<PAGE>   1
                                                                    EXHIBIT 4.4

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                              EBH CAPITAL TRUST I


                      AMENDED AND RESTATED TRUST AGREEMENT


                                     AMONG


                     ENTERBANK HOLDINGS, INC., AS DEPOSITOR


                 WILMINGTON TRUST COMPANY, AS PROPERTY TRUSTEE


                 WILMINGTON TRUST COMPANY, AS DELAWARE TRUSTEE


                                      AND


                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN


                       DATED AS OF ________________, 1999



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<PAGE>   2


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
                                                                                                            ----
<S>          <C>                                                                                            <C>

ARTICLE I -  DEFINED TERMS...................................................................................1
    1.01     DEFINITIONS.....................................................................................1

ARTICLE II - ESTABLISHMENT OF THE TRUST......................................................................9
    2.01     NAME............................................................................................9
    2.02     OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS.....................................9
    2.03     INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES................................10
    2.04     ISSUANCE OF THE PREFERRED SECURITIES...........................................................10
    2.05     ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF JUNIOR
             SUBORDINATED DEBENTURES........................................................................10
    2.06     DECLARATION OF TRUST...........................................................................10
    2.07     AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS...............................................11
    2.08     ASSETS OF TRUST................................................................................15
    2.09     TITLE TO TRUST PROPERTY........................................................................15

ARTICLE III - PAYMENT ACCOUNT...............................................................................15
    3.01     PAYMENT ACCOUNT................................................................................15

ARTICLE IV - DISTRIBUTIONS; REDEMPTION......................................................................15
    4.01     DISTRIBUTIONS..................................................................................15
    4.02     REDEMPTION.....................................................................................16
    4.03     SUBORDINATION OF COMMON SECURITIES.............................................................18
    4.04     PAYMENT PROCEDURES.............................................................................19
    4.05     TAX RETURNS AND REPORTS........................................................................19
    4.06     PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST....................................................20
    4.07     PAYMENTS UNDER INDENTURE.......................................................................20

ARTICLE V -  TRUST SECURITIES CERTIFICATES..................................................................20
    5.01     INITIAL OWNERSHIP..............................................................................20
    5.02     THE TRUST SECURITIES CERTIFICATES..............................................................20
    5.03     EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES........................................20
    5.04     REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES CERTIFICATES.....................20
    5.05     MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES CERTIFICATES.............................21
    5.06     PERSONS DEEMED SECURITYHOLDERS.................................................................22
    5.07     ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES.........................................22
</TABLE>

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<TABLE>
<S>         <C>                                                                                             <C>
    5.08     MAINTENANCE OF OFFICE OR AGENCY................................................................22
    5.09     APPOINTMENT OF PAYING AGENT....................................................................22
    5.10     OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR....................................................23
    5.11     BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES CERTIFICATE....................23
    5.12     NOTICES TO CLEARING AGENCY.....................................................................24
    5.13     DEFINITIVE PREFERRED SECURITIES CERTIFICATES...................................................24
    5.14     RIGHTS OF SECURITYHOLDERS......................................................................25

ARTICLE VI - ACTS OF SECURITYHOLDERS; MEETINGS; VOTING......................................................26
    6.01     LIMITATIONS ON VOTING RIGHTS...................................................................26
    6.02     NOTICE OF MEETINGS.............................................................................27
    6.03     MEETINGS OF HOLDERS OF PREFERRED SECURITIES....................................................27
    6.04     VOTING RIGHTS..................................................................................27
    6.05     PROXIES, ETC...................................................................................27
    6.06     SECURITYHOLDER ACTION BY WRITTEN CONSENT.......................................................28
    6.07     RECORD DATE FOR VOTING AND OTHER PURPOSES......................................................28
    6.08     ACTS OF SECURITYHOLDERS........................................................................28
    6.09     INSPECTION OF RECORDS..........................................................................29

ARTICLE VII - REPRESENTATIONS AND WARRANTIES................................................................29
    7.01     REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE PROPERTY TRUSTEE...................29
    7.02     REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE DELAWARE TRUSTEE...................30
    7.03     REPRESENTATION AND WARRANTIES OF DEPOSITOR.....................................................31

ARTICLE VIII - THE TRUSTEES.................................................................................32
    8.01     CERTAIN DUTIES AND RESPONSIBILITIES............................................................32
    8.02     CERTAIN NOTICES................................................................................33
    8.03     CERTAIN RIGHTS OF PROPERTY TRUSTEE.............................................................34
    8.04     NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.........................................36
    8.05     MAY HOLD SECURITIES............................................................................36
    8.06     COMPENSATION; INDEMNITY; FEES..................................................................36
    8.07     CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES...................................37
    8.08     CONFLICTING INTERESTS..........................................................................38
    8.09     CO-TRUSTEES AND SEPARATE TRUSTEE...............................................................38
    8.10     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............................................39
    8.11     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................................................40
    8.12     MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....................................41
    8.13     PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST...................................41
    8.14     REPORTS BY PROPERTY TRUSTEE....................................................................41
</TABLE>

                                       ii

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<TABLE>
<S>           <C>                                                                                            <C>
     8.15     REPORTS TO THE PROPERTY TRUSTEE................................................................42
     8.16     EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT...............................................42
     8.17     NUMBER OF TRUSTEES.............................................................................42
     8.18     DELEGATION OF POWER............................................................................43
     8.19     VOTING.........................................................................................43

