                       21



instrument of acceptance by the Successor Institutional Trustee or Successor
Delaware Trustee, as the case may be, required by this Section 4.5 shall not
have been delivered to the Institutional Trustee or the Delaware Trustee, as the
case may be, within 45 days after the giving of such notice of resignation or
delivery of the instrument of removal, the Institutional Trustee or the Delaware
Trustee, as the case may be, 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 or Successor Delaware Trustee,
as the case may be. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper, appoint a Successor Institutional Trustee or
Successor Delaware Trustee, as the case may be. The Institutional Trustee and
the Delaware Trustee shall have no liability for the selection of such successor
pursuant to this Section 4.5.

     (b) 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 promptly appoint a
Successor Institutional Trustee, and such Successor Institutional Trustee shall
comply with the applicable requirements of this Section 4.5. 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 4.5, 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, or
the Institutional Trustee may, 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 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.

     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.

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

                                      22



     (c) The Delaware Trustee may be removed by the Sponsor. If the Delaware
Trustee shall be so removed, the Sponsor shall promptly appoint a Successor
Delaware Trustee, and such Successor Delaware Trustee shall comply with the
applicable requirements of this Section 4.5. If no Successor Delaware Trustee
shall have been so appointed by the Sponsor and accepted appointment in the
manner required by this Section 4.5, 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, or
the Delaware Trustee may, petition any Federal, state or District of Columbia
court of competent jurisdiction for the appointment of the Successor Delaware
Trustee. Such court may thereupon, after prescribing such notice, if any, as it
may deem proper, appoint a Successor Delaware Trustee. Notwithstanding the
foregoing, the Institutional Trustee may remove the Delaware Trustee at any time
and shall promptly appoint a Successor Delaware Trustee that is an Affiliate of
the Institutional Trustee and otherwise meets the eligibility requirements set
forth in Section 4.2, which Successor Delaware Trustee shall be deemed to be
acceptable in all respects for purposes of this Declaration and the transactions
contemplated hereby.

     The Delaware Trustee shall give notice of its resignation or removal and
each appointment of a Successor Delaware Trustee to all Holders and the
Institutional Trustee in the manner provided in Section 13.1 and shall give
notice to the Sponsor. Each notice shall include the name of the Successor
Delaware Trustee and the address of its Delaware office.

     In case of the appointment hereunder of a Successor Delaware Trustee, the
retiring Delaware Trustee and the Successor Delaware Trustee shall execute and
deliver an amendment hereto wherein the Successor Delaware Trustee shall accept
such appointment and which shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, the Successor Delaware
Trustee all the rights, powers, trusts and duties of the retiring Delaware
Trustee with respect to the Securities and the Trust and, to the extent
necessary, the Successor Delaware Trustee shall file an amended Certificate of
Trust.

     No Delaware Trustee shall be liable for the acts or omissions to act of any
Successor Delaware Trustee.

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

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

     Section 4.7 Effect of Vacancies. The death, resignation, retirement,
removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to
perform the duties of a Trustee shall not operate to dissolve, terminate or
annul the Trust or terminate this Declaration.

     Section 4.8 Meetings of the Institutional Trustee and the Administrative
Trustees. If there is more than one Administrative Trustee, meetings of the
Administrative Trustees shall be held from time to time upon the call of any
Administrative Trustee. Regular meetings of the Administrative Trustees may be
held in person in the United States or by telephone, at a place (if applicable)
and time fixed by resolution of the Administrative Trustees. Notice of any
in-person meetings of the Institutional Trustee with the Administrative Trustees
or meetings of the Administrative Trustees shall be hand

                                       23



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

     Section 4.9 Delegation of Power.

     (a) Any Administrative Trustee 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 Administrative Trustees 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 Administrative
Trustees or otherwise as the Administrative 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 4.10 Conversion, Consolidation or Succession to Business. Any
Person into which the Institutional Trustee or the Delaware Trustee, as the case
may be, 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, either 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, 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.

                                       24



                                   ARTICLE V

                                  DISTRIBUTIONS

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

                                   ARTICLE VI

                             ISSUANCE OF SECURITIES

     Section 6.1 General Provisions Regarding Securities.

     (a) The Administrative Trustees shall, on behalf of the Trust, issue one
series of capital securities substantially in the form of Exhibit A-l
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
Administrative Trustees. Such signature shall be the facsimile or manual
signature of any Administrative Trustee. In case any Administrative Trustee who
shall have signed any of the Securities shall cease to be such Administrative
Trustee 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 Administrative Trustee, 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 Administrative Trustee,
although at the date of the execution and delivery of the Declaration any such
person was not such an Administrative Trustee. 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 Administrative
Trustee, 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
non-assessable.

                                       25



     (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 New York City, New York, 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 Administrative Trustees may appoint the Paying Agent, the
Registrar and the Transfer Agent and may appoint one or more additional Paying
Agents or one or more co-Registrars, or one or more co-Transfer Agents in such
other locations as it shall determine. The term "Paying Agent" includes any
additional paying agent, the term "Registrar" includes any additional registrar
or co-Registrar and the term "Transfer Agent" includes any additional transfer
agent. The Administrative Trustees may change any Paying Agent, Transfer Agent
or Registrar at any time without prior notice to any Holder. The Administrative
Trustees 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
Administrative Trustees 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-l, 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 Administrative Trustees, 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-l 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 Administrative Trustees 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 Purchase 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 Administrative Trustees
and the Institutional Trustee such security or indemnity as may be required by
them to keep each of them harmless;

                                       26



then, in the absence of notice that such Certificate shall have been acquired by
a protected purchaser, an Administrative Trustee 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 Administrative Trustees 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 Administrative Trustees 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 Administrative Trustees
consider appropriate for temporary Securities. Without unreasonable delay, the
Administrative Trustees shall prepare and execute 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 Administrative Trustees 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 Administrative Trustees direct. The Administrative Trustees
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 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

                                       27




             (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 nonpayment of the principal of the Debentures that has become due
     solely by such acceleration, have been cured or waived as provided in
     Section 5.7 of the Indenture.

     The Holders of at least a Majority in liquidation amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default 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
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.

                                       28



                                  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 March 15, 2037, 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)    (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) upon the filing of a certificate of dissolution or its
equivalent with respect to the Sponsor, upon the consent of Holders of a
Majority in liquidation amount of the Securities voting together as a single
class to file a certificate of cancellation with respect to the Trust or upon
the revocation of the charter of the Sponsor and the expiration of 90 days after
the date of revocation without a reinstatement thereof;

  (iv)     upon the distribution of the Debentures to the Holders of the
Securities;

  (v)      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;

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

  (vii)    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

  (viii)   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 Business Trust Act, and subject
to the terms set forth in Annex I, the Administrative Trustees 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.

                                       29



                                  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, to the fullest extent permitted by applicable law, 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.

          (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, as may
     be reasonably required by the Trust, that neither the legend nor the
     restrictions on

                                       30



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 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

                                       31



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

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

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

     (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 Administrative
Trustees, the Institutional Trustee, the Paying Agent, the Transfer Agent or the
Registrar may treat the Person in whose

                                       32



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
Administrative Trustees, 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, 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; 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 Business Trust Act, the Holders of the Capital
Securities shall be entitled to the same limitation of personal liability
extended to stockholders of private corporations for profit organized under the
General Corporation Law of the State of Delaware.

     Section 9.2    Exculpation.

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

     (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, 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.

                                       33



     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 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) 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
except to the extent such expenses, judgments, fines and amounts paid in
settlement are caused by such Indemnified Person's failure to act 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,
except to the extent such Indemnified Person had reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Indemnified
Person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the Trust, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his
conduct was unlawful.

     (b)  The Sponsor shall indemnify, to the 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 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 except to the
extent any such expenses are caused by such Indemnified Person's failure to act
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

                                       34



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 Administrative Trustee 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 Administrative Trustees by a
majority vote of a Quorum consisting of such Administrative Trustees 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 Administrative
Trustees 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 (x) in the case of a Company
Indemnified Person (i) by the Administrative Trustees by a majority vote of a
Quorum of disinterested Administrative Trustees, (ii) if such a Quorum is not
obtainable, or, even if obtainable, if a Quorum of disinterested Administrative
Trustees 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 Administrative Trustees, 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 or
(y) 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 his conduct was unlawful in no event shall any advance be made
(xx) to a Company Indemnified Person in instances where the Administrative
Trustees, independent legal counsel or the Common Security Holder reasonably
determine that such Indemnified Person deliberately breached his duty to the
Trust or its Common or Capital Security Holders or (yy) to a Fiduciary
Indemnified Person in instances where independent legal counsel promptly and
reasonably determines in a written opinion that such Person deliberately
breached his duty to the Trust or its Common or Capital Security Holders.

     (f)  The Institutional Trustee and the Delaware Trustee, at the sole cost
and expense of the Sponsor, each 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

                                       35



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

                                       36



     Section 9.6   Compensation; Fee. The Sponsor agrees:

     (a)  to pay to the Institutional Trustee and the Delaware 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 and the Delaware Trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Institutional
Trustee and the Delaware 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 and the Delaware Trustee.

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

                                   ARTICLE X

                                   ACCOUNTING

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

     Section 10.2  Certain Accounting Matters.

     (a)  At all times during the existence of the Trust, the Administrative
Trustees shall keep, or cause to be kept at the principal office of the Trust in
the United States, as defined for purposes of Treasury Regulations section
301.7701-7, full books of account, records and supporting documents, which shall
reflect in reasonable detail each transaction of the Trust. The books of account
shall be maintained, 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 as of the end of
each Fiscal Year of the Trust by a firm of independent certified public
accountants selected by the Administrative Trustees.

     (b)  The Administrative Trustees 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 Administrative
Trustees shall endeavor to deliver all such statements within 30 days after the
end of each Fiscal Year of the Trust.

     (c)  The Administrative Trustees, at the Sponsor's expense, shall cause to
be duly prepared at the principal office of the Trust 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 Administrative Trustees on behalf of the
Trust with any state or local taxing authority.

                                       37



     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 Administrative Trustees 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 Administrative Trustees
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:

          (i)    the Administrative Trustees (or, if there are more than two
     Administrative Trustees, a majority of the Administrative Trustees);

          (ii)   if the amendment affects the rights, powers, duties,
     obligations, limitations of liability, or immunities of the Institutional
     Trustee, the Institutional Trustee; and

          (iii)  if the amendment affects the rights, powers, duties,
     obligations, limitations of liability, or immunities of the Delaware
     Trustee, the Delaware Trustee.

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

          (i)    the Institutional Trustee shall have first received

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

                                       38



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

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

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

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

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

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

     (e)  Section 8.1(b) and 8.1(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
     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

                                       39



     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) or (iii) 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 Administrative Trustees (or as provided in the terms of the
Securities) to consider and act on any matter on which Holders of such class of
Securities are entitled to act under the terms of this Declaration or the terms
of the Securities. The Administrative Trustees 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 Administrative Trustees 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
     Administrative Trustees 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
     Administrative Trustees;

          (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 Administrative Trustees or by such other Person that
     the Administrative Trustees may designate; and

                                       40



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

                                  ARTICLE XII

          REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE TRUSTEE

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

     (a)  the Institutional Trustee is a 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.

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

                                       41



     (b)  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 it 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 (regardless of whether considered in a proceeding
in equity or at law);

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

     (d)  the Delaware Trustee is a natural person who is a resident of the
State of Delaware or, if not a natural person, an entity which has its principal
place of business in the State of Delaware.

                                  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 Administrative Trustees 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):

          c/o Commercial Capital Bancorp, Inc.
          One Venture, 3/rd/ Floor
          Irvine, CA 92618
          Attention: Stephen H. Gordon
          Telecopy: (949) 585-0174


     (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):

          Wells Fargo Bank, National Association
          210 North University Drive
          Coral Springs, FL 33071
          Attention: Manager- Corporate Trust Administration
          Telecopy: (954) 575-8269

                                       42



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

          First Union Trust Company, National Association
          One Rodney Square
          920 King Street
          Suite 102
          Wilmington, DE 19801
          Attention: Corporate Trust Administration
          Telecopy: (302) 888-7544

     (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):

          c/o Commercial Capital Bancorp, Inc.
          One Venture, 3/rd/ Floor
          Irvine, CA 92618
          Attention: Stephen H. Gordon
          Telecopy: (949) 585-0174

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

     All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver. Notwithstanding the foregoing, with
respect to the Institutional Trustee and the Delaware Trustee, all such notices
shall be deemed to have been given when actually received by it at its Corporate
Trust Office.

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

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

                                       43



     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, the Institutional Trustee and the Delaware 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
Administrative Trustees 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

                                       44



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

                           WELLS FARGO BANK, NATIONAL
                           ASSOCIATION, as Institutional Trustee

                           By: /s/ Byron Merino
                               -----------------------
                               Name: Byron Merino
                               Title: Vice President

                           FIRST UNION TRUST COMPANY, NATIONAL
                           ASSOCIATION, as Delaware Trustee


                           By: /s/ Edward L. Truitt, Jr.
                               -------------------------------
                               Name:  Edward L. Truitt, Jr.
                               Title: Vice President

                           COMMERCIAL CAPITAL BANCORP, INC.,
                              as Sponsor

                           By: /s/ Stephen H. Gordon
                               ----------------------------
                               Name:  Stephen H. Gordon
                               Title:  Chairman and Chief Executive Officer

                           /s/ Stephen H. Gordon
                           ---------------------
                           Administrative Trustee

                           /s/ David S. DePillo
                           --------------------
                           Administrative Trustee

                           /s/ Christopher G. Hagerty
                           --------------------------
                           Administrative Trustee

                                       45



                                     ANNEX I

                               TERMS OF SECURITIES

     Pursuant to Section 6.1 of the Amended and Restated Declaration of Trust,
dated as of March 15, 2002 (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) 5,000 Floating Rate Capital Securities of CCB Capital Trust III
(the "Trust"), with an aggregate stated liquidation amount with respect to the
assets of the Trust of Five Million Dollars ($5,000,000) 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-l to the
Declaration, with such changes and additions thereto or deletions therefrom as
may be required by ordinary usage, custom or practice.

