EXHIBIT 4.2
CERTIFICATE OF TRUST
OF
DOWNEY FINANCIAL CAPITAL TRUST II
THIS CERTIFICATE OF TRUST of DOWNEY FINANCIAL CAPITAL TRUST II (the
"Trust"), dated November 3, 2000, 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. ((S)) 3801 et seq.).
1. Name. The name of the business trust being formed hereby is
DOWNEY FINANCIAL CAPITAL TRUST II.
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/ Anita Dallago
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Name: Anita Dallago
Title: Financial Services Officer
/s/ Daniel D. Rosenthal
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Daniel D. Rosenthal
Administrative Trustee
/s/ Thomas E. Prince
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Thomas E. Prince
Administrative Trustee
/s/ Paul G. Woollatt
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Paul G. Woollatt
Administrative Trustee