ARTICLE IX -  DISSOLUTION, LIQUIDATION AND MERGER............................................................43
     9.01     DISSOLUTION UPON EXPIRATION DATE...............................................................43
     9.02     EARLY DISSOLUTION..............................................................................43
     9.03     TERMINATION....................................................................................44
     9.04     LIQUIDATION....................................................................................44
     9.05     MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST............................45

ARTICLE X -   MISCELLANEOUS PROVISIONS.......................................................................46
    10.01     LIMITATION OF RIGHTS OF SECURITYHOLDERS........................................................46
    10.02     AMENDMENT......................................................................................47
    10.03     SEPARABILITY...................................................................................48
    10.04     GOVERNING LAW..................................................................................48
    10.05     PAYMENTS DUE ON NON-BUSINESS DAY...............................................................48
    10.06     SUCCESSORS.....................................................................................48
    10.07     HEADINGS.......................................................................................48
    10.08     REPORTS, NOTICES AND DEMANDS...................................................................48
    10.09     AGREEMENT NOT TO PETITION......................................................................49
    10.10     TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.........................................49
    10.11     ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE................................50
    10.12     COUNTERPARTS...................................................................................50
</TABLE>

Exhibits

Exhibit A - Certificate of Trust
Exhibit B - Form of Certificate Depository Agreement
Exhibit C - Form of Common Securities Certificate
Exhibit D - Form of Expense Agreement
Exhibit E - Form of Preferred Securities Certificate


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                      AMENDED AND RESTATED TRUST AGREEMENT

         AMENDED AND RESTATED TRUST AGREEMENT, dated as of ________________,
1999, among (i) ENTERBANK HOLDINGS, INC., a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) WILMINGTON TRUST COMPANY, a
Delaware banking corporation duly organized and existing under the laws of
Delaware, as property trustee (the "Property Trustee"), (iii) WILMINGTON TRUST
COMPANY, with its home office located in the State of Delaware, as Delaware
trustee (the "Delaware Trustee," and, to the extent expressly provided herein,
in its separate corporate capacity and not in its capacity as Property Trustee
or Delaware Trustee, the "Trust Company"), (iv) JAMES C. WAGNER, an individual,
and JENNIFER S. SMITH, an individual, each of whose address is c/o Enterbank
Holdings, Inc., 150 North Meramec, Clayton, Missouri 63105 (each an
"Administrative Trustee" and collectively the "Administrative Trustees") (the
Property Trustee, the Delaware Trustee and the Administrative Trustees referred
to collectively as the "Trustees") and (v) the several Holders, as hereinafter
defined.

                                  WITNESSETH:

         WHEREAS, the Depositor and the Delaware Trustee have heretofore duly
declared and created EBH Capital Trust I, a business trust (the "Trust"),
pursuant to the Delaware Business Trust Act by the entering into of that
certain Trust Agreement, dated as of September __, 1999 (the "Original Trust
Agreement"), and by the execution and filing by the Delaware Trustee with the
Secretary of State of the State of Delaware of the Certificate of Trust, filed
on September 9, 1999, the form of which is attached as EXHIBIT A; and

         WHEREAS, the Depositor and the Delaware Trustee desire to amend and
restate the Original Trust Agreement in its entirety as set forth herein to
provide for, among other things, (i) the issuance of the Common Securities (as
defined below) by the Trust to the Depositor, (ii) the issuance and sale of the
Preferred Securities (as defined below) by the Trust pursuant to the
Underwriting Agreement, (iii) the acquisition by the Trust from the Depositor
of all of the right, title and interest in the Junior Subordinated Debentures
(as defined below), (iv) the appointment of the Property Trustee, and (v) the
appointment of the Administrative Trustees;

         NOW THEREFORE, in consideration of the agreements and obligations set
forth herein and for other good and valuable consideration, the sufficiency of
which is hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Securityholders, hereby amends and restates the
Original Trust Agreement in its entirety and agrees as follows:

                                   ARTICLE I
                                 DEFINED TERMS

         1.01 DEFINITIONS. For all purposes of this Trust Agreement, except as
otherwise expressly provided or unless the context otherwise requires:

                  (a) the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;



<PAGE>   6


                  (b) all other terms used herein that are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (c) unless the context otherwise requires, any reference to
         an "Article" or a "Section" refers to an Article or a Section, as the
         case may be, of this Trust Agreement; and

                  (d) the words "herein", "hereof" and "hereunder" and other
         words of similar import refer to this Trust Agreement as a whole and
         not to any particular Article, Section or other subdivision.

         "Accelerated Maturity Date" has the meaning set forth in Section 1.01
of the Indenture.

         "Act" has the meaning specified in Section 6.08.

         "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and a given period, the amount of additional interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Junior Subordinated Debentures for such period.

         "Additional Sums" has the meaning specified in Section 2.05 of the
Indenture.

         "Administrative Trustee" means each of James C. Wagner and Jennifer S.
Smith, solely in each such person's capacity as Administrative Trustee of the
Trust continued hereunder and not in such person's individual capacity, or such
Administrative Trustee's successor in interest in such capacity, or any
successor Administrative Trustee appointed as herein provided.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

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

                  (a) the entry of a decree or order by a court having
         jurisdiction in the premises adjudging such Person a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         liquidation or reorganization of or in respect of such Person under
         the United States Bankruptcy Code or any other similar applicable
         federal or state law, and the continuance of any such decree or order
         unvacated and unstayed for a period of 90 days; or the commencement of
         an involuntary case under the United States Bankruptcy Code in respect
         of such Person, which shall continue undismissed for a period of 90
         days or entry of an order for relief in such case; or the entry of a
         decree or order of a court having jurisdiction in the premises for the
         appointment on the ground of insolvency or bankruptcy of a receiver,
         custodian, liquidator, trustee or assignee in bankruptcy or insolvency
         of such Person or of