          (b)  155 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) July 1, 2002 at a rate per annum of 5.75% and shall bear interest for
each successive period beginning on (and including) July 1, 2002, and each
succeeding Distribution Payment Date (as defined below), and ending on (but
excluding) the next succeeding Distribution Payment Date (each, a "Distribution
Period") at a rate per annum equal to the 3-Month LIBOR, determined as described
below, plus 3.75% (the "Coupon Rate"); provided, however, that prior to July 1,
2007, the Coupon Rate shall not exceed 12.00%, 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 for more than
one quarterly period will bear interest thereon compounded quarterly at the
applicable Distribution Rate (to the extent permitted by law). 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. In the event that any date on which a Distribution
is payable on the Securities is not a Business Day, then payment of interest
payable on such date shall 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 such payment was
originally payable. The amount of interest payable for any Distribution Period
will be calculated by applying the Coupon Rate to the principal amount,
outstanding at the commencement of the Distribution Period and multiplying each
such amount by the actual number of days in the Distribution Period concerned
divided by 360. All percentages resulting from any calculations on the Capital
Securities will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% or .09876545) being rounded to 9.87655% (or .0987655),
and all dollar amounts used in or resulting from such calculation will be
rounded to the nearest cent (with one-half cent being rounded upward).

                                      I-1



          (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
31, June 30, September 30, and December 31, of each year, commencing on June 30,
2002 (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, although such interest would continue to accrue on the Debentures at the
Distribution Rate compounded quarterly (to the extent permitted by law) during
any Extension Period. No Extension Period may end on a date other than a
Distribution Payment Date. At the end of any such Extension Period the Debenture
Issuer shall pay all interest then accrued and unpaid on the Debentures
(together with Additional Interest thereon); provided, however, that no
Extension Period may extend beyond the Maturity Date and provided further,
however, 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 with
respect to the Debentures, 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. As a consequence of such deferral,
Distributions will also be deferred. 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

                                      I-2



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 for
purposes of determining the holders of Debentures entitled to such defaulted
payment from the Debenture Issuer. 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 lesser of (i) the
aggregate of the stated liquidation amount of $l,000.00 per Security plus
accrued and unpaid Distributions thereon to the date of payment, to the extent
the Trust shall have funds available therefor, and (ii) the amount of assets of
the Trust remaining available for distribution to Holders in liquidation of the
Trust (such amount being, in either case, the "Liquidation Distribution"),
unless in connection with such Liquidation, the Debentures in 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 Business 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 and
any successor federal agency that is primarily responsible for regulating the
activities of Company (the "Federal Reserve"), if the Company 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 Company,
(the "OTS") if the company 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.

                                       I-3



     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 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 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 Capital Securities certificate,
such Holder of the Capital Securities will receive a certificate representing
the Debentures to be delivered upon such distribution, and (iii) any
certificates representing the Capital 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), 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)  For purposes of this Annex, unless the context otherwise requires

     "3-Month LIBOR" means the London interbank offered rate for three-month,
Eurodollar deposits determined by the Debenture Trustee in the following order
of priority:

          (1)  the rate (expressed as a percentage per annum) for Eurodollar
     deposits having a three-month maturity that appears on Telerate Page 3750
     as of 11:00 a.m. (London time) on the particular 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 does not appear on Telerate Page 3750 as of 11:00
     a.m. (London time) on the Determination Date, 3-Month LIBOR will be the
     arithmetic mean of the rates (expressed as percentages per annum) for
     Eurodollar deposits having a three-month maturity that

                                      I-4



     appear on Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO") as of
     11:00 a.m. (London time) on such Determination Date;

          (3)  if such rate does not appear on Reuters Page LIBO as of 11:00
     a.m. (London time) 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 Eurodollar  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;

          (4)  if fewer than two such quotations are provided as requested in
     clause (3) 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 Eurodollars
     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

          (5)  if fewer than two such quotations are provided as requested in
     clause (4) 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 Eurodollar deposits having a three-month maturity that
initially appears on Telerate Page 3750 or Reuters Page LIBO, as the case may
be, as of 11:00 a.m. (London time) on the related Determination Date is
superseded on the Telerate page 3750 or Reuters Page LIBO, as the case may be,
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.

          (6)  The Coupon 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
Debentures 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 Company as if the Company 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 Debentures as Tier 1 Capital
shall not constitute the basis for a Capital Treatment Event, if such inability
results from the Sponsor having cumulative preferred stock, minority interests
in consolidated subsidiaries, or any other class of security or interest which
the Federal Reserve or OTS, as applicable, may now or hereafter accord Tier 1
Capital treatment in excess of the amount which may now or hereafter qualify for
treatment as Tier 1 Capital under applicable capital adequacy guidelines;
provided further, however, that the distribution of Debentures in connection
with the Liquidation of the Trust shall not in and of itself constitute a
Capital Treatment Event unless such Liquidation shall have occurred in
connection with a Tax Event or an Investment Company Event.

                                      I-5



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

     "Investment Company Event" means the receipt by the Debenture Issuer and
the Trust of an opinion of counsel experienced in such matters to the effect
that, as a result of the occurrence of a change in law or regulation or written
change (including any announced prospective change) in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority, there is more than an insubstantial risk that
the Trust is or 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 March 31, 2032.

     "Redemption Date" shall mean the date fixed for the redemption of Capital
Securities, which shall be March 31, June 30, September 30, or December 31,
commencing March 31, 2007.

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

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

     "Special Redemption Date" means a Redemption Date on which a Special Event
redemption occurs.

     "Special Redemption Price" means the price set forth in the following table
for any Special Redemption Date that occurs within the twelve-month period
beginning in the relevant year indicated below, expressed as the percentage of
the principal amount of the Debentures being redeemed:

               Date of Redemption                 Percentage
               ------------------                 ----------

               Prior to March 31, 2007                102%

               March 31, 2007 and after               100%

     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

                                      I-6



accrued on the Debentures; (ii) interest payable by the Debenture Issuer on the
Debentures is not, or within 90 days of the date of such opinion, will not be,
deductible by the Debenture Issuer, in whole or in part, for United States
federal income tax purposes; or (iii) the Trust is, or will be within 90 days of
the date of such opinion, subject to more than a de minimis amount of other
taxes, duties or other governmental charges.

          (b)  The Debentures will mature on March 31, 2032. The Debentures may
be redeemed by the Debenture Issuer, in whole or in part at any time and from
time to time at any Distribution Payment Date on or after March 31, 2007, 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.

          (c)  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).

          (d)  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.

          (e)  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.

          (f)  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(f)(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.

                                      I-7



               (ii)  If the Securities are to be redeemed and the Trust gives a
     Redemption/ Distribution Notice, which notice may only be issued if the
     Debentures are redeemed as set out in this paragraph 4 (which notice will
     be irrevocable), then, provided that the Institutional Trustee has a
     sufficient amount of cash in connection with the related redemption or
     maturity of the Debentures, the Institutional Trustee will pay the relevant
     Redemption Price or Special Redemption Price, as applicable, to the Holders
     of such Securities by check mailed to the address of each such Holder
     appearing on the books and records of the Trust on the redemption date. If
     a Redemption/Distribution Notice shall have been given and funds deposited
     as required then immediately prior to the close of business on the date of
     such deposit Distributions will cease to accrue on the Securities so called
     for redemption and all rights of Holders of such Securities so called for
     redemption will cease, except the right of the Holders of such Securities
     to receive the applicable Redemption Price or Special Redemption Price
     specified in paragraph 4(c), but without interest on such Redemption Price
     or Special Redemption Price. If any date fixed for redemption of Securities
     is not a Business Day, then payment of any such Redemption Price or Special
     Redemption Price 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 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 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
     Administrative Trustees 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 acquirer 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 Administrative Trustees 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

                                       I-8



liquidation amount of the Capital Securities, voting separately as a class, have
the right to direct the time, method, and place of conducting any proceeding for
any remedy available to the Institutional Trustee, or exercising any trust or
power conferred upon the Institutional Trustee under the Declaration, including
the right to direct the Institutional Trustee, as holder of the Debentures, to
(i) exercise the remedies available under the Indenture as the holder of the
Debentures, (ii) waive any past default that is waivable under the Indenture,
(iii) exercise any right to rescind or annul a declaration that the principal of
all the Debentures shall be due and payable or (iv) consent on behalf of all the
Holders of the Capital Securities to any amendment, modification or termination
of the Indenture or the Debentures where such consent shall be required;
provided, however, that, where a consent or action under the Indenture would
require the consent or act of the holders of greater than a simple majority in
aggregate principal amount of Debentures (a "Super Majority") affected thereby,
the Institutional Trustee may only give such consent or take such action at the
written direction of the Holders of at least the proportion in liquidation
amount of the Capital Securities outstanding which the relevant Super Majority
represents of the aggregate principal amount of the Debentures outstanding. If
the Institutional Trustee fails to enforce its rights under the Debentures after
the Holders of a Majority in liquidation amount of such Capital Securities have
so directed the Institutional Trustee, to the fullest extent permitted by law, a
Holder of the Capital Securities may institute a legal proceeding directly
against the Debenture Issuer to enforce the Institutional Trustee's rights under
the Debentures without first instituting any legal proceeding against the
Institutional Trustee or any other person or entity. Notwithstanding the
foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Debenture Issuer to pay interest or
principal on the Debentures on the date the interest or principal is payable (or
in the case of redemption, the Redemption Date), 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

                                      I-9



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 Administrative Trustees, 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.

     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
Administrative Trustees.

          (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) waive any past default and its
consequences that is waivable under the Indenture, or (iii) exercise 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

                                      I-10



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 Administrative Trustees 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
Institutional Trustee, Sponsor or Administrative 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
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.

                                      I-11



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

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

     9. Ranking. The Capital Securities rank pari passu with and payment thereon
shall be made Pro Rata with the Common Securities except that, where an Event of
Default has occurred and is continuing, the rights of Holders of the Common
Securities to receive payment of Distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of the Holders of the
Capital Securities with the result that no payment of any Distribution on, or
Redemption Price 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 fast 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
preemptive or similar rights to subscribe for any additional securities.

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

                                      I-12



                                   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

                                      A-1-1



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

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

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

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

        Certificate Number                          Number of Capital Securities

                                 MARCH 15, 2002

             Certificate Evidencing Floating Rate Capital Securities

                                       of

                              CCB CAPITAL TRUST III

               (liquidation amount $1,000.00 per Capital Security)

     CCB Capital Trust III, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Bayview Financial Trading
Group, L.P. or its assigns (the "Holder") is the registered owner of capital
securities of the Trust representing undivided beneficial interests in the
assets of the Trust (liquidation amount $1,000.00 per capital security) (the
"Capital Securities"). Subject to the Declaration (as defined below), the
Capital Securities are transferable on the books and records of the Trust in
person or by a duly authorized attorney, upon surrender of this Certificate duly
endorsed and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued pursuant to, and shall in all respects
be subject to, the provisions of the Amended and Restated Declaration of Trust
of the Trust dated as of March 15, 2002, among Stephen H. Gordon, David S.
DePillo and Christopher G. Hagerty, as Administrative Trustees, Wells Fargo
Bank, National Association, as Institutional Trustee, First Union Trust Company,
National Association, as Delaware Trustee, Commercial Capital Bancorp, Inc., 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

                                      A-1-2



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 Trust at its principal
place of business.

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

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

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

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

                                       CCB CAPITAL TRUST III


                                       By:  ___________________________________
                                            Name:
                                            Title: Administrative Trustee


                          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:  ___________________________________
                                            Authorized Officer

                                      A-1-3



                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Capital Security will be payable at an annual
rate equal to 5.75% beginning on (and including) the date of original issuance
and ending on (but excluding) July 1, 2002 and at an annual rate for each
successive period beginning on (and including) July 1, 2002, and each succeeding
Distribution Payment Date, and ending on (but excluding) the next succeeding
Distribution Payment Date (each a "Distribution Period"), equal to 3-Month
LIBOR, determined as described below, plus 3.75% (the "Coupon Rate"); provided,
however, that prior to July 1, 2007, the Coupon Rate shall not exceed 12.00%,
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 for more than a quarterly period
will bear interest thereon compounded quarterly at the Distribution Rate (to the
extent permitted by applicable law). The term `Distributions" as used herein
includes such cash distributions and any such interest payable 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 available therefor. As used herein,
"Determination Date" means the date that is two London Banking Days (i.e., a 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. In the event that any date on which a Distribution is payable on this
Capital Security is not a Business Day, then a payment of the Distribution
payable on such date will be made on the next succeeding day which is a Business
Day (and without any Distribution 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 amount of interest payable for any Distribution Period
will be calculated by applying the Coupon Rate to the principal amount
outstanding at the commencement of the Distribution Period and multiplying each
such amount by the actual number of days in the Distribution Period concerned
divided by 360.

     "3-Month LIBOR" as used herein, means the London interbank offered rate for
three-month Eurodollar deposits determined by the Debenture Trustee in the
following order of priority: (i) the rate (expressed as a percentage per annum)
for Eurodollar deposits having a three-month maturity that appears on Telerate
Page 3750 as of 11:00 a.m. (London time) on the particular 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 does
not appear on Telerate Page 3750 as of 11:00 a.m. (London time) on the
Determination Date, 3-Month LIBOR will be the arithmetic mean of the rates
(expressed as percentages per annum) for Eurodollar deposits having a
three-month maturity that appear on Reuters Monitor Money Rates Page LIBO
("Reuters Page LIBO") as of 11:00 a.m. (London time) on such Determination Date;
(iii) if such rate does not appear on Reuters Page LIBO as of 11:00 a.m. (London
time) 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 Eurodollar 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; (iv) if fewer than two such quotations are provided as
requested in clause (iii) 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 Eurodollars 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 (v) if fewer than two such quotations are provided as requested
in clause (iv) 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

                                      A-1-4



for Eurodollar deposits having a three-month maturity that initially appears on
Telerate Page 3750 or Reuters Page LIBO, as the case may be, as of 11:00 a.m.
(London time) on the related Determination Date is superseded on the Telerate
Page 3750 or Reuters Page LIBO, as the case may be, 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 Coupon Rate for any Distribution Period will at no time be higher than
the maximum rate then permitted by New York law as the same may be modified by
United States law.

     All percentages resulting from any calculations on the Capital Securities
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(e.g., 9.876545% or .09876545) being rounded to 9.87655% (or .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 31, June 30, September 30, and
December 31 of each year, commencing on June 30, 2002, which payment dates shall
correspond to the interest payment dates on the Debentures, to Holders of record
at the close of business on the regular record date for such Distribution which
shall be the close of business 15 days prior to such Distribution Payment Date
unless otherwise required in the Declaration. 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") on the Debentures, subject to the conditions described
below, although such interest would continue to accrue on the Debentures at an
annual rate equal to the Distribution Rate compounded quarterly to the extent
permitted by law during any Extension Period. 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 with respect to the Debentures,
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. As a consequence of such deferral, Distributions will also be
deferred. 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-1-5



                                   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-1-6



                                   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                 Number of Common Securities

                                 March 15, 2002

             Certificate Evidencing Floating Rate Common Securities

                                       of

                              CCB Capital Trust III

     CCB Capital Trust III, a statutory trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that Commercial Capital
Bancorp, Inc. (the "Holder") is the registered owner of common securities of the
Trust representing undivided beneficial interests in the assets of the Trust
(liquidation amount $1,000.00 per common security) (the "Common Securities").
The designation, rights, privileges, restrictions, preferences and other terms
and provisions of the Common Securities represented hereby are issued pursuant
to, and shall in all respects be subject to, the provisions of the Amended and
Restated Declaration of Trust of the Trust dated as of March 15, 2002, among
Stephen H. Gordon, David S. DePillo and Christopher G. Hagerty, as
Administrative Trustees, Wells Fargo Bank, National Association, as
Institutional Trustee, First Union Trust Company, National Association, as
Delaware Trustee, Commercial Capital Bancorp, Inc., 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, where 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.

