Amended And Restated Declaration of Trust

Exhibit 10.36


AMENDED AND RESTATED DECLARATION

OF TRUST


Centennial Capital Trust III


Dated as of September 28, 2005


(9) 1st Centennial Bancorp

TABLE OF CONTENTS

Page
ARTICLE I INTERPRETATION AND DEFINITIONS

SECTION 1.1.

Definitions 1 ARTICLE II ORGANIZATION

SECTION 2.1.

Name 8

SECTION 2.2.

Office 8

SECTION 2.3.

Purpose 9

SECTION 2.4.

Authority 9

SECTION 2.5.

Title to Property of the Trust 9

SECTION 2.6.

Powers and Duties of the Trustees and the Administrators 9

SECTION 2.7.

Prohibition of Actions by the Trust and the Trustees 14

SECTION 2.8.

Powers and Duties of the Institutional Trustee 15

SECTION 2.9.

Certain Duties and Responsibilities of the Trustees and the Administrators 16

SECTION 2.10.

Certain Rights of Institutional Trustee 18

SECTION 2.11.

Delaware Trustee 20

SECTION 2.12.

Execution of Documents 21

SECTION 2.13.

Not Responsible for Recitals or Issuance of Securities 21

SECTION 2.14.

Duration of Trust 21

SECTION 2.15.

Mergers 21 ARTICLE III SPONSOR

SECTION 3.1.

Sponsor' s Purchase of Common Securities 23

SECTION 3.2.

Responsibilities of the Sponsor 23


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TABLE OF CONTENTS

(continued)

Page
ARTICLE IV TRUSTEES AND ADMINISTRATORS

SECTION 4.1.

Number of Trustees 23

SECTION 4.2.

Delaware Trustee 24

SECTION 4.3.

Institutional Trustee; Eligibility 24

SECTION 4.4.

Certain Qualifications of the Delaware Trustee Generally 25

SECTION 4.5.

Administrators 25

SECTION 4.6.

Initial Delaware Trustee 25

SECTION 4.7.

Appointment, Removal and Resignation of the Trustees and the Administrators 25

SECTION 4.8.

Vacancies Among Trustees 27

SECTION 4.9.

Effect of Vacancies 27

SECTION 4.10.

Meetings of the Trustees and the Administrators 27

SECTION 4.11.

Delegation of Power 28

SECTION 4.12.

Merger, Conversion, Consolidation or Succession to Business 28 ARTICLE V DISTRIBUTIONS

SECTION 5.1.

Distributions 28 ARTICLE VI ISSUANCE OF SECURITIES

SECTION 6.1.

General Provisions Regarding Securities 29

SECTION 6.2.

Paying Agent, Transfer Agent, Calculation Agent and Registrar 30

SECTION 6.3.

Form and Dating 30

SECTION 6.4.

Mutilated, Destroyed, Lost or Stolen Certificates 31

SECTION 6.5.

Temporary Securities 31

SECTION 6.6.

Cancellation 31


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TABLE OF CONTENTS

(continued)

Page


SECTION 6.7.

Rights of Holders; Waivers of Past Defaults 32 ARTICLE VII DISSOLUTION AND TERMINATION OF TRUST

SECTION 7.1.

Dissolution and Termination of Trust 34 ARTICLE VIII TRANSFER OF INTERESTS

SECTION 8.1.

General 35

SECTION 8.2.

Transfer Procedures and Restrictions 36

SECTION 8.3.

Deemed Security Holders 39 ARTICLE IX LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES OR OTHERS

SECTION 9.1.

Liability 39

SECTION 9.2.

Exculpation 39

SECTION 9.3.

Fiduciary Duty 40

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 44

SECTION 10.2.

Certain Accounting Matters 45

SECTION 10.3.

Banking 45

SECTION 10.4.

Withholding 45 ARTICLE XI AMENDMENTS AND MEETINGS

SECTION 11.1.

Amendments 46


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TABLE OF CONTENTS

(continued)

Page


SECTION 11.2.

Meetings of the Holders of the 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 50 ARTICLE XIII MISCELLANEOUS

SECTION 13.1.

Notices 51

SECTION 13.2.

Governing Law 52

SECTION 13.3.

Submission to Jurisdiction 53

SECTION 13.4.

Intention of the Parties 53

SECTION 13.5.

Headings 53

SECTION 13.6.

Successors and Assigns 53

SECTION 13.7.

Partial Enforceability 53

SECTION 13.8.