                                       2

<PAGE>   7


         its property, or for the winding up or liquidation of its affairs, and
         such decree or order shall have remained in force unvacated and
         unstayed for a period of 90 days; or

                  (b) the institution by such Person of proceedings to be
         adjudicated a voluntary bankrupt, or the consent by such Person to the
         filing of a bankruptcy proceeding against it, or the filing by such
         Person of a petition or answer or consent seeking liquidation or
         reorganization under the United States Bankruptcy Code or other
         similar applicable federal or state law, or the consent by such Person
         to the filing of any such petition or to the appointment on the ground
         of insolvency or bankruptcy of a receiver or custodian or liquidator
         or trustee or assignee in bankruptcy or insolvency of such Person or
         of its property, or such Person shall make a general assignment for
         the benefit of creditors.

         "Bankruptcy Laws" has the meaning specified in Section 10.09.

         "Book-Entry Preferred Securities Certificates" means certificates
representing Preferred Securities issued in global, fully registered form to
the Clearing Agency as described in Section 5.11.

         "Business Day" means a day other than (a) a Saturday or Sunday, (b) a
day on which banking institutions in the State of Missouri or Delaware are
authorized or required by law or executive order to remain closed, or (c) a day
on which the Property Trustee's Corporate Trust Office or the Corporate Trust
Office of the Debenture Trustee is closed for business.

         "Certificate Depository Agreement" means the agreement among the
Trust, the Depositor and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date, relating to the Trust Securities
Certificates, substantially in the form attached as EXHIBIT B, as the same may
be amended and supplemented from time to time.

         "Certificate of Trust" means, as stated in the recitals to this Trust
Agreement, the certificate of trust filed with the Secretary of State of the
State of Delaware with respect to the Trust, in the form attached as EXHIBIT A,
as the same may be amended or restated from time to time.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depository Trust
Company will be the initial Clearing Agency.

         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

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

         "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this Trust Agreement such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.


                                       3

<PAGE>   8


         "Common Security" means a common undivided beneficial interest in the
assets of the Trust, having a Liquidation Amount of $8.00 and having the
rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

         "Common Securities Certificate" means a certificate evidencing
ownership of Common Securities, substantially in the form attached as EXHIBIT
C.

         "Corporate Trust Office" means the principal corporate trust office of
the Property Trustee located at 1100 North Market Street, Wilmington, Delaware
19890, Attention: Corporate Trust Administration.

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

         "Debenture Redemption Date" means, with respect to any Junior
Subordinated Debentures to be redeemed under the Indenture, the date fixed for
redemption under the Indenture.

         "Debenture Trustee" means Wilmington Trust Company, a Delaware banking
corporation, organized under the laws of Delaware and any successor thereto, as
trustee under the Indenture.

         "Definitive Preferred Securities Certificates" means either or both
(as the context requires) of (a) Preferred Securities Certificates issued as
Book-Entry Preferred Securities Certificates as provided in Section 5.11(a),
and (b) Preferred Securities Certificates issued in certificated, fully
registered form as provided in Section 5.13.

         "Delaware Business Trust Act" means Chapter 38 of Title 12 of the
Delaware Code, 12 Del. C. Section 3801, et. seq. as it may be amended from time
to time.

         "Delaware Trustee" means the corporation identified as the "Delaware
Trustee" in the preamble to this Trust Agreement solely in its capacity as
Delaware Trustee of the Trust continued hereunder and not in its individual
capacity, or its successor in interest in such capacity, or any successor
Delaware Trustee appointed as herein provided.

         "Depositor" has the meaning specified in the preamble to this Trust
Agreement.

         "Distribution Date" has the meaning specified in Section 4.01(a).

         "Distributions" means amounts payable in respect of the Trust
Securities as provided in Section 4.01.

         "Event of Default" means any one of the following events that shall
have occurred and be continuing (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):


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<PAGE>   9


                  (a) the occurrence of a Debenture Event of Default; or

                  (b) default by the Trust in the payment of any Distribution
         when it becomes due and payable, and continuation of such default for
         a period of 30 days; or

                  (c) default by the Trust in the payment of any Redemption
         Price of any Trust Security when it becomes due and payable; or

                  (d) default in the performance, or breach, in any material
         respect, of any covenant or warranty of the Property Trustee in this
         Trust Agreement (other than a covenant or warranty, a default in the
         performance of which or the breach of which is dealt with in clause
         (b) or (c), 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 Property Trustee by the Holders of
         at least 25% in aggregate Liquidation Amount of the Outstanding
         Preferred 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

                  (e) the occurrence of a Bankruptcy Event with respect to the
         Property Trustee and the failure by the Depositor to appoint a
         successor Property Trustee within 60 days thereof.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Expense Agreement" means the Agreement as to Expenses and Liabilities
between the Depositor and the Trust, substantially in the form attached as
EXHIBIT D, as amended from time to time.

         "Expiration Date" has the meaning specified in Section 9.01.

         "Extension Period" means the "Extended Interest Payment Period" as
defined in the Indenture.

         "Global Subordinated Debenture" has the meaning specified in the
Indenture.

         "Guarantee" means the Preferred Securities Guarantee Agreement
executed and delivered by the Depositor and Property Trustee, as trustee,
contemporaneously with the execution and delivery of this Trust Agreement, for
the benefit of the Holders of the Preferred Securities, as amended from time to
time.