                                     A-2-1



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

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

                                        CCB CAPITAL TRUST III


                                        By: ____________________________________
                                            Name:
                                            Title: Administrative Trustee

                                     A-2-2






                          [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 an annual
rate equal to 5.75% beginning on (and including) the date of original issuance
and ending on (but excluding) July 1, 2002 and at an annual rate for each
successive period beginning on (and including) July 1, 2002, and each succeeding
Distribution Payment Date, and ending on (but excluding) the next succeeding
Distribution Payment Date (each a "Distribution Period"), equal to 3-Month
LIBOR, determined as described below, plus 3.75% (the "Coupon Rate"); provided,
however, that prior to July 1, 2007, the Coupon Rate shall not exceed 12.00%,
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 for more than a quarterly period
will bear interest thereon compounded quarterly at the Distribution Rate (to the
extent permitted by applicable law). The term "Distributions" as used herein
includes such cash distributions and any such interest payable 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 available therefor. As used herein,
"Determination Date" means the date that is two London Banking Days (i.e., a 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. In the event that any date on which a Distribution is payable on this
Common Security is not a Business Day, then a payment of the Distribution
payable on such date will be made on the next succeeding day which is a Business
Day (and without any Distribution 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 amount of interest payable for the Distribution Period
commencing July 1, 2002 and each succeeding Distribution Period will be
calculated by applying the Coupon Rate to the principal amount outstanding at
the commencement of the Distribution Period and multiplying each such amount by
the actual number of days in the Distribution Period concerned divided by 360.

     "3-Month LIBOR" as used herein, means the London interbank offered rate for
three-month Eurodollar deposits determined by the Debenture Trustee in the
following order of priority: (i) the rate (expressed as a percentage per annum)
for Eurodollar deposits having a three-month maturity that appears on Telerate
Page 3750 as of 11:00 a.m. (London time) on the particular 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 does
not appear on Telerate Page 3750 as of 11:00 a.m. (London time) on the
Determination Date, 3-Month LIBOR will be the arithmetic mean of the rates
(expressed as percentages per annum) for Eurodollar deposits having a
three-month maturity that appear on Reuters Monitor Money Rates Page LIBO ("
Reuters Page LIBO") as of 11:00 a.m. (London time) on such Determination Date;
(iii) if such rate does not appear on Reuters Page LIBO as of 11:00 a.m. (London
time) 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 Eurodollar 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; (iv) if fewer than two such quotations are provided as
requested in clause (iii) 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 Eurodollars 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 (v) if fewer than two such quotations

                                     A-2-3



are provided as requested in clause (iv) 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 Eurodollar deposits having a
three-month maturity that initially appears on Telerate Page 3750 or Reuters
Page LIBO, as the case may be, as of 11:00 a.m. (London time) on the related
Determination Date is superseded on the Telerate Page 3750 or Reuters Page LIBO,
as the case may be, 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 Coupon Rate for any Distribution Period will at no time be higher than
the maximum rate then permitted by New York law as the same may be modified by
United States law.

     All percentages resulting from any calculations on the Common Securities
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(e.g., 9.876545% or .09876545) being rounded to 9.87655% (or .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 30, June 30, September 30, and December 31
of each year, commencing on June 30, 2002, which payment dates shall correspond
to the interest payment dates on the Debentures, to Holders of record at the
close of business on the regular record date for such Distribution which shall
be the close of business 15 days prior to such Distribution Payment Date unless
otherwise required in the Declaration. 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") on the Debentures, subject to the conditions described
below, although such interest would continue to accrue on the Debentures at an
annual rate equal to the Distribution Rate compounded quarterly to the extent
permitted by law during any Extension Period. No Extension Period may end on a
date other than an Interest Payment Date. At the end of any such Extension
Period the Sponsor 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 Sponsor 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 Sponsor 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 with respect to the Debentures, 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. As a
consequence of such deferral, Distributions will also be deferred. 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 Common Securities shall be redeemable as provided in the Declaration.

                                     A-2-4



                                   ASSIGNMENT

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

     ___________________________________________________________________________

     (Insert assignee's social security or tax identification number).__________

     ___________________________________________________________________________

     ___________________________________________________________________________

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

     ___________________________________________________________________________



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

          Date:  _________________________________

          Signature:  ____________________________

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

          Signature:  ____________________________

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

     Signature Guarantee/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

                                      B-1



                                    EXHIBIT C

                               PURCHASE AGREEMENT

                                      C-1

EX-10.9

                                                                   EXHIBIT 10.9

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

                        AMENDED AND RESTATED DECLARATION
                                    OF TRUST

                                  by and among

                       STATE STREET BANK AND TRUST COMPANY
                      OF CONNECTICUT, NATIONAL ASSOCIATION,
                            as Institutional Trustee,

                        COMMERCIAL CAPITAL BANCORP, INC.,
                                   as Sponsor,

                                       and
         STEPHEN H. GORDON, DAVID S. DEPILLO and CHRISTOPHER G. HAGERTY
                               as Administrators,

                           Dated as of March 26, 2002

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



                                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.........................................................................    7
         Section 2.5.       Title to Property of the Trust....................................................    7
         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............................   16
         Section 2.13.      Duration of Trust.................................................................   16
         Section 2.14.      Mergers...........................................................................   16

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..........................................................................   18
         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.............................................................................   22
         Section 6.1.       General Provisions Regarding Securities...........................................   22
         Section 6.2.       Paying Agent, Transfer Agent and Registrar........................................   23
         Section 6.3.       Form and Dating...................................................................   23
         Section 6.4.       Mutilated, Destroyed, Lost or Stolen Certificates.................................   24
         Section 6.5.       Temporary Securities..............................................................   24
         Section 6.6.       Cancellation......................................................................   24


                                        i



                                                                                                              
         Section 6.7.       Rights of Holders; Waivers of Past Defaults.......................................   24

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.......................................................................   30
         Section 9.3.       Fiduciary Duty....................................................................   31
         Section 9.4.       Indemnification...................................................................   31
         Section 9.5.       Outside Businesses................................................................   33
         Section 9.6.       Compensation; Fee.................................................................   33

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

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..........................................................   37
         Section 12.1.      Representations and Warranties of Institutional Trustee...........................   37

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..........................................................................   39
         Section 13.5.      Successors and Assigns............................................................   39
         Section 13.6.      Partial Enforceability............................................................   39
         Section 13.7.      Counterparts......................................................................   39



Annex I..................... Terms of Securities
Exhibit A-l................. 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

                             CCB STATUTORY TRUST II

                                 MARCH 26, 2002

     AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of March 26, 2002, 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 CCB 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 March 8, 2002 (the "Original Declaration"), and a Certificate of Trust
filed with the Secretary of State of the State of Connecticut on March 8, 2002,
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

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

                                        1



     "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 Stephen H. Gordon, David S. DePillo and
Christopher G. Hagerty, 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 to close.

     "Capital Securities" has the meaning set forth in paragraph l(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-l.

     "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 l(b) of Annex I.

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

                                        2



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

     "Corporate Trust Office" means the office of the Institutional Trustee at
which the corporate trust business of the Institutional Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Declaration is located at 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 Commercial Capital Bancorp, Inc., a Nevada
corporation, in its capacity as issuer of the Debentures under the Indenture.

     "Debenture Trustee" means State Street Bank and Trust Company of
Connecticut, National Association, as trustee under the Indenture until a
successor is appointed thereunder, and thereafter means such successor trustee.

     "Debentures" means the Floating Rate Junior Subordinated Deferrable
Interest Debentures due 2032 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" has the meaning set forth in paragraph 2(a) of
Annex I.

     "Distribution Rate" means, for the period beginning on (and including) the
date of original issuance and ending on (but excluding) June 26, 2002, 5.59%,
and for the period beginning on (and including) June 26, 2002 and thereafter,
the Coupon Rate.

     "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 of any
Security when it becomes due and payable; or

                                        3



     (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.

     "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.

     "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.

                                        4



     "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.

     "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.

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

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

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

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

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

                                        5



     "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 Commercial Capital Bancorp, Inc., a Nevada 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).

     "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.

                                        6



     "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 "CCB Statutory Trust II," 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 State Street Bank and Trust Company of Connecticut, 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.

     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.

                                        7



     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;

                    (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

                                        8



                    (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 Properly 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

                    (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.

                                        9



     (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.

     (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.

                                       10



     (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;

           (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.

                                       11



     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 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:

                                       12



           (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 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

                                       13



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:

     (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

                                       14



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, to exercise such of the rights and powers vested in it by this
Declaration, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs;

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

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

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

                                       15



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;

     (1)    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.

     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

                                       16



body, except as described in this 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. or any other nationally recognized
     statistical rating organization that rates securities issued by the initial
     purchaser of the Capital Securities that it will not reduce or withdraw the
     rating of any such securities because of such merger, conversion,
     consolidation, amalgamation or replacement;

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

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

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

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

                    (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;

                                       17



           (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.

     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 relating to the offering, sale
and issuance of the Debentures, including compensation of the Debenture Trustee
under the Indenture in accordance with the provisions 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
(including, but not limited to, costs and expenses relating to the organization,
maintenance and dissolution of the Trust), the offering, sale and issuance of
the Securities (including fees to the placement agents in connection therewith),
the fees 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

                                       18



acquisition, financing, and disposition of Trust assets and the enforcement by
the Institutional Trustee of the rights of the Holders: and

     (c)    to 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
     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 State Street Bank and
Trust Company of Connecticut, National Association.

                                       19



     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 Stephen H. Gordon, David S. DePillo and Christopher G.
Hagerty. 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 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

                                       20



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 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

                                       21



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.

                                   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.

                                       22



     (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 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

                                       23



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-l 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-l 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 $500,000.00 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. 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

                                       24



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 fails to annul any such declaration and
waive such default, the Holders of a Majority in liquidation amount of the
Capital Securities, by written notice to the Institutional Trustee, the Sponsor
and the Debenture Trustee, may rescind and annul such declaration and its
consequences if:

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

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

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

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

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

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

     The Holders of at least a Majority in liquidation amount of the Capital
Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default 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
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

                                       25



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 March 26, 2037, 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)    (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) upon the filing of a certificate of
     dissolution or its equivalent with respect to the Sponsor, upon the consent
     of Holders of a Majority in liquidation amount of the Securities voting
     together as a single class to file a certificate of cancellation with
     respect to the Trust or upon the revocation of the charter of the Sponsor
     and the expiration of 90 days after the date of revocation without a
     reinstatement thereof;

           (iv)     upon the distribution of the Debentures to the Holders of
     the Securities in accordance with Section 3 of Annex I;

           (v)      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;

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

           (vii)    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

                                       26



           (viii)   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.

     (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

                                       27



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 NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
     903 OR RULE 904 (AS APPLICABLE) OF REGULATIONS 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 ANT OTHER AVAILABLE
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT
     TO THE SPONSOR'S AND THE TRUST'S RIGHT PRIOR TO ANT 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

                                       28



     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 ANT 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 ANT OTHER PERSON OR ENTITY USING THE
     ASSETS OF ANT 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 $500,000.00 (500 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 $500,000.00
     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

                                       29



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.

     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

                                       30



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
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 it 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

                                       31



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 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

                                       32



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.

     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.

                                       33



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

                                    ARTICLE X

                                   ACCOUNTING

     SECTION 10.1.  FISCAL YEAR. The fiscal year ("Fiscal Year") of the Trust
shall be the calendar year, or such other year as is required by the Code.

     SECTION 10.2.  CERTAIN ACCOUNTING MATTERS.

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

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

     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

                                       34



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

                    (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.l(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)    Section 8.1 (b) and 8.1(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.

                                       35



     (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" 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 rights, preferences or privileges of the
     Holders of Securities;

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

     SECTION 11.2.  MEETINGS OF THE HOLDERS OF SECURITIES: ACTION BY WRITTEN
CONSENT.

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

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

           (i)      notice of any such meeting shall be given to all the Holders
     of the Securities having a right to vote thereat at least 7 days and not
     more than 60 days before the date of such meeting. Whenever a vote, consent
     or approval of the Holders of the Securities is permitted or required under
     this Declaration, such vote, consent or approval may be given at a meeting
     of the Holders of the Securities. Any action that may be taken at a meeting
     of the Holders of the Securities may be taken without a meeting if a
     consent in writing setting forth the action so taken is signed by the
     Holders of the Securities owning not less than the minimum amount of
     Securities

                                       36



     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).

                                   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);

                                       37



     (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):

            CCB Statutory Trust II
            c/o Commercial Capital Bancorp, Inc.
            One Venture, 3rd Floor
            Irvine, California 92618
            Attention: Stephen H. Gordon
            Telecopy: 949-585-0174

     (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):

            State Street Bank and Trust Company of Connecticut,
            National Association
            225 Asylum Street, Goodwin Square
            Hartford, Connecticut 06103
            Attention: Vice President, Corporate Trust Department
            Telecopy: 860-244-1889

            With a copy to:

            State Street Bank and Trust Company
            P.O. Box 778
            Boston, Massachusetts 02102-0778
            Attention: Paul D. Allen, Corporate Trust Department
            Telecopy: 617-662-1462

     (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):

            Commercial Capital Bancorp, Inc.
            One Venture, 3rd Floor
            Irvine, California 92618
            Attention: Stephen H. Gordon
            Telecopy: 949-585-0174

                                       38



     (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, (f) restrictions or limitations on the permissible
nature, amount or concentration of trust investment 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 [ILLEGIBLE] classified for United States federal income tax
purposes as a grantor trust. The provisions [ILLEGIBLE] Declaration shall be
interpreted to further this intention of the parties.

     SECTION 13.4.  HEADINGS. Headings contained in this Declaration are
inserted for [ILLEGIBLE] of reference only and do not affect the interpretation
of this Declaration or any provision hereto.

