Downey Financial Corp Watch

from 8-K ~50 pages Indenture or similar

from S-3 >50 pages Senior Debt Indenture

from S-3 >50 pages Subordinated Debt Indenture

from S-3 ~20 pages Form of Capital Securities Guar Agmt (Dfct III)

from S-3 1 page Form of Capital Securities Cert (Dfct III)

from S-3 ~50 pages Form of Amended & Restated Trust Agmt (Dfct III)

from S-3 ~5 pages Trust Agreement (Dfct III)

from S-3 1 page Certificate of Trust (Dfct III)

from S-3 ~20 pages Form of Capital Securities Guar Agmt (Dfct II)

from S-3 1 page Form of Capital Securities Certificate

from S-3 ~50 pages Form of Amended & Restated Trust Agmt (Dfct II)

from S-3 ~5 pages Trust Agreement (Dfct II)

from S-3 1 page Certificate of Trust (Dfct II)

from 10-Q ~20 pages Capital Securities Guarantee Agreement

from 10-Q ~10 pages Common Securities Guarantee Agreement

from 10-Q 1 page Certificate Evidencing Capital Securities

from 10-Q 1 page This Certificate Is Not Transferable Certificate Number C-1 Number of Common Securities 148,454 Certificate Evidencing Common Securities of Downey Financial Capital Trust I 10% Common Securities (Liquidation Amount $25 Per Common Security) Downey Financial Capital Trust I, a Statutory Business Trust Formed Under the Laws of the State of Delaware (The "Trust"), Hereby Certifies That Downey Financial Corp. (The "Holder") Is the Registered Owner of One Hundred Forty-Eight Thousand Four Hundred Fifty Four (148,454) Common Securities of the Trust Representing Undivided Beneficial Interests of the Trust and Designated the 10% Common Securities (Liquidation Amount $25 Per Common Security) (The "Common Securities"). in Accordance With Section 5.10 of the Trust Agreement (As Defined Below), the Common Securities Are Not Transferable and Any Attempted Transfer Hereof Shall Be Void. the Designations, Rights, Privileges, Restrictions, Preferences and Other Terms and Provisions of the Common Securities Are Set Forth In, and This Certificate and the Common Securities Represented Hereby Are Issued and Shall in All Respects Be Subject to the Terms and Provisions Of, the Amended and Restated Trust Agreement of the Trust Dated as of July 23, 1999, as the Same May Be Amended From Time to Time (The "Trust Agreement") Including the Designation of the Terms of the Common Securities as Set Forth Therein. the Trust Will Furnish a Copy of the Trust Agreement to the Holder Without Charge Upon Written Request to the Trust at Its Principal Place of Business or Registered Office. Upon Receipt of This Certificate, the Holder Is Bound by the Trust Agreement and Is Entitled to the Benefits Thereunder. in Witness Whereof, an Administrative Trustee of the Trust Has Executed This Certificate This 23rd Day of July, 1999. Downey Financial Capital Trust I By: /S/ Thomas E. Prince Thomas E. Prince, Administrative Trustee

from 10-Q >50 pages Amended and Restated Trust Agreement

from 10-Q ~5 pages Trust Agreement of Dowey Financial Capital Trust I

from 10-Q 1 page Certificate of Trust of Downey Financial Capital Trust I This Certificate of Trust of Downey Financial Capital I (The "Trust"), Dated May 25, 1999, Is Being Duly Executed and Filed by the Undersigned, as Trustees, to Form a Business Trust Under the Delaware Business Trust Act (12 Del. C. (Ss.) 3801 Et Seq.). 1. Name. the Name of the Business Trust Being Formed Hereby Is Downey Financial Capital Trust I. 2. Delaware Trustee. the Name and Business Address of the Trustee of the Trust in the State of Delaware Are Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration. 3. Effective Date. This Certificate of Trust Shall Be Effective Upon Its Filing. in Witness Whereof, the Undersigned, Being the Trustees of the Trust, Have Executed This Certificate of Trust as of the Date First Above Written. Wilmington Trust Company, as Trustee By: /S/ W. Chris Sponeberg W. Chris Sponeberg Assistant Vice President /S/ Daniel D. Rosenthal Daniel D. Rosenthal Administrative Trustee /S/ Thomas E. Prince Thomas E. Prince Administrative Trustee /S/ Paul G. Woollatt Paul G. Woollatt Administrative Trustee