         "Holder" means a Securityholder.

         "Indenture" means the Subordinated Indenture, dated as of
_________________, 1999, between the Depositor and the Debenture Trustee, as
trustee, as amended or supplemented from time to time.


                                       5

<PAGE>   10


         "Investment Company Act" means the Investment Company Act of 1940, as
amended.

         "Junior Subordinated Debentures" means the $________ aggregate
principal amount of the Depositor's ____% Junior Subordinated Debentures due
2029, issued pursuant to the Indenture.

         "Lien" means any lien, pledge, charge, encumbrance, mortgage, deed of
trust, adverse ownership interest, hypothecation, assignment, security interest
or preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever.

         "Like Amount" means (a) with respect to a redemption of Trust
Securities, Trust Securities having a Liquidation Amount equal to the principal
amount of Junior Subordinated Debentures to be contemporaneously redeemed in
accordance with the Indenture and the proceeds of which will be used to pay the
Redemption Price of such Trust Securities and (b) with respect to a
distribution of Junior Subordinated Debentures to Holders of Trust Securities
in connection with a dissolution or liquidation of the Trust, Junior
Subordinated Debentures having a principal amount equal to the Liquidation
Amount of the Trust Securities of the Holder to whom such Junior Subordinated
Debentures are distributed.

         "Liquidation Amount" means the stated amount of $8.00 per Trust
Security.

         "Liquidation Date" means the date on which Junior Subordinated
Debentures are to be distributed to Holders of Trust Securities in connection
with a dissolution and liquidation of the Trust pursuant to Section 9.04(a).

         "Liquidation Distribution" has the meaning specified in Section
9.04(d).

         "Maturity Date" has the meaning set forth in Section 2.02 of the
Indenture.

         "Officers' Certificate" means a certificate signed by the Chief
Executive Officer, the President or a Vice President and by the Chief
Accounting Officer or the Controller or an Assistant Controller or the
Secretary or an Assistant Secretary, of the Depositor, and delivered to the
appropriate Trustee. One of the officers signing an Officers' Certificate given
pursuant to Section 8.16 shall be the principal executive, financial or
accounting officer of the Depositor. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust
Agreement 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 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

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


                                       6

<PAGE>   11


         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Trust, the Property Trustee, the Delaware Trustee or the
Depositor, but not an employee of any thereof, and who shall be reasonably
acceptable to the Property Trustee.

         "Original Trust Agreement" has the meaning specified in the recitals
to this Trust Agreement.

         "Outstanding," when used with respect to Preferred Securities, means,
as of the date of determination, all Preferred Securities theretofore executed
and delivered under this Trust Agreement, except:

                  (a) Preferred Securities theretofore canceled by the Property
         Trustee or delivered to the Property Trustee for cancellation;

                  (b) Preferred Securities for whose payment or redemption
         money in the necessary amount has been theretofore deposited with the
         Property Trustee or any Paying Agent for the Holders of such Preferred
         Securities; provided that, if such Preferred Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Trust Agreement; and

                  (c) Preferred Securities which have been paid or in exchange
         for or in lieu of which other Preferred Securities have been executed
         and delivered pursuant to Sections 5.04, 5.05, 5.11 and 5.13;
         provided, however, that in determining whether the Holders of the
         requisite Liquidation Amount of the Outstanding Preferred Securities
         have given any request, demand, authorization, direction, notice,
         consent or waiver hereunder, Preferred Securities owned by the
         Depositor, any Trustee, or any Affiliate of the Depositor or any
         Trustee, shall be disregarded and deemed not to be Outstanding, except
         that (i) in determining whether any Trustee shall be protected in
         relying upon any such request, demand, authorization, direction,
         notice, consent or waiver, only Preferred Securities that such Trustee
         knows to be so owned shall be so disregarded and (ii) the foregoing
         shall not apply at any time when all of the Outstanding Preferred
         Securities are owned by the Depositor, one or more of the Trustees
         and/or any such Affiliate. Preferred Securities so owned which have
         been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Administrative Trustees
         the pledgee's right as to such Preferred Securities so owned.

         "Owner" means each Person who is the beneficial owner of a Book-Entry
Preferred Securities Certificate as reflected in the records of the Clearing
Agency or, if a Clearing Agency Participant is not the Owner, then as reflected
in the records of a Person maintaining an account with such Clearing Agency
(directly or indirectly, in accordance with the rules of such Clearing Agency).

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 5.09 and shall initially be the Trust Company.

         "Payment Account" means a segregated non-interest-bearing corporate
trust account maintained by the Property Trustee for the benefit of the
Securityholders in which all amounts paid


                                       7

<PAGE>   12


in respect of the Junior Subordinated Debentures will be held and from which
the Property Trustee shall make payments to the Securityholders in accordance
with Sections 4.01 and 4.02.

         "Person" means any individual, corporation, partnership, joint
venture, trust, limited liability company or corporation, unincorporated
organization or government or any agency or political subdivision thereof.

         "Preferred Security" means a preferred undivided beneficial interest
in the assets of the Trust, designated "____% Cumulative Trust Preferred
Securities," having a Liquidation Amount of $8.00 and having the rights
provided therefor in this Trust Agreement, including the right to receive
Distributions and a Liquidation Distribution as provided herein.

         "Preferred Securities Certificate" means a certificate evidencing
ownership of Preferred Securities, substantially in the form attached as
EXHIBIT E.

         "Property Trustee" means the commercial bank or trust company
identified as the "Property Trustee" in the preamble to this Trust Agreement
solely in its capacity as Property Trustee of the Trust heretofore formed and
continued hereunder and not in its individual capacity, or its successor in
interest in such capacity, or any successor Property Trustee appointed as
herein provided.