     SECTION 13.5.  SUCCESSORS AND ASSIGNS. Whenever in this Declaration any of
[ILLEGIBLE] is named or referred to, the successors and assigns of such party
shall be deemed to be [ILLEGIBLE] covenants and agreements in this Declaration
by the Sponsor and the Institutional [ILLEGIBLE] inure to the benefit of their
respective successors and assigns, whether or not so [ILLEGIBLE]

     SECTION 13.6.  PARTIAL ENFORCEABILITY. If any provision of this
Declaration, [ILLEGIBLE] such provision to any Person or circumstance, shall be
held invalid, the remainder [ILLEGIBLE] the application of such provision to
persons or circumstances other than those to [ILLEGIBLE] shall not be affected
thereby.

     SECTION 13.7.  COUNTERPARTS. This Declaration may contain more [ILLEGIBLE]
signature page and this Declaration may be executed by the affixing of
[ILLEGIBLE] Institutional Trustee and Administrators to any of such counterpart
[ILLEGIBLE] counterpart signature pages shall be read as though one, and they
shall have [ILLEGIBLE] though all of the signers had signed a single signature
page.

                     Signatures appear on the following page

                                       39



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

                                        STATE STREET BANK AND TRUST COMPANY OF
                                        CONNECTICUT. NATIONAL ASSOCIATION.
                                        as Institutional Trustee

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

                                        COMMERCIAL CAPITAL BANCORP, INC., as
                                        Sponsor

                                        By: /s/ Stephen H. Gordon
                                           -------------------------------------
                                                Name:  Stephen H. Gordon
                                                Title: Chairman and CEO

                                        CCB STATUTORY TRUST II

                                        By: /s/ Stephen H. Gordon
                                           -------------------------------------
                                                Administrator

                                        By: /s/ David S. DePillo
                                           -------------------------------------
                                                Administrator

                                        By: /s/ Christopher G. Hagerty
                                           -------------------------------------
                                                Administrator

                                       40



                                     ANNEX 1

                               TERMS OF SECURITIES

            Pursuant to Section 6.1 of the Amended and Restated Declaration of
Trust, dated as of March 26, 2002 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Capital Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration):

     1.     Designation and Number.

            (a)     15.000 Floating Rate Capital Securities of CCB Statutory
Trust II (the "Trust"), with an aggregate stated liquidation amount with respect
to the assets of the Trust of fifteen million and 00/100 dollars
($15,000,000.00) and a stated liquidation amount with respect to the assets of
the Trust of $1,000.00 per Capital Security, are hereby designated for the
purposes of identification only as the "Capital Securities". The Capital
Security Certificates evidencing the Capital Securities shall be substantially
in the form of Exhibit A-l to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice.

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

     2.     Distributions.

            (a)     Distributions will be payable on each Security for the
period beginning on (and including) the date of original issuance and ending on
(but excluding) June 26, 2002 at a rate per annum of 5.59% and shall bear
interest for each successive period beginning on (and including) June 26, 2002,
and each succeeding Distribution Payment Date, and ending on (but excluding) the
next succeeding Distribution Payment Date (each, a "Distribution Period") at a
rate per annum equal to the 3-Month LIBOR, determined as described below, plus
3.60% (the "Coupon Rate"); provided, however, that prior to March 26. 2007. the
Coupon Rate shall not exceed 11.00%, 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 for more than one
quarterly period will bear interest thereon compounded quarterly at the
applicable Distribution Rate (to the extent permitted by law). 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. In the event that any date on which a Distribution
is payable on the Securities is not a Business Day, then payment of interest
payable on such date shall 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 such payment was
originally payable. The amount of interest payable for any Distribution Period
will be calculated by applying the Coupon Rate to the principal amount
outstanding at the commencement of the Distribution Period and multiplying each
such amount by the actual number of days in the Distribution Period concerned
divided by 360. All percentages resulting from any calculations on the Capital
Securities will be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with five one-millionths of a percentage point rounded
upward (e.g., 9.876545% or .09876545 being rounded to 9.87655% or .0987655, and
all dollar

                                       I-1



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 26, June 26, September 26 and December 26 of each year,
commencing on June 26, 2002 (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, although such interest would continue to accrue on the Debentures at the
Distribution Rate compounded quarterly (to the extent permitted by law) during
any Extension Period. No Extension Period may end on a date other than a
Distribution Payment Date. At the end of any such Extension Period the Debenture
Issuer shall pay all interest then accrued and unpaid on the Debentures
(together with Additional Interest thereon); provided, however, that no
Extension Period may extend beyond the Maturity Date and provided further,
however, 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. 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

                                       I-2



payable (after giving effect to any Extension Period) to the extent that the
Trust has funds available for the payment of such distributions in the Property
Account of the Trust. The Trust's funds available for Distribution to the
Holders of the Securities will be limited to payments received from the
Debenture Issuer. The payment of Distributions out of moneys held by the Trust
is guaranteed by the Guarantor pursuant to the Guarantee.

            (c)     Distributions on the Securities will be payable to the
Holders thereof as they appear on the books and records of the Trust on the
relevant record dates. The relevant record dates shall be 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 lesser of (i) the
aggregate of the stated liquidation amount of $1,000.00 per Security plus
accrued and unpaid Distributions thereon to the date of payment, to the extent
the Trust shall have funds available therefor, and (ii) the amount of assets of
the Trust remaining available for distribution to Holders in liquidation of the
Trust (such amount being, in either case, the "Liquidation Distribution"),
unless in connection with such Liquidation, the Debentures in 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 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.

                                       I-3



     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 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 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, and (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 March 26, 2032. The Debentures
may be redeemed by the Debenture Issuer, in whole or in part at any time and
from time to time on or after March 26, 2007, at the Redemption Price. In
addition, the Debentures may be redeemed by the Debenture Issuer at the Special
Redemption Price, in whole but not in part, at any Distribution Payment Date,
upon the occurrence and continuation of a Special Event within 120 days
following the occurrence of such Special Event at the Special Redemption Price,
upon not less than 30 nor more than 60 days' notice to holders of such
Debentures so long as such Special Event is continuing. In each case, the right
of the Debenture Issuer to redeem the Debentures is subject to the Debenture
Issuer having received prior approval from the Federal Reserve (if the Debenture
Issuer is a bank holding company) or prior approval from the OTS (if the
Debenture Issuer is a savings and loan holding company), in each case if then
required under applicable capital guidelines or policies of the applicable
federal agency.

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

            (1)     the rate (expressed as a percentage per annum) for U.S.
     dollar deposits having a three-month maturity that appears on Telerate Page
     3750 as of 11:00 a.m. (London time) on the

                                       I-4



     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 US. 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 Coupon 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
Debentures 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 Debentures as Tier 1 Capital
shall not constitute the basis for a Capital Treatment Event, if such inability
results from the Sponsor having cumulative preferred stock, minority interests
in consolidated subsidiaries, or any other class of security or interest which
the Federal Reserve or OTS. as applicable, may now or hereafter accord Tier 1
Capital treatment in excess of the amount which may now or hereafter qualify for
treatment as Tier 1 Capital under applicable capital adequacy guidelines:
provided further, however, that the distribution of Debentures in connection
with the Liquidation of the Trust shall not in and of itself constitute a
Capital Treatment Event unless such Liquidation shall have occurred in
connection with a Tax Event or an Investment Company Event.

                                       I-5



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

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

     "Maturity Date" means March 26, 2032.

     "Redemption Date" shall mean the date fixed for the redemption of Capital
Securities, which shall be March 26, June 26, September 26 or December 26
commencing March 26, 2007.

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

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

     "Special Redemption Date" means a Redemption Date on which a Special Event
redemption occurs.

     "Special Redemption Price" means (i) 107.5% of the principal amount of the
Debentures being redeemed on a Redemption Date that occurs before March 26, 2007
and (ii) 100% of the principal amount of the Debentures being redeemed on a
Redemption Date that occurs on March 26, 2007 or after, plus, in each case,
accrued and unpaid interest on such Debentures to the Redemption Date.

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

            (b)     Upon the repayment in full at maturity or redemption in
whole or in part of the Debentures (other than following the distribution of the
Debentures to the Holders of the Securities), the

                                       I-6



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 applicable Redemption Price or Special Redemption Price
     specified in paragraph 4(a), but without interest on such Redemption Price
     or Special Redemption Price. If any date fixed for redemption of Securities
     is not a Business Day, then payment of any such Redemption Price or Special
     Redemption Price 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 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 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

                                       I-7



     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 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

                                       I-8



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
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

                                       I-9



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) waive any past
default and its consequences that is waivable under the Indenture, or (iii)
exercise 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.

                                      I-10



     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

                                      I-11



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
preemptive or similar rights to subscribe for any additional securities.

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

                                      I-12



                                   EXHIBIT A-l

                      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 REGULATIONS 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



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 $500,000.00 (500 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 $500,000.00 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 ANT 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-l               15,000 Capital Securities

                                 March 26, 2002

             Certificate Evidencing Floating Rate Capital Securities

                                       of

                             CCB Statutory Trust II

               (liquidation amount $1,000.00 per Capital Security)

     CCB Statutory Trust II, 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 March 26, 2002 among Preferred Term Securities V, Ltd.,
Preferred Term Securities V, Inc. and The Bank of New York, is the registered
owner of 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 designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Capital
Securities represented hereby are issued pursuant to, and shall in all respects
be subject to, the provisions of the Amended and Restated Declaration of Trust
of the Trust dated as of March 26, 2002, among Stephen H. Gordon, David S.
DePillo and Christopher G. Hagerty, as Administrators, State Street Bank and
Trust Company of Connecticut, National Association, as Institutional Trustee,
Commercial Capital Bancorp. Inc., 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 Trust at its principal place
of business.

                                      A-1-2



     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



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

                                        CCB STATUTORY TRUST II


                                        By:
                                           -------------------------------------
                                            Name:
                                            Title: Administrator

                        CERTIFICATE OF AUTHENTICATION

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

                                        STATE STREET BANK AND TRUST COMPANY OF
                                        CONNECTICUT, NATIONAL ASSOCIATION,
                                        as the Institutional Trustee


                                        By:
                                           -------------------------------------
                                                    Authorized Officer

                                      A-1-4



                          [FORM OF REVERSE OF SECURITY]

     Distributions payable on each Capital Security will be payable at an annual
rate equal to 5.59% beginning on (and including) the date of original issuance
and ending on (but excluding) June 26, 2002 and at an annual rate for each
successive period beginning on (and including) June 26, 2002, and each
succeeding Distribution Payment Date, and ending on (but excluding) the next
succeeding Distribution Payment Date (each a "Distribution Period"), equal to
3-Month LIBOR, determined as described below, plus 3.60% (the "Coupon Rate");
provided, however, that prior to March 26, 2007, the Coupon Rate shall not
exceed 11.00%. 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 for
more than a quarterly period will bear interest thereon compounded quarterly at
the Distribution Rate (to the extent permitted by applicable law). The term
"Distributions" as used herein includes payments of Interest and any principal
on the Debentures held by the Institutional Trustee 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 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. In the event that any date on which a Distribution is payable on this
Capital Security is not a Business Day, then a payment of the Distribution
payable on such date will be made on the next succeeding day which is a Business
Day (and without any Distribution 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 amount of interest payable for any Distribution Period
will be calculated by applying the Coupon Rate to the principal amount
outstanding at the commencement of the Distribution Period and multiplying each
such amount by the actual number of days in the Distribution Period concerned
divided by 360.

     "3-Month LIBOR" as used herein, means the London interbank offered interest
rate for three-month U.S. dollar deposits determined by the Debenture Trustee in
the following order of priority: (i) the rate (expressed as a percentage per
annum) for U.S. dollar deposits having a three-month maturity that appears on
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.

                                      A-1-5



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

     All percentages resulting from any calculations on the Capital Securities
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(e.g., 9.876545% or .09876545 being rounded to 9.87655% or .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 26, June 26, September 26 and
December 26 of each year, commencing on June 26, 2002. 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") on the Debentures, subject to the conditions
described below, although such interest would continue to accrue on the
Debentures at an annual rate equal to the Distribution Rate compounded quarterly
to the extent permitted by law during any Extension Period. 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. 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



                                   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 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-l                  464 Common Securities

                                 March 26, 2002

             Certificate Evidencing Floating Rate Common Securities

                                       of

                             CCB Statutory Trust II

     CCB Statutory Trust II, a statutory trust created under the laws of the
State of Connecticut (the "Trust"), hereby certifies that Commercial Capital
Bancorp, Inc. (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 designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Common Securities represented
hereby are issued pursuant to, and shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of March 26, 2002, among Stephen H. Gordon, David S. DePillo and Christopher
G. Hagerty, as Administrators, State Street Bank and Trust Company of
Connecticut, National Association, as Institutional Trustee, Commercial Capital
Bancorp, Inc., 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, where 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



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

                                        CCB STATUTORY TRUST II

                                        By:
                                           -------------------------------------
                                            Name:
                                            Title: Administrator

                                      A-2-2



                          [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 an annual
rate equal to 5.59% beginning on (and including) the date of original issuance
and ending on (but excluding) June 26, 2002 and at an annual rate for each
successive period beginning on (and including) June 26, 2002, and each
succeeding Distribution Payment Date, and ending on (but excluding) the next
succeeding Distribution Payment Date (each a "Distribution Period"), equal to
3-Month LIBOR, determined as described below, plus 3.60% (the "Coupon Rate");
provided, however, that prior to March 26, 2007, the Coupon Rate shall not
exceed 11.00%, 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 for more than one
period will bear interest thereon compounded at the Distribution Rate (to the
extent permitted by applicable law). The term "Distributions" as used herein
includes payments of Interest and any principal on the Debentures held by the
Institutional Trustee 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
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. In the event that any date on
which a Distribution is payable on this Common Security is not a Business Day,
then a payment of the Distribution payable on such date will be made on the next
succeeding day which is a Business Day (and without any Distribution 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 amount of interest payable
for any Distribution Period will be calculated by applying the Coupon Rate to
the principal amount outstanding at the commencement of the Distribution Period
and multiplying each such amount by the actual number of days in the
Distribution Period concerned divided by 360.

     "3-Month LIBOR" as used herein, means the London interbank offered interest
rate for three-month U.S. dollar deposits determined by the Debenture Trustee in
the following order of priority: (i) the rate (expressed as a percentage per
annum) for U.S. dollar deposits having a three-month maturity that appears on
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.