Counterparts 54


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TABLE OF CONTENTS

(continued)

Page


ANNEXES AND EXHIBITS

ANNEX I

Terms of TP Securities and Common Securities

EXHIBIT A-1

Form of Capital Security Certificate

EXHIBIT A-2

Form of Common Security Certificate


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AMENDED AND RESTATED DECLARATION OF TRUST


OF

Centennial Capital Trust III

September 28, 2005

AMENDED AND RESTATED DECLARATION OF TRUST (this " Declaration" ), dated and effective as of September 28, 2005, 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, the Delaware Trustee and the Sponsor established Centennial Capital Trust III (the " Trust" ), a statutory trust under the Statutory Trust Act (as defined herein), pursuant to a Declaration of Trust, dated as of September 26, 2005 (the " Original Declaration" ), and a Certificate of Trust filed with the Secretary of State of the State of Delaware on September 26, 2005, 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 the Debentures (as defined herein) of the Debenture Issuer (as defined herein) in connection with the issuance of the Capital Securities (as defined herein);

WHEREAS, as of the date hereof, no interests in the assets of the Trust have been issued; and


WHEREAS, all of the Trustees, the Administrators and the Sponsor, by this Declaration, amend and restate each and every term and provision of the Original Declaration.

NOW, THEREFORE, it being the intention of the parties hereto to continue the Trust as a statutory trust under the Statutory Trust Act and that this Declaration constitutes the governing instrument of such statutory trust, and that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time, of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder, subject to the provisions of this Declaration, and, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties, intending to be legally bound hereby, amend and restate in its entirety the Original Declaration and agree as follows:

ARTICLE I

INTERPRETATION AND DEFINITIONS


SECTION 1.1. Definitions . Unless the context otherwise requires:


(a) capitalized terms used in this Declaration but not defined in the preamble above or elsewhere herein have the respective meanings assigned to them in this Section 1.1 or, if not defined in this Section 1.1 or elsewhere herein, in the Indenture;

(b) a term defined anywhere in this Declaration has the same meaning throughout;


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

(d) all references in this Declaration to Articles and Sections and Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to this Declaration unless otherwise specified;


(e) a term defined in the Trust Indenture Act (as defined herein) has the same meaning when used in this Declaration unless otherwise defined in this Declaration or unless the context otherwise requires; and


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


" Additional Interest" has the meaning set forth in Section 3.06 of the Indenture.


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

" Administrators" means each of Beth Sanders and Thomas E. Vessey, solely in such Person' s capacity as Administrator of the Trust continued hereunder and not in such Person' s individual capacity, or such Administrator' s successor in interest in such capacity, or any successor appointed as herein provided.


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


" Authorized Officer" of a Person means any Person that is authorized to bind such Person.


" Bankruptcy Event" means, with respect to any Person:


(a) a court having jurisdiction in the premises enters a decree or order for relief in respect of such Person in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or for any substantial part of its property, or orders the winding-up or liquidation of its affairs, and such decree, appointment or order remains unstayed and in effect for a period of 90 consecutive days; or

(b) such Person commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or 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.


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" Business Day" means any day other than Saturday, Sunday or any other day on which banking institutions in Wilmington, Delaware or New York City or the city of the Corporate Trust Office are permitted or required by any applicable law or executive order to close.


" Calculation Agent" has the meaning set forth in Section 1.01 of the Indenture.

" Capital Securities" has the meaning set forth in Section 6.1(a).


" Capital Securities Purchase Agreement" means the Capital Securities Purchase Agreement dated as of September 26, 2005 among the Trust, the Sponsor and Merrill Lynch International.


" Capital Security Certificate" means a definitive Certificate registered in the name of the Holder representing a Capital Security substantially in the form of Exhibit A 1.


" Capital Treatment Event" has the meaning set forth in paragraph 4(a) of Annex I.

" Certificate" means any certificate evidencing Securities.


" Certificate of Trust" means the certificate of trust filed with the Secretary of State of the State of Delaware with respect to the Trust, as amended and restated from time to time.


" Closing Date" means the date of execution and delivery of this Declaration.

" Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor legislation.

" Commission" means the United States Securities and Exchange Commission.


" Common Securities" has the meaning set forth in Section 6.1(a).


" Common Security Certificate" means a definitive Certificate registered in the name of the Holder representing a Common Security substantially in the form of Exhibit A-2.


" Company Indemnified Person" means (a) any Administrator; (b) any Affiliate of any Administrator; (c) any officers, directors, shareholders, members, partners, employees, representatives or agents of any Administrator; or (d) any officer, employee or agent of the Trust or its Affiliates.