         "Redemption Date" means, with respect to any Trust Security to be
redeemed, the date fixed for such redemption by or pursuant to this Trust
Agreement; provided that each Debenture Redemption Date and the Maturity Date
of the Junior Subordinated Debentures shall be a Redemption Date for a Like
Amount of Trust Securities.

         "Redemption Price" means, with respect to any Trust Security to be
redeemed, the Liquidation Amount of such Trust Security, plus accumulated and
unpaid Distributions to the Redemption Date allocated on a pro rata basis
(based on Liquidation Amounts) among the Trust Securities to be redeemed.

         "Relevant Trustee" shall have the meaning specified in Section 8.10.

         "Securities Register" and "Securities Registrar" have the respective
meanings specified in Section 5.04.

         "Securityholder" means a Person in whose name a Trust Security or
Trust Securities is registered in the Securities Register; any such Person is a
beneficial owner within the meaning of the Delaware Business Trust Act.

         "Trust" means EBH Capital Trust I, the Delaware business trust
continued hereby and which was created as stated in the recitals to this Trust
Agreement.

         "Trust Agreement" means this Amended and Restated Trust Agreement, as
the same may be modified, amended or supplemented in accordance with the
applicable provisions hereof, including all exhibits hereto, including, for all
purposes of this Trust Agreement and any such modification,


                                       8

<PAGE>   13




amendment or supplement, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this Trust Agreement and any such
modification, amendment or supplement, respectively.

         "Trust Company" has the meaning specified in the preamble to this
Trust Agreement.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this Trust Agreement was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

         "Trust Property" means (a) the Junior Subordinated Debentures, (b) the
rights of the Property Trustee under the Guarantee, (c) any cash on deposit in,
or owing to, the Payment Account and (d) 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 Property Trustee pursuant to the trusts of this Trust
Agreement.

         "Trust Security" means any one of the Common Securities or the
Preferred Securities.

         "Trust Securities Certificate" means any one of the Common Securities
Certificates or the Preferred Securities Certificates.

         "Trustee" or "Trustees" means, individually or collectively, any of
the Property Trustee, the Delaware Trustee and the Administrative Trustees.

         "Underwriting Agreement" means the Underwriting Agreement dated as of
_______________, 1999, among the Trust, the Depositor and the underwriters
named therein.


                                   ARTICLE II
                           ESTABLISHMENT OF THE TRUST

         2.01 NAME. The Trust heretofore created and continued hereby shall
continue to be known as "EBH CAPITAL TRUST I," as such name may be modified
from time to time by the Administrative Trustees following written notice to
the Holders of Trust Securities and the other Trustees, in which name the
Trustees may engage in the transactions contemplated hereby, make and execute
contracts and other instruments on behalf of the Trust and sue and be sued.

         2.02 OFFICE OF THE DELAWARE TRUSTEE; PRINCIPAL PLACE OF BUSINESS. The
address of the Delaware Trustee in the State of Delaware is 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration,
or such other address in the State of Delaware as the Delaware Trustee may
designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is c/o Enterbank Holdings, Inc., 150
North Meramec, Clayton, Missouri 63105.


                                       9

<PAGE>   14


         2.03 INITIAL CONTRIBUTION OF TRUST PROPERTY; ORGANIZATIONAL EXPENSES.
The Trustees acknowledge receipt in trust from the Depositor in connection with
the Original Trust Agreement of the sum of $10, which constituted the initial
Trust Property. The Depositor shall pay organizational expenses of the Trust as
they arise or shall, upon request of any Trustee, promptly reimburse such
Trustee for any such expenses paid by such Trustee. The Depositor shall make no
claim upon the Trust Property for the payment of such expenses.

         2.04 ISSUANCE OF THE PREFERRED SECURITIES. On ______________, 1999,
the Depositor and an Administrative Trustee, on behalf of the Trust and
pursuant to the Original Trust Agreement, executed and delivered the
Underwriting Agreement. Contemporaneously with the execution and delivery of
this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 5.02 and deliver, in accordance with the
Underwriting Agreement, a Preferred Securities Certificate, registered in the
name of the nominee of the initial Clearing Agency, in an aggregate amount of
Preferred Securities having an aggregate Liquidation Amount of $__________
against receipt of the aggregate purchase price of such Preferred Securities of
$_________, which amount such Administrative Trustee shall promptly deliver to
the Property Trustee.

         2.05 ISSUANCE OF THE COMMON SECURITIES; SUBSCRIPTION AND PURCHASE OF
JUNIOR SUBORDINATED DEBENTURES. Contemporaneously with the execution and
delivery of this Trust Agreement, an Administrative Trustee, on behalf of the
Trust, shall execute in accordance with Section 5.02 and deliver to the
Depositor a Common Securities Certificate, registered in the name of the
Depositor, in an aggregate amount of Common Securities having an aggregate
Liquidation Amount of $__________ against payment by the Depositor of such
amount. Contemporaneously therewith, an Administrative Trustee, on behalf of
the Trust, shall subscribe to and purchase from the Depositor Junior
Subordinated Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to
$__________, and, in satisfaction of the purchase price for such Junior
Subordinated Debentures, the Property Trustee, on behalf of the Trust, shall
deliver to the Depositor the sum of $__________.