                                      A-2-3



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

     All percentages resulting from any calculations on the Common Securities
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(e.g., 9.876545% or .09876545 being rounded to 9.87655% or .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 26, June 26, September 26 and December 26
of each year, commencing on June 26, 2002. 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") on the Debentures, subject to the conditions described
below, although such interest would continue to accrue on the Debentures at an
annual rate equal to the Distribution Rate compounded quarterly to the extent
permitted by law during any Extension Period. No Extension Period may end on a
date other than an Interest Payment Date. At the end of any such Extension
Period the Sponsor 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 Sponsor 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 Sponsor 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. 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 Common Securities shall be redeemable as provided in the Declaration.

                                      A-2-4



                                   ASSIGNMENT

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

     _____________________________________________________________________

     (Insert assignee's social security or tax identification number)____

     _____________________________________________________________________

     _____________________________________________________________________

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

     _____________________________________________________________________


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

               Date:
                    -----------------------------------------

               Signature:
                         ------------------------------------

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

               Signature:
                         ------------------------------------

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

     Signature Guarantee/2/

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

                                      A-2-5



                                    EXHIBIT B

                          SPECIMEN OF INITIAL DEBENTURE

                                       B-1



                                    EXHIBIT C

                               PLACEMENT AGREEMENT

                                       C-1

EX-10.10

                                                                   EXHIBIT 10.10


                               GUARANTEE AGREEMENT


                        Commercial Capital Bancorp, Inc.


                          Dated as of November 28, 2001



                                TABLE OF CONTENTS


                                                                                      Page
                                                                                      ----
                                                                                    
                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

Section 1.01    Definitions and Interpretation.......................................   1

                                   ARTICLE II
                 POWERS, DUTIES AND RIGHTS OF GUARANTEE TRUSTEE

Section 2.01    Powers and Duties of the Guarantee Trustee...........................   4
Section 2.02    Certain Rights of Guarantee Trustee..................................   5
Section 2.03    Not Responsible for Recitals or Issuance of Guarantee................   7
Section 2.04    Events of Default; Waiver............................................   7
Section 2.05    Events of Default; Notice............................................   8

                                   ARTICLE III
                                GUARANTEE TRUSTEE

Section 3.01    Guarantee Trustee; Eligibility.......................................   8
Section 3.02    Appointment, Removal and Resignation of Guarantee Trustee............   9

                                   ARTICLE IV
                                   GUARANTEE

Section 4.01    Guarantee............................................................   9
Section 4.02    Waiver of Notice and Demand..........................................  10
Section 4.03    Obligations Not Affected.............................................  10
Section 4.04    Rights of Holders....................................................  11
Section 4.05    Guarantee of Payment.................................................  11
Section 4.06    Subrogation..........................................................  11
Section 4.07    Independent Obligations..............................................  12
Section 4.08    Enforcement..........................................................  12

                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

Section 5.01    Limitation of Transactions...........................................  12
Section 5.02    Ranking..............................................................  13

                                   ARTICLE VI
                                  TERMINATION

Section 6.01    Termination..........................................................  13


                                        i



                                                                                  
                                   ARTICLE VII
                                 INDEMNIFICATION

Section 7.01    Exculpation..........................................................13
Section 7.02    Indemnification......................................................14
Section 7.03    Compensation; Reimbursement of Expenses..............................15

                                  ARTICLE VIII
                                 MISCELLANEOUS

Section 8.01    Successors and Assigns...............................................15
Section 8.02    Amendments...........................................................16
Section 8.03    Notices..............................................................16
Section 8.04    Benefit..............................................................17
Section 8.05    Governing Law........................................................17
Section 8.06    Counterparts.........................................................17



                                       ii



                               GUARANTEE AGREEMENT

          This GUARANTEE AGREEMENT (the "Guarantee"), dated as of November 28,
2001, is executed and delivered by Commercial Capital Bancorp, Inc., a savings
and loan holding company incorporated in Nevada (the "Guarantor"), and
Wilmington Trust Company, a Delaware banking corporation, 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 CCB Capital Trust
I, a Delaware statutory business trust (the "Issuer").

          WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of November 28, 2001, among the trustees named therein
of the Issuer, Commercial Capital Bancorp, Inc., 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 $15,000,000, designated the Floating Rate MMCapS(SM)
(the "Capital Securities");

          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; and

          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 1.01   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 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.



          "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 Agreement is located at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001.

          "Covered Person" means any Holder of Capital Securities.

          "Debentures" means the junior subordinated debentures of Commercial
Capital Bancorp, Inc., designated the Floating Rate Junior Subordinated Debt
Securities due 2031, 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 shall have 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 shall have 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 Wilmington Trust Company, 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, any Affiliate of the
Guarantee Trustee (including in its individual capacity), 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 November 28, 2001, between
the Guarantor and Wilmington Trust Company, 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, 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

                                        3



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 GUARANTEE TRUSTEE

     Section 2.01   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 cured or 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

                                        4



                    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 2.02   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.

                                        5



                    (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 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 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 responsible for
               any misconduct or negligence on the part of any agent or attorney
               appointed with due care by it hereunder.

                                        6



                    (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.

                    (xii)  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 2.03   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 2.04   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 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.

                                        7



     Section 2.05   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
                                GUARANTEE TRUSTEE

     Section 3.01   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.

               (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.

                                        8



     Section 3.02   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 4.01   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 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.

                                        9



               (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 Agreement is intended to be for the Beneficiaries who have received
     notice hereof.

     Section 4.02   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 4.03   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

                                       10



               (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 4.04   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 counsel determines that the action or
     proceeding so directed may not lawfully be taken or if the Guarantor
     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 4.05   Guarantee of Payment.

               This Guarantee creates a guarantee of payment and not of
collection.

     Section 4.06   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 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.

                                       11



     Section 4.07   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 4.08   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 5.01   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 occurrence of the Event of Default or the
applicable Extension Period, (iii) as a result of any exchange of 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

                                       12



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 5.02   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 6.01   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.

                                   ARTICLE VII
                                 INDEMNIFICATION

     Section 7.01   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

                                       13



     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 7.02   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 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 Guarantor in an action, the Indemnified Person
     shall have the right to employ separate counsel (including local counsel),
     and the Guarantor

                                       14



     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 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 7.03   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.

                                  ARTICLE VIII
                                  MISCELLANEOUS

     Section 8.01   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

                                       15



without the prior approval of the Holders of not less than a Majority in
liquidation amount of the Capital Securities.

     Section 8.02   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 8.03   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):

                    Wilmington Trust Company
                    Rodney Square North
                    1100 North Market Street
                    Wilmington, Delaware 19890-0001
                    Attention: Corporate Trust Administration
                    Telecopy:  302-651-8882
                    Telephone: 302-651-1000

               (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):

                    Commercial Capital Bancorp, Inc.
                    1 Venture, Third Floor
                    Irvine, California 92618
                    Attention: Christopher G. Hagerty
                    Telecopy:  949-585-0174
                    Telephone: 949-585-7500

               (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

                                       16



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 8.04   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 8.05   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 8.06   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.


                                  COMMERCIAL CAPITAL BANCORP, INC.,
                                      as Guarantor


                                  By: /s/ Stephen H. Gordon
                                      --------------------------------------
                                      Stephen H. Gordon
                                      Chairman and Chief Executive Officer


                                  WILMINGTON TRUST COMPANY,
                                      as Guarantee Trustee


                                  By:
                                      --------------------------------------
                                      Name:
                                      Title:



     THIS GUARANTEE is executed as of the day and year first above written.


                                  COMMERCIAL CAPITAL BANCORP, INC.,
                                      as Guarantor


                                  By:
                                      --------------------------------------
                                      Stephen H. Gordon
                                      Chairman and Chief Executive Officer

                                  WILMINGTON TRUST COMPANY,
                                      as Guarantee Trustee

                                  By: /s/ Denise M. Geran
                                      --------------------------------------
                                      Name:  DENISE M. GERAN
                                      Title: ASSISTANT VICE PRESIDENT

EX-10.11

                                                                  Exhibit 10.11





                 _____________________________________________


                               GUARANTEE AGREEMENT

                                 by and between

                        COMMERCIAL CAPITAL BANCORP, INC.

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                           Dated as of March 15, 2002

                  _____________________________________________



                               GUARANTEE AGREEMENT

         This GUARANTEE AGREEMENT (this "Guarantee"), dated as of March 15,
2002, is executed and delivered by Commercial Capital Bancorp, Inc., a Nevada
corporation (the "Guarantor"), and Wells Fargo Bank, National Association, a
national banking association incorporated and existing 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 CCB Capital Trust III, a Delaware statutory trust (the
"Issuer").

         WHEREAS, pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of the date hereof among Wells Fargo Bank, National
Association, not in its individual capacity but solely as institutional trustee,
First Union Trust Company, National Association, not in its individual capacity
but solely as Delaware Trustee, the administrative trustees 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 $5,000,000 (the "Capital Securities"); and

         WHEREAS, as incentive for the Holders (as defined herein) 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 210 North University Drive, Coral
Springs, FL 33071, Attention: Manager - Corporate Trust Administration.

         "Covered Person" means any Holder of Capital Securities.

         "Debentures" means the debt securities of the Guarantor designated the
Floating Rate Junior Subordinated Deferrable Interest Debentures due 2032 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 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.

         "Guarantor" means Commercial Capital Bancorp, Inc. 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.

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         "Indemnified Person" means the Guarantee Trustee (including in its
individual capacity), any Affiliate of the Guarantee Trustee, or any officers,
directors, shareholders, members, partners, employees, representatives,
nominees, custodians or agents of the Guarantee Trustee.

         "Indenture" means the Indenture dated as of the date hereof 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.

         "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 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 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.

         "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 with direct
responsibility for the administration of this Guarantee including any Vice
President, Assistant Vice Presi dent, Secretary, Assistant Secretary or any
other officer of the Guarantee Trustee customarily performing functions similar
to those performed by any

                                       3



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.

         "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
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

                                       4



               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 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 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.

         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).

                                       5



          (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 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

                                       6



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 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, 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

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     authority referred to above, then, for the purposes of this Section
     3.l(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.

     (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 45 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.

                                       8



                                   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'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 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 Agreement 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;

                                       9



     (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
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 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

                                       10



this Agreement; 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
Agreement, if at the time of any such payment, and after giving effect to such
payment, any amounts are due and unpaid under this Agreement.

                                   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

                                       11



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.

                                   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.

                                       12



     (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 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 to the extent 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.

                                  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):

          Wells Fargo Bank, National Association
          210 North University Drive
          Coral Springs, FL 33071
          Attention: Manager - Corporate Trust Administration
          Telecopy: (954) 575-8269

          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):

          c/o Commercial Capital Bancorp, Inc.
          One Venture, 3/rd/ Floor
          Irvine, CA 92618
          Attention: Stephen H. Gordon
          Telecopy: (949) 585-0174

     (b)  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. Notwithstanding the foregoing,
with respect to the Guarantee Trustee, all such notices shall be deemed to have
been given when actually received by it at its Corporate Trust Office.

     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.

                                       14



     Section 8.5  Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

     Section 8.6  Counterpart. 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.

                                         COMMERCIAL CAPITAL BANCORP, INC., as
                                              Guarantor


                                         By: /s/ Stephen H. Gordon
                                             ----------------------------
                                             Name: Stephen H. Gordon
                                             Title: Chairman and Chief Executive
                                                    Officer

                                         WELLS FARGO BANK, NATIONAL
                                         ASSOCIATION, as Guarantee Trustee


                                         By: /s/ Byron Merino
                                             ----------------------------
                                             Name: Byron Merino
                                             Title: Vice President

                                       16

EX-10.12

                                                                 EXHIBIT 10.12

- --------------------------------------------------------------------------------

                               GUARANTEE AGREEMENT

                                 by and between

                      COMMERCIAL CAPITAL BANCORP, INC.

                                      and

                       STATE STREET BANK AND TRUST COMPANY
                      OF CONNECTICUT, NATIONAL ASSOCIATION

                           Dated as of March 26, 2002

- --------------------------------------------------------------------------------



                               GUARANTEE AGREEMENT

     This GUARANTEE AGREEMENT (this "Guarantee"), dated as of March 26, 2002, is
executed and delivered by Commercial Capital Bancorp, Inc., a Nevada corporation
(the "Guarantor"), and State Street Bank and Trust Company of Connecticut,
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 CCB Statutory Trust II, 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 State Street Bank and Trust
Company of Connecticut, 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 $15,000,000.00 (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
Floating Rate Junior Subordinated Deferrable Interest Debentures due 2032 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 State Street Bank and Trust Company of
Connecticut, 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 Commercial Capital Bancorp, Inc. 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 State Street Bank and Trust Company of Connecticut, 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'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.

                                        8



     (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.

     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 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

                                       13



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):

     State Street Bank and Trust Company of Connecticut, National Association
     225 Asylum Street, Goodwin Square
     Hartford, Connecticut 06103
     Attention: Corporate Trust Department
     Telecopy:  860-244-1889

     With a copy to:

     State Street Bank and Trust Company
     P.O. Box 778
     Boston, Massachusetts 02102-0778
     Attention: Paul D. Allen, Corporate Trust Department
     Telecopy:  617-662-1462

     (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):

     Commercial Capital Bancorp, Inc.
     One Venture, 3rd Floor
     Irvine, California 92618
     Attention: Stephen H. Gordon
     Telecopy:  949-585-0174

     (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
Beneficiaries and, subject to Section 2.1(a), is not separately transferable
from the Capital Securities.

                                       14



     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.


                                           COMMERCIAL CAPITAL BANCORP, INC., as
                                           Guarantor


                                           By: /s/ Stephen H. Gordon
                                               ---------------------------------
                                                  Name:  Stephen H. Gordon
                                                  Title: Chairman and CEO


                                           STATE STREET BANK AND TRUST COMPANY
                                           OF CONNECTICUT, NATIONAL
                                           ASSOCIATION, as Guarantee Trustee


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

                                       16

EX-10.13

                                                                   Exhibit 10.13


                        MEMBERSHIP INTEREST PURCHASE AGREEMENT


     This Membership Interest Purchase Agreement (this "Agreement"), dated as of
July 1, 2002, is made by and between Stephen H. Gordon, David S. DePillo and
Scott F. Kavanaugh and Kerry C. Kavanaugh of the Kavanaugh Family Trust, dated
November 20, 1995 (each a "Seller" and together, the "Sellers") and Commercial
Capital Bancorp, a Nevada corporation ("Buyer").

                                    RECITALS

          WHEREAS, Sellers own one hundred percent (100%) of the Class A
Membership Interests (the "Class A Interests") and ninety-nine percent (99%) of
the Class B Membership Interests (the "Class B Interests") of Financial
Institutional Partners, LLC, a California limited liability company.

          WHEREAS, Buyer desires to purchase the Class A Interests and the Class
B Interests from Sellers for cash consideration in the amount of $1 for the
Class A interests and $78,544.75 for the Class B Interests.