" Corporate Trust Office" means the office of the Institutional Trustee at which the corporate trust business of the Institutional Trustee shall, at any particular time, be principally administered, which office shall at all times be located in the United States and at the date of execution of this Declaration is located at 135 S. LaSalle Street, Suite 1511, Chicago, Illinois 60603, Attn: CDO Trust Services Group Centennial Capital Trust III.


" Coupon Rate" has the meaning set forth in paragraph 2(a) of Annex I.


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" 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 1st Centennial Bancorp, a bank holding company incorporated in California, in its capacity as issuer of the Debentures under the Indenture.


" Debenture Trustee" means LaSalle Bank National Association, not in its individual capacity but solely as trustee under the Indenture until a successor is appointed thereunder, and thereafter means such successor trustee.

" Debentures" means the Junior Subordinated Debt Securities due December 15, 2035 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 applicable during such Extension Period, compounded quarterly from the date on which such Deferred Interest would otherwise have been due and payable until paid or made available for payment.


" Definitive Capital Securities" means any Capital Securities in definitive form issued by the Trust.

" Delaware Trustee" has the meaning set forth in Section 4.2.


" Direct Action" has the meaning set forth in Section 2.8(e).

" Distribution" means a distribution payable to Holders of Securities in accordance with Section 5.1.


" Distribution Payment Date" has the meaning set forth in paragraph 2(e) of Annex I.

" Distribution Payment Period" means the period from and including a Distribution Payment Date, or in the case of the first Distribution Payment Period, the original date of issuance of the Securities, to, but excluding, the next succeeding Distribution Payment Date or, in the case of the last Distribution Payment Period, the Redemption Date, Special Redemption Date or Maturity Date (each as defined in the Indenture), as the case may be, for the related Debentures.


" 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(e) of Annex I.


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" Fiduciary Indemnified Person" shall mean each of the Institutional Trustee (including in its individual capacity), the Delaware Trustee (including in its individual capacity), any Affiliate of the Institutional Trustee or the Delaware Trustee, and any officers, directors, shareholders, members, partners, employees, representatives, custodians, nominees or agents of the Institutional Trustee or the Delaware Trustee.


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

" Fixed Rate" has the meaning set forth in paragraph 2(a) of Annex I.


" Guarantee" means the Guarantee Agreement, dated as of the Closing Date, of the Sponsor (the " Guarantor" ) in respect of the Capital Securities.


" Holder" means a Person in whose name a Certificate representing a Security is registered on the register maintained by or on behalf of the Registrar, such Person being a beneficial owner within the meaning of the Statutory Trust Act.


" Indemnified Person" means a Company Indemnified Person or a Fiduciary Indemnified Person.


" Indenture" means the Indenture, dated as of 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.

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


" Institutional Trustee" means the Trustee meeting the eligibility requirements set forth in Section 4.3.


" Investment Company" means an investment company as defined in the Investment Company Act.

" Investment Company Act" means the Investment Company Act of 1940, as amended from time to time, or any successor legislation.

" Investment Company Event" has the meaning set forth in paragraph 4(a) of Annex I.


" Legal Action" has the meaning set forth in Section 2.8(e).


" LIBOR" means the London Interbank Offered Rate for U.S. Dollar deposits in Europe as determined by the Calculation Agent according to paragraph 2(b) of Annex I.

" LIBOR Banking Day" has the meaning set forth in paragraph 2(b)(1) of Annex I.


" LIBOR Business Day" has the meaning set forth in paragraph 2(b)(1) of Annex I.

" LIBOR Determination Date" has the meaning set forth in paragraph 2(b)(1) of Annex I.


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


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" Liquidation Distribution" has the meaning set forth in paragraph 3 of Annex I.

" Majority in liquidation amount of the Securities" means Holders of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of more than 50% of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.


" Notice" has the meaning set forth in Section 2.11 of the Indenture.


" Officers' Certificate" means, with respect to any Person, a certificate signed by two Authorized Officers of such Person. Any Officers' Certificate delivered with respect to compliance with a condition or covenant provided for in this Declaration shall include:


(a) a statement that each officer signing the Officers' Certificate has read the covenant or condition and the definitions relating thereto;

(b) a brief statement of the nature and scope of the examination or investigation undertaken by each officer in rendering the Officers' Certificate;


(c) a statement that each such officer has made such examination or investigation as, in such officer' s opinion, is necessary to enable such officer to express an informed opinion as to whether or not such covenant or condition has been complied with; and


(d) a statement as to whether, in the opinion of each such officer, such condition or covenant has been complied with.