         2.06 DECLARATION OF TRUST. The exclusive purposes and functions of the
Trust are (a) to issue and sell Trust Securities and use the proceeds from such
sale to acquire the Junior Subordinated Debentures, and (b) to engage in those
activities necessary, convenient or incidental thereto. The Depositor 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 Property Trustee hereby declares that it will hold the Trust
Property in trust upon and subject to the conditions set forth herein for the
benefit of the Securityholders. 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 Property 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 Delaware Business Trust Act.

                                       10

<PAGE>   15


         2.07 AUTHORIZATION TO ENTER INTO CERTAIN TRANSACTIONS.

                  (a) The Trustees shall conduct the affairs of the Trust in
         accordance with the terms of this Trust Agreement. Subject to the
         limitations set forth in paragraph (b) of this Section and Article
         VIII, and in accordance with the following provisions (i) and (ii),
         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 Administrative Trustees under this Trust
         Agreement, 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 Trust
                           Securities, including, without limitation, the
                           execution of the Trust Securities on behalf of the
                           Trust in accordance with this Trust Agreement, and
                           complying with the terms of the Underwriting
                           Agreement regarding the issuance and sale of the
                           Trust Securities;

                                    (B) to cause the Trust to enter into, and
                           to execute, deliver and perform on behalf of the
                           Trust, the Expense Agreement and the Certificate
                           Depository Agreement and such other agreements or
                           documents as may be necessary or desirable in
                           connection with the purposes and function of the
                           Trust;

                                    (C) to assist in the registration of the
                           Preferred Securities under the Securities Act of
                           1933, as amended, and under state securities or blue
                           sky laws, and the qualification of this Trust
                           Agreement as a trust indenture under the Trust
                           Indenture Act;

                                    (D) assisting in the listing of the
                           Preferred Securities upon the American Stock
                           Exchange or such securities exchange or exchanges as
                           shall be determined by the Depositor and, if
                           required, the registration of the Preferred
                           Securities under the Exchange Act, and the
                           preparation and filing of all periodic and other
                           reports and other documents pursuant to the
                           foregoing;

                                    (E) the sending of notices (other than
                           notices of default) and other information regarding
                           the Trust Securities and the Junior Subordinated
                           Debentures to the Securityholders in accordance with
                           this Trust Agreement;

                                    (F) the appointment of a Paying Agent,
                           authenticating agent and Securities Registrar in
                           accordance with this Trust Agreement;


                                       11

<PAGE>   16


                                    (G) to the extent provided in this Trust
                           Agreement, 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;

                                    (H) 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 and of each other jurisdiction in which
                           such existence is necessary to protect the limited
                           liability of the Holders of the Preferred Securities
                           or to enable the Trust to effect the purposes for
                           which the Trust was created;

                                    (I) the execution and delivery of an
                           application for a taxpayer identification number for
                           the Trust; and

                                    (J) 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 Trust
                           Agreement for the benefit of the Securityholders
                           (without consideration of the effect of any such
                           action on any particular Securityholder).

                           (ii) As among the Trustees, the Property 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 Payment
                           Account;

                                    (B) the receipt of the Junior Subordinated
                           Debentures;

                                    (C) the receipt and collection of interest,
                           principal and any other payments made in respect of
                           the Junior Subordinated Debentures in the Payment
                           Account;

                                    (D) the distribution of amounts owed to the
                           Securityholders in respect of the Trust Securities
                           in accordance with the terms of this Trust
                           Agreement;

                                    (E) the exercise of all of the rights,
                           powers and privileges of a holder of the Junior
                           Subordinated Debentures;

                                    (F) the sending of notices of default and
                           other information regarding the Trust Securities and
                           the Junior Subordinated Debentures to the
                           Securityholders in accordance with this Trust
                           Agreement;


                                       12

<PAGE>   17


                                    (G) the distribution of the Trust Property
                           in accordance with the terms of this Trust
                           Agreement;

                                    (H) to the extent provided in this Trust
                           Agreement, the winding up of the affairs of and
                           liquidation of the Trust;

                                    (I) after an Event of Default (other than
                           under paragraph (b), (c), (d) or (e) of the
                           definition of such term if the Event of Default is
                           by or with respect to the Property Trustee) the
                           taking of any action incidental to the foregoing as
                           the Property Trustee may from time to time determine
                           is necessary or advisable to give effect to the
                           terms of this Trust Agreement and protect and
                           conserve the Trust Property for the benefit of the
                           Securityholders (without consideration of the effect
                           of any such action on any particular
                           Securityholder);

                                    (J) so long as the Property Trustee is the
                           Securities Registrar, registering transfers of the
                           Trust Securities in accordance with this Trust
                           Agreement; and

                                    (K) except as otherwise provided in this
                           Section 2.07(a)(ii), the Property Trustee shall have
                           none of the duties, liabilities, powers or the
                           authority of the Administrative Trustees set forth
                           in Section 2.07(a)(i).

                  (b) So long as this Trust Agreement 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 Trustees
         shall not (i) acquire any investments or engage in any activities not
         authorized by this Trust Agreement, (ii) sell, assign, transfer,
         exchange, mortgage, pledge, set-off or otherwise dispose of any of the
         Trust Property or interests therein, including to Securityholders,
         except as expressly provided herein, (iii) take any action that 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 Administrative Trustees shall 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
         Securityholders in their capacity as Securityholders.