          WHEREAS, Sellers desires to sell the Class A Interests and the Class B
Interests to Buyer for the consideration stated above.

          NOW, THEREFORE, in consideration of the foregoing and the mutual
representations and promises herein contained, the parties agree as follows:

                                    AGREEMENT

          1.   Purchase and Sale of Class B Membership Interest. Upon the terms
and subject to the conditions set forth herein, Sellers hereby sell, convey and
transfer unto Buyer, and Buyer hereby purchases from Sellers, all of Sellers'
collective right, title and interest to the Class A and Class B Interests.

          2.   Delivery of Consideration. In consideration for Seller's sale of
the Class A and Class B Interests to Buyer, Buyer hereby delivers to Seller (a)
one dollar ($1) in exchange for the Class A Interests then held by them and (b)
seventy-eight thousand five hundred forty-four dollars and seventy-five cents
($78,544.75) in exchange for the Class B Interests then held by them, made
payable by cash, check or wire transfer to Sellers.

          3.   Representations and Warranties.

          (a)  Sellers and Buyer each represents and warrants to the other that
he or it is duly authorized to execute, deliver and perform this Agreement and
any other document or agreement to be executed, delivered or performed pursuant
hereto, and each of its respective obligations hereunder and thereunder, and
that this Agreement and all other such documents or agreements shall constitute
the legal, valid and binding obligations of Sellers or Buyer, as the case may
be, enforceable in accordance with their respective terms.



          (b)  Each Seller represents and warrants that he or it has good and
valid title to of the Class A and Class B Interests free of any liens,
restrictions or encumbrances.

          4.   Governing Law. This Agreement shall be governed and construed in
accordance with the laws of the State of California.

          5.   Severability. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provision hereof.

          6.   Notices. All notices or other communications hereunder shall be
made in writing and shall be delivered either by personal delivery, United
States mail, overnight courier, facsimile or other electronic transmission, to
Buyer or Sellers, addressed to the appropriate party at the following address:
One Venture, 3/rd/ Floor, Irvine, California 92618.

          7.   Counterparts. This Agreement may be executed in one or more
counterparts and each such counterpart shall constitute an original instrument.

          8.   Assignment. This Agreement and the rights and obligations may be
transferred by either party upon the written consent of the other party.

                     [Rest of page intentionally left blank]

                                       2



        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives of the date first above
written.


                              ("Sellers")
                                -------

                              SCOTT F. KAVANAUGH & KERRY C.
                              KAVANAUGH OF THE KAVANAUGH
                              FAMILY TRUST DATED NOVEMBER 20, 1995


                              /s/ Scott F. Kavanaugh
                              ----------------------------------
                              Scott F. Kavanaugh, tRUSTEE


                              /s/ Kerry C. Kavanaugh
                              ----------------------------------
                              Kerry C. Kavanaugh, Trustee


                              /s/ Stephen H. Gordon
                              ----------------------------------
                              Stephen H. Gordon


                              /s/ David S. DePillo
                              ----------------------------------
                              David S. DePillo


                              ("Buyer")
                                -----

                              Commercial Capital Bancorp, A Nevada corporation

                              By:    /s/ Stephan H. Gordon
                                     --------------------------
                              Title: Chairman/CEO
                                     --------------------------

EX-10.14

                                                                   Exhibit 10.14

                            COMMERCIAL CAPITAL BANK
                             SPLIT DOLLAR AGREEMENT

     THIS AGREEMENT is adopted this 23rd day of July, 2002. by and between
COMMERCIAL CAPITAL BANK, a savings association located in Irvine, California
(the "Company"), and STEPHEN H. GORDON (the "Executive). This Agreement shall
append the Split Dollar Endorsement entered into on even date herewith or as
subsequently amended, by and between the aforementioned parties.

                                  INTRODUCTION

     To encourage the Executive to remain an employee of the Company, the
Company is willing to divide the death proceeds of a life insurance policy on
the Executive's life. The Company will pay life insurance premiums from its
general assets.

                                   AGREEMENT

     The Company and the Executive agree as follows:

                                   Article 1
                              General Definitions

     The following terms shall have the meanings specified:

        1.1 "Insured" means the Executive.

        1.2 "Insurer" means each life insurance carrier in which there is a
Split Dollar Policy Endorsement attached to this Agreement.

        1.3 "Net Death Proceeds" means the total death proceeds of the Policy
minus the cash surrender value.

        1.4 "Normal Retirement Age" means the Executive's 60th birthday.

        1.5 "Policy" means the specific life insurance policy issued by the
Insurer.

        1.6 "Termination of Employment" means the Executive ceasing to be
employed by the Company for any reason whatsoever, other than by reason of an
approved leave of absence.

        1.7 "Voluntary Termination" means that the Executive, prior to Normal
Retirement Age, has terminated employment with the Company for reasons other
than death, Disability, Termination for Cause, Change of Control, or Early
Involuntary Termination.



        1.8 "Termination for Cause" See Article 8.

        1.9 "Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.

        1.10 "Early Involuntary Termination" means that the Executive, prior to
Normal Retirement Age, has been notified in writing, that employment with the
Company is terminated for reasons other than an approved leave of absence,
Termination for Cause, Disability, or within 12 months following a Change of
Control.

                                   Article 2
                           Policy Ownership/Interests

        2.1 Company Ownership. The Company is the sole owner of the Policy and
shall have the right to exercise all incidents of ownership. The Company shall
be the beneficiary of the remaining death proceeds of the Policy after the
Interest of the Executive or the Executive's transferee has been paid according
to Section 2.2 below.

        2.2 Executive's Interest. The Executive shall have the right to
designate the beneficiary of $2,245,000 of death proceeds of the Policy not to
exceed the net death proceeds of the Policy. The Executive shall also have the
right to elect and change settlement options that may be permitted. However, the
Executive, the Executive's transferee or the Executive's beneficiary shall have
no rights or interests in the Policy with respect to that portion of the death
proceeds designated in this section 2.2 upon the Executive's Voluntary
Termination of Employment or Termination for Cause.

        2.3 Option to Purchase. The Company shall not sell, surrender or
transfer ownership of the Policy while this Agreement is in effect without
first giving the Executive or the Executive's transferee the option to purchase
the Policy for a period of 60 days from written notice of such intention. The
purchase price shall be an amount equal to the cash surrender value of the
Policy.

        2.4 Comparable Coverage. Upon execution of this Agreement, the Company
shall maintain the Policy in full force and effect and in no event shall the
Company amend, terminate or otherwise abrogate the Executive's interest in the
Policy, unless the Company replaces the Policy with a comparable insurance
policy to cover the benefit provided under this Agreement and the Company and
the Executive execute a new Split Dollar Policy Endorsement for said comparable
insurance policy. The Policy or any comparable policy shall be subject to the
claims of the Company's creditors.




                                   Article 3
                                    Premiums

        3.1 Premium Payment. The Company shall pay any premiums due on the
Policy.

        3.2 Economic Benefit. The Company shall determine the economic benefit
attributable to the Executive based on the amount of the current term rate for
the Executive's age multiplied by the aggregate death benefit payable to the
Executive's beneficiary. The "current term rate" is the minimum amount required
to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent
applicable authority.

        3.3 Reimbursement. At the end of each Plan Year, the Executive shall
reimburse the Company in an amount equal to the economic benefit.

                                   Article 4
                                   Assignment

        The Executive may assign without consideration all of the Executive's
interests in the Policy and in this Agreement to any person, entity or trust. In
the event the Executive transfers all of the Executive's interest in the Policy,
then all of the Executive's interest in the Policy and in the Agreement shall be
vested in the Executive's transferee, who shall be substituted as a party
hereunder and the Executive shall have no further interest in the Policy or in
this Agreement.

                                   Article 5
                                    Insurer

        The Insurer shall be bound only by the terms of the Policy. Any payments
the Insurer makes or actions it takes in accordance with the Policy shall fully
discharge it from all claims, suits and demands of all entities or persons. The
Insurer shall not be bound by or be deemed to have notice of the provisions of
this Agreement.

                                   Article 6
                          Claims and Review Procedures

        6.1 Claims Procedure. Any person or entity who has not received benefits
under the Plan that he or she believes should be paid (the "claimant") shall
make a claim for such benefits as follows:

        6.1.1 Initiation -- Written Claim. The claimant initiates a claim by
submitting to the Company a written claim for the benefits.



         6.1.2 Timing of Company Response. The Company shall respond to such
claimant within 90 days after receiving the claim. If the Company determines
that special circumstance require additional time for processing the claim, the
Company can extend the response period by an additional 90 days by notifying the
claimant in writing, prior to the end of the initial 90-day period that an
additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Company expects to render its
decision.

         6.1.3 Notice of Decision. If the Company denies part or all of the
claim, the Company shall notify the claimant in writing of such denial. The
Company shall write the notification in a manner calculated to be understood by
the claimant. The notification shall set forth:

               (a)  The specific reasons for the denial.
               (b)  A reference to the specific provisions of the Plan on which
                    the denial is based.
               (c)  A description of any additional information or material
                    necessary for the claimant to perfect the claim and an
                    explanation of why it is needed.
               (d)  An explanation of the Plan's review procedures and the time
                    limits applicable to such procedures, and
               (e)  A statement of the claimant's right to bring a civil action
                    under ERISA Section 502(a) following an adverse benefit
                    determination on review.

     6.2 Review Procedure. If the Company denies part or all of the claim, the
claimant shall have the opportunity for a full and fair review by the Company of
the denial, as follows:

         6.2.l Initiation -- Written Request. To initiate the review, the
claimant, within 60 days after receiving the Company's notice of denial, must
file with the Company a written request for review.

         6.2.2 Additional Submissions -- Information Access. The claimant shall
then have the opportunity to submit written comments, documents, records and
other information relating to the claim. The Company shall also provide the
claimant, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant (as defined in applicable
ERISA regulations) to the claimant's claim for benefits.

         6.2.3 Considerations on Review. In considering the review, the Company
shall take into account all materials and information the claimant submits
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefit determination.

         6.2.4 Timing of Company Response. The Company shall respond in writing
to such claimant within 60 days after receiving the request for review. If the
Company determines



that special circumstances require additional time for processing the claim, the
Company can extend the response period by an additional 60 days by notify the
claimant in writing, prior to the end o the initial 60-day period, that an
additional period is required. The notice of extension must set forth the
special circumstances and the date by which the Company expects to render its
decision.

     6.2.5 Notice of Decision. The Company shall notify the claimant in writing
of its decision on review. The Company shall write the notification in a manner
calculated to be understood by the claimant. The notification shall set forth:

          (a)  The specific reasons for the denial.
          (b)  A reference to the specific provisions of the Plan on which the
               denial is based.
          (c)  A statement that the claimant is entitled to receive, upon
               request and free of charge, reasonable access to and copies of
               all documents, records and other information relevant (as defined
               in applicable ERIAS regulations) to the claimant's claim for
               benefits and
          (d)  A statement of the claimant's right to bring a civil action under
               ERISA Section 502(a).

                                   Article 7
                           Amendments and Termination

     This Agreement my be amended or terminated only by a written agreement
signed by the Company and the Executive. However, unless otherwise agreed to by
the Company and the Executive, this Agreement will automatically terminate upon
the Executive's Voluntary Termination of Employment or Termination for Cause.

                                   Article 8
                              General Limitations

     8.1 Termination for Cause. Notwithstanding any provision of this Agreement
to the contrary the Company shall not pay any benefit under this Agreement if
the Company terminates the Executive's employment for:

          (a)  Gross negligence or gross neglect of duties;
          (b)  Commission of a felony or of a gross misdemeanor involving moral
               turpitude; or

     Fraud, disloyalty dishonesty or willful violation of any law or significant
Company policy committed in connection with Executive's employment and resulting
in an adverse effect on the Company.


                                   Article 8
                                 Miscellaneous

     8.1 Binding Effect. This Agreement shall bind the Executive and the Company
and their beneficiaries, survivors, executors, administrators and transferes and
any Policy beneficiary.

     8.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract It odes not give the Executive the right to remain an employee of
the Company nor does it interfere with the Company's right to discharge the
Executive. It also does not require the Executive to remain an employee not
interfere with the Executive's right to terminate employment an any time.

     8.3 Applicable Law. The Agreement and all rights hereunder shall be
governed by and construed according to the laws of the State of California
except to the extent preempted by the laws of the United States of America.

     8.4 Reorganization. The Company shall not merge or consolidate into or with
another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or continuing company,
firm or person agrees to assume and discharge the obligations of the Company.

     8.5. Notice. Any notice, consent or demand required or permitted to be
given under the provisions of this Split Dollar Agreement by one party to
another shall be in writing, shall be signed by the party giving or making the
same and may be given either by delivering the same to such other party
personally, or by mailing the same, by United States certified mail, postage
prepaid to such party, addressed to his or her last known address as shown on
the records of the Company. The date of such mailing shall be deemed the date of
such mailed notice, consent or demand.

     8.6 Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No
rights are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

     8.7 Administration. The Company shall have powers which are necessary to
administer this Agreement, including but not limited to:

     (a)  Interpreting the provisions of this Agreement:
     (b)  Establishing and revising the method of accounting for this Agreement;
     (c)  Maintaining a record of benefit payments; and
     (d)  Establishing rules and prescribing any forms necessary or desirable to
          administer



     this Agreement.

     8.8. Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under the Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first above written.

EXECUTIVE:                              COMPANY:
                                        COMMERCIAL CAPITAL BANK
/s/ Stephen H. Gordon
- ---------------------                   By /s/ David S. Depillo
Stephen H. Gordon                       --------------------------
                                        Title President

EX-10.15

                                                                   Exhibit 10.15

                            COMMERCIAL CAPITAL BANK
                         SALARY CONTINUATION AGREEMENT

        THIS AGREEMENT is adopted this 23rd day of July, 2002, by and between
COMMERCIAL CAPITAL BANK, a savings association located in Irvine, California
(the "Company"), and STEPHEN H. GORDON (the "Executive").

                                  INTRODUCTION

        To encourage the Executive to remain an employee of the Company, the
Company is willing to provide salary continuation benefits to the executive. The
Company will pay the benefits from its general assets.

                                   AGREEMENT

        The Company and the Executive agree as follows:

                                   Article 1
                                  Definitions

        Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:

        1.1 "Change of Control" means the transfer of shares of the Company's
voting common stock such that one entity or one person acquires (or is deemed to
acquire when applying Section 318 of the Code) more than 50 percent of the
Company's outstanding voting common stock followed within twelve (12) months by
the Executive's Involuntary Termination of Employment.

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

        1.3 "Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.