" Paying Agent" has the meaning set forth 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)(E).


" 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.

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


" Redemption/Distribution Notice" has the meaning set forth in paragraph 4(e) of Annex I.


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


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

" Relevant Trustee" has the meaning set forth in Section 4.7(a).


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

" Restricted Securities Legend" has the meaning set forth in Section 8.2(c).


" Rule 144A" means Rule 144A under the Securities Act.

" Rule 3a-5" means Rule 3a-5 under the Investment Company Act.


" Rule 3a-7" means Rule 3a-7 under the Investment Company Act.


" Securities" means the Common Securities and the Capital Securities, as applicable.


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

" Sponsor" means 1st Centennial Bancorp, a bank holding company that is a U.S. Person incorporated in California, or any successor entity in a merger, consolidation or amalgamation that is a U.S. Person, in its capacity as sponsor of the Trust.

" Statutory Trust Act" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code a7 3801 et seq., as it may be amended from time to time, or any successor legislation.


" Successor Delaware Trustee" has the meaning set forth in Section 4.7(e).


" Successor Entity" has the meaning set forth in Section 2.15(b).


" Successor Institutional Trustee" has the meaning set forth in Section 4.7(b).

" Successor Securities" has the meaning set forth in Section 2.15(b).


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" Super Majority" has the meaning set forth in paragraph 5(b) of Annex I.

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


" 10% in liquidation amount of the Securities" means Holders of outstanding Securities voting together as a single class or, as the context may require, Holders of outstanding Capital Securities or Holders of outstanding Common Securities voting separately as a class, who are the record owners of 10% or more of the aggregate liquidation amount (including the stated amount that would be paid on redemption, liquidation or otherwise, plus accrued and unpaid Distributions to the date upon which the voting percentages are determined) of all outstanding Securities of the relevant class.


" Transfer Agent" has the meaning set forth in Section 6.2.


" Trust Indenture Act" means the Trust Indenture Act of 1939, as amended from time-to-time, or any successor legislation.

" Trustee" or " Trustees" means each Person who has signed this Declaration as a trustee, so long as such Person shall continue in office in accordance with the terms hereof, and all other Persons who may from time to time be duly appointed, qualified and serving as Trustees in accordance with the provisions hereof, and references herein to a Trustee or the Trustees shall refer to such Person or Persons solely in their capacity as trustees hereunder.


" Trust Property" means (a) the Debentures, (b) any cash on deposit in, or owing to, the Property Account and (c) all proceeds and rights in respect of the foregoing and any other property and assets for the time being held or deemed to be held by the Institutional Trustee pursuant to the trusts of this Declaration.

" U.S. Person" means a United States Person as defined in Section 7701(a)(30) of the Code.

" Variable Rate" has the meaning set forth in paragraph 2(a) of Annex I.


ARTICLE II ORGANIZATION

SECTION 2.1. Name . The Trust is continued hereby and shall be known as " Centennial Capital Trust III," 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 218 E. State Street, Redlands, California 92373. 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.


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SECTION 2.3. Purpose . The exclusive purposes and functions of the Trust are (a) to issue and sell the Securities representing undivided beneficial interests in the assets of the Trust, (b) to invest the gross proceeds from such sale to acquire the Debentures, (c) to facilitate direct investment in the assets of the Trust through issuance of the Common Securities and the Capital Securities and (d) except as otherwise limited herein, to engage in only those other activities incidental thereto that are deemed necessary or advisable by the Institutional Trustee, including, without limitation, those activities specified in this Declaration. The Trust shall not borrow money, issue debt or reinvest proceeds derived from investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that would cause the Trust not to be classified for United States federal income tax purposes as a grantor trust.

SECTION 2.4. Authority . Except as specifically provided in this Declaration, the Institutional Trustee shall have exclusive and complete authority to carry out the purposes of the Trust. An action taken by a Trustee on behalf of the Trust and in accordance with such Trustee' s powers shall constitute the act of and serve to bind the Trust. In dealing with the Trustees acting on behalf of the Trust, no Person shall be required to inquire into the authority of the Trustees to bind the Trust. Persons dealing with the Trust are entitled to rely conclusively on the power and authority of the Trustees as set forth in this Declaration. The Administrators shall have only those ministerial duties set forth herein with respect to accomplishing the purposes of the Trust and are not intended to be trustees or fiduciaries with respect to the Trust or the Holders. The Institutional Trustee shall have the right, but shall not be obligated except as provided in Section 2.6, to perform ...