                  (c) In connection with the issue and sale of the Preferred
         Securities, the Depositor 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 Depositor in furtherance
         of the following prior to the date of this Trust Agreement are hereby
         ratified and confirmed in all respects):

                           (i) the preparation and filing by the Trust with the
                  Commission and the execution on behalf of the Trust of a
                  registration statement on the appropriate form


                                      13

<PAGE>   18


                  in relation to the Preferred Securities and the Junior
                  Subordinated Debentures, including any amendments thereto;

                           (ii) the determination of the states in which to
                  take appropriate action to qualify or register for sale all
                  or part of the Preferred Securities and to do any and all
                  such acts, other than actions which must be taken by or on
                  behalf of the Trust, and advise the Trustees of actions they
                  must take on behalf of the Trust, and prepare for execution
                  and filing any documents to be executed and filed by the
                  Trust or on behalf of the Trust, as the Depositor deems
                  necessary or advisable in order to comply with the applicable
                  laws of any such states;

                           (iii) in the discretion of the Depositor, the
                  preparation for filing by the Trust and execution on behalf
                  of the Trust of an application to the NASDAQ National Market
                  or a national stock exchange or other organizations for
                  listing upon notice of issuance of any Preferred Securities
                  and to file or cause an Administrative Trustee to file
                  thereafter with such exchange or organization such
                  notifications and documents as may be necessary from time to
                  time;

                           (iv) if required, the preparation for filing by the
                  Trust with the Commission and the execution on behalf of the
                  Trust of a registration statement on Form 8-A relating to the
                  registration of the Preferred Securities under Section 12(b)
                  or 12(g) of the Exchange Act, including any amendments
                  thereto;

                           (v) the negotiation of the terms of, and the
                  execution and delivery of, the Underwriting Agreement
                  providing for the sale of the Preferred Securities;

                           (vi) the negotiation of the terms of, and execution
                  of, the Original Trust Agreement, and the preparation of this
                  Trust Agreement and the selection of the Trustees; and

                           (vii) 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 are authorized and directed to conduct the
         affairs of the Trust and to operate the Trust so that the Trust will
         not be deemed to be an "investment company" required to be registered
         under the Investment Company Act, will be classified as a "grantor
         trust" and not as an association taxable as a corporation for United
         States federal income tax purposes and so that the Junior Subordinated
         Debentures will be treated as indebtedness of the Depositor for United
         States federal income tax purposes. In this connection, subject to
         Section 10.02, the Depositor and the Administrative Trustees are
         authorized to take any action, not inconsistent with applicable law or
         this Trust Agreement, that each of the Depositor and the
         Administrative Trustees determines in their discretion to be necessary
         or desirable for such purposes. In no event shall the Trustees be
         liable to the Trust or the Securityholders for any failure to comply

                                       14

<PAGE>   19



         with this Section that results from a change in law or regulations or
         in the interpretation thereof.

         2.08 ASSETS OF TRUST. The assets of the Trust shall consist of the
Trust Property.

         2.09 TITLE TO TRUST PROPERTY. Legal title to all Trust Property shall
be vested at all times in the Property Trustee (in its capacity as such) and
shall be held and administered by the Property Trustee for the benefit of the
Securityholders in accordance with this Trust Agreement.

                                  ARTICLE III
                                PAYMENT ACCOUNT

         3.01 PAYMENT ACCOUNT.

                  (a) On or prior to the Closing Date, the Property Trustee
         shall establish the Payment Account. The Property Trustee and any
         agent of the Property Trustee shall have exclusive control and sole
         right of withdrawal with respect to the Payment Account for the
         purpose of making deposits and withdrawals from the Payment Account in
         accordance with this Trust Agreement. All monies and other property
         deposited or held from time to time in the Payment Account shall be
         held by the Property Trustee in the Payment Account for the exclusive
         benefit of the Securityholders and for distribution as herein
         provided, including (and subject to) any priority of payments provided
         for herein.

                  (b) The Property Trustee shall deposit in the Payment
         Account, promptly upon receipt, all payments of principal of or
         interest on, and any other payments or proceeds with respect to, the
         Junior Subordinated Debentures. Amounts held in the Payment Account
         shall not be invested by the Property Trustee pending distribution
         thereof.

                                   ARTICLE IV
                           DISTRIBUTIONS; REDEMPTION

         4.01 DISTRIBUTIONS.

                  (a) Distributions on the Trust Securities shall be
         cumulative, and will accumulate whether or not there are funds of the
         Trust available for the payment of Distributions. Distributions shall
         accumulate from _________________, 1999, and, except during any
         Extension Period with respect to the Junior Subordinated Debentures,
         shall be payable quarterly in arrears on the 15th day of March, June,
         September and December in each year, commencing December 15, 1999. The
         amount of each Distribution due with respect to the Trust Securities
         will include amounts accrued through the date the Distribution payment
         is due. If any date on which a Distribution is otherwise payable on
         the Trust Securities is not a Business Day, then the payment of such
         Distribution shall 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, payment of such Distribution shall be made
         on the immediately preceding Business Day, in each case


                                      15
<PAGE>   20

         with the same force and effect as if made on such date (each date on
         which Distributions are payable in accordance with this Section
         4.01(a) a "Distribution Date").

                  (b) The Trust Securities represent undivided beneficial
         interests in the Trust Property, and, as a practical matter, the
         Distributions on the Trust Securities shall be payable at a rate of
         ____% per annum of the Liquidation Amount of the Trust Securities. The
         amount of Distributions payable for any full period shall be computed
         on the basis of a 360-day year of twelve 30-day months. The amount of
         Distributions for any partial period shall be computed on the basis of
         the number of days elapsed in a 360-day year of twelve 30-day months.
         During any Extension Period with respect to the Junior Subordinated
         Debentures, Distributions on the Preferred Securities will be deferred
         for a period equal to the Extension Period. The amount of
         Distributions payable for any period shall include the Additional
         Amounts, if any.