     1.4 "Early Involuntary Termination" means that the Executive, prior to
Normal Retirement Age, has been notified in writing, that employment with the
Company is terminated for reasons other than an approved leave of absence,
Termination for Cause, Disability, or within 12 months following a change of
Control.


                                       1



        1.5 "Early Involuntary Termination Date" means the month, day and year
in which early Involuntary Termination occurs.

        1.6 "Effective Date" means July 23, 2002.

        1.7 "Normal Retirement Age" means the Executive's 60th birthday.

        1.8 "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Employment.

        1.9 "Plan Year" means a twelve-month period commencing on January 1st
and ending on December 31st of each year. The initial Plan Year shall commence
on the effective date of this Agreement.

        1.10 "Termination for Cause" see Article 5.

        1.11 "Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason, voluntary or involuntary, other than by
reason of a leave of absence approved by the Company.

        1.12 "Voluntary Termination" means that the Executive, prior to Normal
Retirement Age, has terminated employment with the Company for reasons other
than death, Disability, Termination for Cause, Change of Control, or Early
Involuntary Termination.

                                   Article 2
                               Lifetime Benefits

        2.1 Normal Retirement Benefit. Upon Termination of Employment on or
after the Normal Retirement Age, for reasons other than death, the Company shall
pay to the Executive the benefit described in this Section 2.1 in lieu of any
other Article 2 benefit under this Agreement.

          2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
     $175,000. The Company's Board of Directors, in its sole discretion, may
     increase the annual benefit under this Section 2.1.1; however, any increase
     shall require the recalculation of Schedule A.

          2.1.2 Payment of Benefit. The Company shall pay the annual benefit to
     the Executive in 12 equal monthly installments commencing with the month
     following the Executive's Normal Retirement Date, paying the annual benefit
     to the Executive for a period of 20 years.

          2.1.3 Benefit Increases. Commencing on the first anniversary of the
     first benefit payment, and continuing on each subsequent anniversary, the
     Company's Board of Directors, at its sole discretion, may increase the
     benefit.


                                       2




        2.2 Early Involuntary Termination Benefit. Upon Early Involuntary
Termination, the Company shall pay to the Executive the benefit described in
this Section 2.2 in lieu of any other Article 2 benefit under this Agreement.

          2.2.1 Amount of Benefit. The benefit under this Section 2.2 is the
     Early Involuntary Termination Lump Sum Benefit set forth on Schedule A for
     the Plan Year ending immediately prior to the Early Involuntary Termination
     Date, determined by vesting the Executive in 100 percent of the Accrual
     Balance set forth on Schedule A. Any increase in the annual benefit
     under Section 2.1.1 shall require the recalculation of this benefit on
     Schedule A.

          2.2.2 Payment of Benefit. The Company shall pay the lump sum benefit
     to the Executive in a lump sum within 30 days from Termination of
     Employment.

          2.2.3 Benefit Increases. Benefit payments may be increased as provided
     in Section 2.1.3.

        2.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Company shall pay to the
Executive the benefit described in this Section 2.3 in lieu of any other
Article 2 benefit under this Agreement.

          2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
     Disability Lump Sum Benefit set forth on Schedule A for the Plan Year
     ending immediately prior to the date in which the Termination of Employment
     occurs (except during the first Plan Year, the benefit is the amount set
     forth for Plan Year 1), determined by vesting the Executive in 100 percent
     of the Accrual Balance. Any increase in the annual benefit under Section
     2.1.1 would require the recalculation of the Disability benefit on Schedule
     A.

          2.3.2 Payment of Benefit. The Company shall pay the benefit to the
     Executive in a lump sum within 30 days from Termination of Employment.

          2.3.3. Benefit Increases. Benefit payments may be increased as
     provided in Section 2.1.3.

     2.4 Change of Control Benefit. Upon a Change of Control, the Company shall
pay to the Executive the benefit described in this Section 2.4 in lieu of any
other Article 2 benefit under this Agreement.

          2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the
     Change of Control Annual Benefit set forth on Schedule A for the Plan Year
     ending immediately prior to the date in which Termination of Employment
     occurs (except during the first Plan Year, the benefit is the amount set
     forth for Plan Year 1), determined by vesting the Executive in the Normal
     Retirement Benefit described in Section 2.1.1.

                                       3




          2.4.2 Payment of Benefit. The Company shall pay the annual benefit to
     the Executive in 12 equal monthly installments commencing with the month
     following the Termination of Employment, paying the annual benefit to the
     Executive for a period of 20 years.

          2.4.3 Benefit Increases. Benefit payments may be increased as provided
     in Section 2.1.3.

          2.4.4 Internal Revenue Service Section 280G Gross Up. If, as a result
     of a Change of Control, the Executive becomes entitled to acceleration of
     benefits under this Agreement or under any other benefit, compensation or
     incentive plan or arrangement with the Company (collectively, the "Total
     Benefits"), and if any part of the Total Benefits is subject to the Excise
     Tax under Section 280G and Section 4999 of the Internal Revenue Code (the
     "Excise Tax"), the Company shall pay to the Executive the following
     additional amounts, consisting of (a) a payment equal to the Excise Tax
     payable by the Executive on the Total Benefits under Section 4999 of the
     Internal Revenue Code (the "Excise Tax Payment"), and (b) a payment equal
     to the amount necessary to provide the Excise Tax payment net of all
     income, payroll and excise taxes. Payment of the additional amounts
     described in clauses (a) and (b) shall be made in addition to the amount
     set forth in Section 2.4.1 above.

     2.5 Voluntary Termination. Notwithstanding any provision of this Agreement
to the contrary, the Company shall not pay any benefit under this Agreement if
the Executive's employment with the Company is Voluntarily Terminated.


                                   Article 3
                                 Death Benefits


     3.1   Death During Active Service.  If the Executive dies while in the
active service of the Company, the Company shall pay to the Executive's
beneficiary the benefit described under a separate Split Dollar Agreement and
Endorsement between the Company and the Executive. The Company shall pay to the
Executive's beneficiary the benefit described in this Section 3.1 in lieu of any
other benefit under this Agreement.

     3.2   Death During Payment of a Lifetime Benefit. If the Executive dies
after the Normal Retirement, Early Involuntary Termination, Disability or Change
of Control benefit payments have commenced under this Agreement but before
receiving all such payments, the Company shall cease to pay the remaining
benefit payments. Instead, the Company shall pay to the Executive's beneficiary
the benefit described under a separate Split Dollar Agreement and Endorsement
between the Company and the Executive.

     3.3   Death After Termination of Employment But Before Payment of a
Lifetime Benefit Commences. If the Executive is entitled to receive the Normal
Retirement, Disability, Early Involuntary Termination or a Change of Control
benefit under this Agreement, but dies prior to the commencement of said benefit
payments, the Company shall pay to the Executive's beneficiary the benefit
described under a separate Split Dollar Agreement and Endorsement between the
Company and the Executive. The Company shall pay to the Executive's beneficiary
the benefit described in this Section 3.3.


                                       4




                                   Article 4
                                 Beneficiaries


     4.1  Beneficiary Designations.  The Executive shall designate a beneficiary
by filing a written designation with the Company. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and received by
the Company during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.

     4.2  Facility of Payment.  If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Company may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Company may require proof of incompetence,
minority or guardianship as it may deem appropriate prior to distribution of
the benefit. Such distribution shall completely discharge the Company from all
liability with respect to such benefit.



                                    Article 5
                              General Limitations


     5.1  Termination for Cause.  Notwithstanding any provision of this
Agreement to the contrary, the Company shall not pay any benefit under this
Agreement if the Company terminates the Executive's employment for:

          (a)  Gross negligence or gross neglect of duties;

          (b)  Commission of a felony or of a gross misdemeanor involving moral
     turpitude; or

          (c)  Fraud, disloyalty, dishonesty or willfull violation of any law or
     significant Company policy committed in connection with the Executive's
     employment and resulting in an adverse effect on the Company.

     5.2  Suicide or Misstatement.  The Company shall not pay any benefit under
this Agreement if the Executive commits suicide within three years after the
date of this Agreement. In addition, the Company shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact on an
employment application or resume provided to the Company, or on any application
for any benefits provided by the Company to the Executive.


                                       5




                                   Article 6
                          Claims and Review Procedures


      6.1  Claims Procedure.  An Executive or beneficiary ("claimant") who has
not received benefits under the Agreement that he or she believes should be paid
shall make a claim for such benefits as follows:

           6.1.1  Initiation -- Written Claim.  The claimant initiates a claim
      by submitting to the Company a written claim for the benefits.

           6.1.2  Timing of Company Response.  The Company shall respond to such
      claimant within 90 days after receiving the claim. If the Company
      determines that special circumstances require additional time for
      processing the claim, the Company can extend the response period by an
      additional 90 days by notifying the claimant in writing, prior to the end
      of the initial 90-day period, that an additional period is required. The
      notice of extension must set forth the special circumstances and the date
      by which the Company expects to render its decision.

           6.1.3  Notice of Decision.  If the Company denies part or all of the
      claim, the Company shall notify the claimant in writing of such denial.
      The Company shall write the notification in a manner calculated to be
      understood by the claimant. The notification shall set forth:

                  (a)  The specific reasons for the denial;

                  (b)  A reference to the specific provisions of the Agreement
           on which the denial is based;

                  (c)  A description of any additional information or material
           necessary for the claimant to perfect the claim and an explanation
           of why it is needed;

                  (d)  An explanation of the Agreement's review procedures and
           the time limits applicable to such procedures; and

                  (e)  A statement of the claimant's right to bring a civil
           action under ERISA Section 502(a) following an adverse benefit
           determination on review.

      6.1  Review Procedure.  If the Company denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the
Company of the denial, as follows:

           6.2.1  Initiation -- Written Request.  To initiate the review, the
claimant, within 60 days after receiving the Company's notice of denial, must
file with the Company a written request for review.



                                       6



              6.2.2 Additional Submissions -- Information Access. The claimant
         shall then have the opportunity to submit written comments, documents,
         records and other information relating to the claim. The Company shall
         also provide the claimant, upon request and free of charge, reasonable
         access to, and copies of, all documents, records and other information
         relevant (as defined in applicable ERISA regulations) to the claimant's
         claim for benefits.

              6.2.3 Considerations on Review. In considering the review, the
         Company shall take into account all materials and information the
         claimant submits relating to the claim, without regard to whether such
         information was submitted or considered in the initial benefit
         determination.

              6.2.4 Timing of Company Response. The Company shall respond in
         writing to such claimant within 60 days after receiving the request for
         review. If the Company determines that special circumstances require
         additional time for processing the claim, the Company can extend the
         response period by an additional 60 days by notifying the claimant in
         writing, prior to the end of the initial 60-day period, that an
         additional period is required. The notice of extension must set forth
         the special circumstances and the date by which the Company expects to
         render its decision.

              6.2.5 Notice of Decision. The Company shall notify the claimant in
         writing of its decision on review. The Company shall write the
         notification in a manner calculated to be understood by the claimant.
         The notification shall set forth:

                    (a) The specific reasons for the denial;

                    (b) A reference to the specific provisions of the Agreement
              on which the denial is based;

                    (c) A statement that the claimant is entitled to receive,
              upon request and free of charge, reasonable access to, and copies
              of, all documents, records and other information relevant (as
              defined in applicable ERISA regulations) to the claimant's claim
              for benefits; and

                    (d) A statement of the claimant's right to bring a civil
              action under ERISA Section 502(a).

                                   Article 7
                           Amendments and Termination

         This Agreement may be amended or terminated only by a written agreement
signed by the Company and the Executive.

                                   Article 8
                                 Miscellaneous

                                       7



         8.1  Binding Effect. This Agreement shall bind the Executive and the
Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.

         8.2  No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

         8.3  Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

         8.4  Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement. Upon the occurrence of such event, the term "Company" as
used in this Agreement shall be deemed to refer to the successor or survivor
company.

         8.5  Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.

         8.6  Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of California, except to the extent preempted
by the laws of the United States of America.

         8.7  Unfunded Arrangement. The Executive and beneficiary are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Executive's life is a general
asset of the Company to which the Executive and beneficiary have no preferred or
secured claim.

         8.8  Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

         8.9  Administration. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:

              (a) Establishing and revising the method of accounting for the
         Agreement;

                                       8



          (b) Maintaining a record of benefit payments;

          (c) Establishing rules and prescribing any forms necessary or
     desirable to administer the Agreement; and

          (d) Interpreting the provisions of the Agreement.

     8.10 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under this Agreement. It may delegate to others certain aspects of
the management and operational responsibilities including the employment of
advisors and the delegation of ministerial duties to qualified individuals.

     IN WITNESS WHEREOF, the Executive and the Company have signed this
Agreement.


EXECUTIVE:                                 COMPANY:

                                           Commercial Capital Bank

/s/ Stephen H. Gordon                      By  /s/ David S. DePillo
- --------------------------------              ---------------------------------
Stephen H. Gordon                          Title        President
                                                 ------------------------------



                                                             Exhibit 10.15 cont.

                             FIRST AMENDMENT TO THE
                             COMMERCIAL CAPITAL BANK
             SALARY CONTINUATION AGREEMENT DATED SEPTEMBER 13, 2002
                              FOR STEPHEN H. GORDON

     THIS AMENDMENT executed on this 13th day of September, 2002, by and between
COMMERCIAL CAPITAL BANK, a savings association located in Irvine, California
(the "Company") and STEPHEN H. GORDON (the "Executive").

     The Company and the Executive executed the EXECUTIVE SALARY CONTINUATION
AGREEMENT on July 23, 2002 (the "Agreement").

     The undersigned  hereby amends,  in part, said Agreement for the purpose
of modifying the Change of Control provision and amending the Schedule A to the
Agreement. Therefore,

     Section 2.4.2 of the Agreement shall be deleted in its entirety and
replaced by the following Section 2.4.2:

     2.4.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in 12 equal monthly installments commencing with the month following
Normal Retirement Age, paying the annual benefit to the Executive for a period
of 20 years.

     Schedule A to the Agreement shall be amended in its entirety and replaced
with the Schedule A attached to this Amendment.

     IN WITNESS OF THE ABOVE, the Executive and the Company have agreed to this
First Amendment.

Executive:                                          Company:
                                                    Commercial Capital Bank

/s/ STEPHEN H. GORDON                               /s/ DAVID S. DEPILLO
STEPHEN H. GORDON                                   Its   President



                                                            Exhibit 10.15 cont.


