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