Clark/Bardes Consulting     Commercial Capital Bank, FSB     Plan Year Reporting
                            Salary Continuation Plan--Schedule A
                            ----------------------------------------------------

Stephen H. Gordon
- --------------------------------------------------------------------------------


DOB:10/26/1962                      Early Involuntary Termination    Disability     Change of Control
Plan Anniv Date: 3/1/2003
Retirement Age: 60                        Lump Sum                 Lump Sum Payable    Installment
Payments: Monthly Installments      Payable Immediately              Immediately      Payable at 60
- -------------------------------------------------------------------------------------------------------
                  Benefit  Accrual                Based On                Based On            Based On
                   Level   Balance  Vesting       Accrual         Vesting  Accrual   Vesting   Benefit
                  -------------------------------------------------------------------------------------
Period Ending Age   (1)      (2)      (3)           (4)             (5)     (6)       (7)       (8)
- -------------------------------------------------------------------------------------------------------
                                                                   
 Jun 2003     40  175,000    35,885   100%           35,885         100%     35,885   100%    175,000
 Jun 2004     41  175,000    74,748   100%           74,748         100%     74,748   100%    175,000
 Jun 2005     42  175,000   116,837   100%          116,837         100%    116,837   100%    175,000
 Jun 2006     43  175,000   162,419   100%          162,419         100%    162,419   100%    175,000
 Jun 2007     44  175,000   211,784   100%          211,784         100%    211,784   100%    175,000
- -------------------------------------------------------------------------------------------------------
 Jun 2008     45  175,000   265,247   100%          265,247         100%    265,247   100%    175,000
 Jun 2009     46  175,000   323,147   100%          323,147         100%    323,147   100%    175,000
 Jun 2010     47  175,000   385,853   100%          385,853         100%    385,853   100%    175,000
 Jun 2011     48  175,000   453,764   100%          453,764         100%    453,764   100%    175,000
 Jun 2012     49  175,000   527,311   100%          527,311         100%    527,311   100%    175,000
- -------------------------------------------------------------------------------------------------------
 Jun 2013     50  175,000   606,962   100%          606,962         100%    606,962   100%    175,000
 Jun 2014     51  175,000   693,224   100%          693,224         100%    693,224   100%    175,000
 Jun 2015     52  175,000   786,646   100%          786,646         100%    786,646   100%    175,000
 Jun 2016     53  175,000   887,822   100%          887,822         100%    887,822   100%    175,000
 Jun 2017     54  175,000   997,396   100%          997,396         100%    997,396   100%    175,000
- -------------------------------------------------------------------------------------------------------
 Jun 2018     55  175,000 1,116,064   100%        1,116,064         100%  1,116,064   100%    175,000
 Jun 2019     56  175,000 1,244,581   100%        1,244,581         100%  1,244,581   100%    175,000
 Jun 2020     57  175,000 1,383,766   100%        1,383,766         100%  1,383,766   100%    175,000
 Jun 2021     58  175,000 1,534,502   100%        1,534,502         100%  1,534,502   100%    175,000
 Jun 2022     59  175,000 1,697,750   100%        1,697,750         100%  1,697,750   100%    175,000
- -------------------------------------------------------------------------------------------------------
 Oct 2022     60  175,000 1,755,123   100%        1,755,123         100%  1,755,123   100%    175,000

             October 2022 Retirement, 11/1/2022 First Payment Date
- --------------------------------------------------------------------------------
/1/The first line reflects 12 months of data, July 2002 to June 2003.

Copyright (c) 2001 Clark/Bardes
Consulting--Banking Practice.
Salary Continuation Plan for
Commercial Capital Bank,
FSB--Irvine, CA 1001617 6645
64381 v5.21.30 09/12/2002:11
SCP-E,SD C                                 Securities are offered through Clark
                                           Bardes Financial Services, Inc.,
                                           member NASD & SIPC, Los Angeles, CA
                                           90071, (213) 486-6300, which is a
                                           wholly owned subsidiary of
                                           Clark/Bardes Consulting.

EX-10.16

                                                                   Exhibit 10.16

                             COMMERCIAL CAPITAL BANK
                            EXECUTIVE BONUS AGREEMENT

         THIS AGREEMENT is adopted this 23rd day of July, 2002, by and between
COMMERCIAL CAPITAL BANK, a savings association located in Irvine, California
(the "Company"), and STEPHEN H. GORDON (the "Executive").

                                  INTRODUCTION

         To encourage the Executive to remain an employee of the Company, the
Company is willing to provide to the Executive a bonus opportunity. The Company
will pay the Executive's bonus from the Company's general assets.

                                   AGREEMENT

         The Executive and the Company agree as follows:

                                   Article 1
                                  Definitions

         Whenever used in this Agreement, the following words and phrases shall
have the meanings specified:

         1.1 "Bonus" means only the cash bonus award paid to the Executive
during a Plan Year and does not include any salary.

         1.2 "Change of Control" means the transfer of shares of the Company's
voting common stock such that one entity or one person acquires (or is deemed to
acquire when applying Section 318 of the Code) more than 50 percent of the
Company's outstanding voting common stock followed within twelve (12) months by
the Executive's Termination of Employment for reasons other than death,
Disability or retirement.

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

         1.4 "Disability" means the Executive's suffering a sickness, accident
or injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totallly and
permanently disabled. The Executive must submit proof to the Company of the
carrier's or Social Security Administration's determination upon the request of
the Company.

                                        1



         1.5 "Early Involuntary Termination" means that the Executive, prior to
Normal Retirement Age, has been notified in writing, that employment with the
Company is terminated for reasons other than an approved leave of absence.
Termination for Cause, Disability, or within 12 months following a Change of
Control.

         1.6  "Normal Retirement Age" means the Executive's 60/th/ birthday.

         1.7  "Normal Retirement Date" means the later of the Normal Retirement
Age or Termination of Employment.

         1.8  "Plan Year" means the calendar year.

         1.9  "Termination of Employment" means that the Executive ceases to be
employed by the Company for any reason, voluntary or involuntary, other than by
reason or a leave of absence approved by the Company.

         1.10 "Termination for Cause" means the Company terminating the
Executive's employment for:

              (a) Gross negligence or gross neglect of duties to the Company;
              (b) Commission of a felony or of a gross misdemeanor involving
         moral turpitude in connection with the Executive's employment with the
         Company; or
              (c) Fraud, disloyalty, dishonesty or willful violation of any law
         or significant Company policy committed in connection with the
         Executive's employment and resulting in an adverse effect on the
         Company.

         1.11 "Voluntary Termination" means that the Executive, prior to Normal
Retirement Age, has terminated employment with the Company for reasons other
than death, Disability, Termination for Cause, Change of Control, or Early
Involuntary Termination.

                                   Article 2
                                  Bonus Award

         2.1  Payment of Bonus Award. The Company shall pay the Executive a cash
Bonus Award for each Plan Year until the Executive's death. The amount of the
Bonus Award shall be equal to the Executive's economic benefit under a separate
Split Dollar Agreement, divided by one minus the Company's combined marginal
income tax rate for the calendar year immediately preceding such payment. The
Executive shall have no right to determine or influence such Bonus Award. The
Company shall pay the Bonus Award prior to December 31 of each year.

         2.2  Continuation of Bonus Award. The Company shall continue to pay the
Executive the Bonus Award under the following circumstances:

                                       2



              (a) Upon the Executive attaining Normal Retirement Age;

              (b) Upon a Change of Control.

                                    Article 3
                                  Reimbursement

         Reimbursement to Company. In the event the Company has provided the
Executive any split dollar death benefit under separate agreement, the Executive
shall annually pay to the Company an amount equal to the Executive's economic
benefit determined under such agreement.

                                    Article 4
                               General Limitations

         The Company shall not continue to pay any Bonus award under this
Agreement under the following circumstances:

              (a) Upon the Executive's Early Voluntary Termination;
              (b) Upon the Executive's death;
              (c) Upon the Executive's Termination for Cause; or
              (d) Upon the termination of this Agreement.

                                   Article 5
                           Amendment and Termination

         This Agreement may be amended or terminated in the sole discretion of
the Company after written notification of such amendment or termination is
provided to the Executive.

                                   Article 6
                          Claims and Review Procedure

         6.1  Claims Procedure. Any person or entity who has not received
benefits under this Agreement that he or she believes should be paid (the
"claimant") shall make a claim for such benefit as follows:

              6.1.1 Initiation -- Written Claim. The claimant initiates a claim
         by submitting to the Company a written claim for the benefits.

              6.1.2 Timing of Company Response. The Company shall respond to
         such claimant within 90 days after receiving the claim. If the Company
         determines that special circumstances require additional time for
         processing the claim, the Company can extend the response period by an
         additional 90 days by notifying the claimant in writing, prior to the
         end of the initial 90-day period, that an additional period is
         required. The notice of extension must

                                       3







         set forth the special circumstances and the date by which the Company
         expects to render its decision.

              6.1.3 Notice of Decision. If the Company denies part or all of the
         claim, the Company shall notify the claimant in writing of such denial.
         The Company shall write the notification in a manner calculated to be
         understood by the claimant. The notification shall set forth:

                    (a) The specific reasons for the denial,
                    (b) A reference to the specific provisions of this Agreement
                        on which the denial is based,
                    (c) A description of any additional information or material
                        necessary for the claimant to perfect the claim and an
                        explanation of why it is needed,
                    (d) An explanation of this Agreement's review procedures and
                        the time limits applicable to such procedures, and,
                    (e) A statement of the claimant's right to bring a civil
                        action under ERISA Section 502(a) following an adverse
                        benefit determination on review.

         6.2  Review Procedure. If the Company denies part or all of the claim,
the claimant shall have the opportunity for a full and fair review by the
Company of the denial, as follows:

              6.2.1 Initiation -- Written Request. To initiate the review, the
         claimant, within 60 days after receiving the Company's notice of
         denial, must file with the Company a written request for review.

              6.2.2 Additional Submissions -- Information Access. The claimant
         shall then have the opportunity to submit written comments, documents,
         records and other information relating to the claim. The Company shall
         also provide the claimant, upon request and free of charge, reasonable
         access to, and copies of, all documents, records and other information
         relevant (as defined in applicable ERISA regulations) to the claimant's
         claim for benefits.

              6.2.3 Considerations on Review. In considering the review, the
         Company shall take into account all materials and information the
         claimant submits relating to the claim, without regard to whether such
         information was submitted or considered in the initial benefit
         determination.

              6.2.4 Timing of Company Response. The Company shall respond in
         writing to such claimant within 60 days after receiving the request for
         review. If the Company determines that special circumstances require
         additional time for processing the claim, the Company can extend the
         response period by an additional 60 days by notifying the claimant in
         writing, prior to the end of the initial 60-day period, that an
         additional period is required. The notice of extension must set forth
         the special circumstances and the date by which the Company expects to
         render its decision.

                                       4





              6.2.5 Notice of Decision. The Company shall notify the claimant in
         writing of its decision on review. The Company shall write the
         notification in a manner calculated to be understood by the claimant.
         The notification shall set forth:

                    (a) The specific reasons for the denial,
                    (b) A reference to the specific provisions of this Agreement
                        on which the denial is based,
                    (c) A statement that the claimant is entitled to receive,
                        upon request and free of charge, reasonable access to,
                        and copies of, all documents, records and other
                        information relevant (as defined in applicable ERISA
                        regulations) to the claimant's claim for benefits, and
                    (d) A statement of the claimant's right to bring a civil
                        action under ERISA Section 502(a).

                                   Article 7
                                 Miscellaneous

         7.1  Binding Effect. This Agreement shall bind the Executive and the
Company and their beneficiaries, survivors, executors, administrators and
transferees.

         7.2  No Guarantee of Employment. This Agreement is not an employment
policy or contract. It does not give the Executive the right to remain an
employee of the Company, nor does it interfere with the Company's right to
discharge the Executive. It also does not require the Executive to remain an
employee nor interfere with the Executive's right to terminate employment at any
time.

         7.3  Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of California, except to the extent preempted
by the laws of the United States of America.

         7.4  Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

         7.5  Tax Withholding. The Company shall withhold any taxes that are
required to be withheld from the Bonus award provided under this Agreement.

         7.6  Reorganization. The Company shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm, or person unless such succeeding or continuing company,
firm, or person agrees to assume and discharge the obligations of the Company
under this Agreement.

         7.7  Entire Agreement. This Agreement constitutes the entire agreement
between the Company and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.

                                       5



         7.8  Facility of Payment. If the Executive is declared to be
incompetent, or incapable of handling the disposition of his or her property,
the Company may pay such benefit to the duly appointed guardian, legal
representative or person having the care or custody of the Executive. The
Company may require proof of incompetence, minority or guardianship as it may
deem appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Company from all liability with respect to such
benefit.

         7.9  Administration. The Company shall have powers which are necessary
to administer this Agreement, including but not limited to:

              (a) Interpreting the provisions of this Agreement;
              (b) Establishing and revising the method of accounting for this
         Agreement;
              (c) Maintaining a record of Bonus payments; and
              (d) Establishing rules and prescribing any forms necessary or
         desirable to administer this Agreement.

         7.10 Named Fiduciary. The Company shall be the named fiduciary and plan
administrator under this Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan
including the employment of advisors and the delegation of ministerial duties to
qualified individuals.

         IN WITNESS WHEREOF, the Executive and the Company consent to this
Agreement on the date above written.


EXECUTIVE:                                 COMPANY:

                                           Commercial Capital Bank

/s/ Stephen H. Gordon                      By    /s/ David S. DePillo
- --------------------------------                 -----------------------------
Stephen H. Gordon                          Title President
                                                 -----------------------------

EX-21.0

                                                                    Exhibit 21.0

                         Subsidiaries of the Registrant

Financial Institutional Partners Mortgage Corporation, a Delaware corporation

Commercial Capital Bank, FSB, a Federal Savings Bank

ComCap Financial Services, Inc., a California corporation

CCB Capital Trust I, a Delaware statutory business trust

CCB Capital Trust II, a Connecticut statutory business trust

CCB Capital Trust III, a Delaware statutory business trust

EX-23.2

                                                                    Exhibit 23.2

                       CONSENT OF THE INDEPENDENT AUDITORS

The Board of Directors
Commercial Capital Bancorp, Inc.:

We consent to the use of our report, dated July 30, 2002, except as to notes 11
and 24 of the notes to the consolidated financial statements, which are as of
September 4, 2002, included in this Registration Statement on Form S-1 of
Commercial Capital Bancorp, Inc. and subsidiaries, on the consolidated
statements of financial condition as of December 31, 2001 and 2000, and the
related consolidated statements of operations, stockholders' equity and
comprehensive income (loss) and cash flows for each of the years in the
three-year period ended December 31, 2001, and to the reference to our firm
under the heading "Experts" in the prospectus.

Los Angeles, California
September 13, 2002

/s/ KPMG LLP