                  (c) Distributions on the Trust Securities shall be made by
         the Property Trustee solely from the Payment Account and shall be
         payable on each Distribution Date only to the extent that the Trust
         has funds then on hand and immediately available in the Payment
         Account for the payment of such Distributions.

                  (d) Distributions on the Trust Securities with respect to a
         Distribution Date shall be payable to the Holders thereof as they
         appear on the Securities Register for the Trust Securities on the
         relevant record date, which shall be one Business Day prior to such
         Distribution Date; provided, however, that in the event that the
         Preferred Securities do not remain in book-entry-only form, the
         relevant record date shall be the 1st day of the month in which the
         relevant Distribution Date occurs.

         4.02 REDEMPTION.

                  (a) On each Debenture Redemption Date and on the Maturity
         Date of the Junior Subordinated Debentures, the Trust will be required
         to redeem a Like Amount of Trust Securities at the Redemption Price.

                  (b) Notice of redemption shall be given by the Property
         Trustee by first-class mail, postage prepaid, mailed not less than 30
         nor more than 60 days prior to the Redemption Date to each Holder of
         Trust Securities to be redeemed, at such Holder's address appearing in
         the Securities Register. The Property Trustee shall have no
         responsibility for the accuracy of any CUSIP number contained in such
         notice. All notices of redemption shall state:

                           (i) the Redemption Date;

                           (ii) the Redemption Price, or if the Redemption
                  Price cannot be calculated prior to the time the notice is
                  required to be sent, the estimate of the Redemption Price
                  provided pursuant to the Indenture together with a statement
                  that it is an estimate and that the actual Redemption Price
                  will be calculated on the third Business Day prior to the
                  Redemption Date (and, if an estimate is provided, a further


                                      16
<PAGE>   21

                  notice shall be sent of the actual Redemption Price on the
                  date, or as soon as practicable thereafter, that notice of
                  such actual Redemption Price is received pursuant to the
                  Indenture);

                           (iii) the CUSIP number;

                           (iv) if less than all the Outstanding Trust
                  Securities are to be redeemed, the identification and the
                  aggregate Liquidation Amount of the particular Trust
                  Securities to be redeemed;

                           (v) that on the Redemption Date the Redemption Price
                  will become due and payable upon each such Trust Security to
                  be redeemed and that Distributions thereon will cease to
                  accumulate on and after said date, except as provided in
                  Section 4.02(d) below; and

                           (vi) the place or places where Trust Securities are
                  to be surrendered for the payment of the Redemption Price.

                  (c) The Trust Securities redeemed on each Redemption Date
         shall be redeemed at the Redemption Price with the proceeds from the
         contemporaneous redemption of Junior Subordinated Debentures.
         Redemptions of the Trust Securities shall be made and the Redemption
         Price shall be payable on each Redemption Date only to the extent that
         the Trust has immediately available funds then on hand and available
         in the Payment Account for the payment of such Redemption Price.

                  (d) If the Property Trustee gives a notice of redemption in
         respect of any Preferred Securities, then, by 10:00 a.m., Delaware
         time, on the Redemption Date, subject to Section 4.02(c), the Property
         Trustee will, so long as the Preferred Securities are in
         book-entry-only form, deposit with the Clearing Agency for the
         Preferred Securities funds sufficient to pay the applicable Redemption
         Price and will give such Clearing Agency irrevocable instructions and
         authority to pay the Redemption Price to the Holders thereof. If the
         Preferred Securities are no longer in book-entry-only form, the
         Property Trustee, subject to Section 4.02(c), will deposit with the
         Paying Agent funds sufficient to pay the applicable Redemption Price
         and will give the Paying Agent irrevocable instructions and authority
         to pay the Redemption Price to the Holders thereof upon surrender of
         their Preferred Securities Certificates. Notwithstanding the
         foregoing, Distributions payable on or prior to the Redemption Date
         for any Trust Securities called for redemption shall be payable to the
         Holders of such Trust Securities as they appear on the Securities
         Register for the Trust Securities on the relevant record dates for the
         related Distribution Dates. If notice of redemption shall have been
         given and funds deposited as required, then upon the date of such
         deposit, all rights of Securityholders holding Trust Securities so
         called for redemption will cease, except the right of such
         Securityholders to receive the Redemption Price, but without interest
         on such Redemption Price, and such Securities will cease to be
         Outstanding. In the event that any date on which any Redemption Price
         is payable is not a Business Day, then payment of the Redemption Price
         payable on such date will be made on the next


                                      17
<PAGE>   22

         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. In the event that
         payment of the Redemption Price in respect of any Trust Securities
         called for redemption is improperly withheld or refused and not paid
         either by the Trust or by the Depositor pursuant to the Guarantee,
         Distributions on such Trust Securities will continue to accumulate, at
         the then applicable rate, from the Redemption Date originally
         established by the Trust for such Trust Securities to the date such
         Redemption Price is actually paid, in which case the actual payment
         date will be the date fixed for redemption for purposes of calculating
         the Redemption Price.

                  (e) Payment of the Redemption Price on the Trust Securities
         shall be made to the record Holders thereof as they appear on the
         Securities Register for the Trust Securities on the relevant record
         date, which shall be one Business Day prior to the relevant Redemption
         Date; provided, however, that in the event that the Preferred
         Securities do not remain in book-entry-only form, the relevant record
         date shall be the date fifteen days prior to the relevant Redemption
         Date.

                  (f) Subject to Section 4.03(a), if less than all the
         Outstanding Trust Securities are to be redeemed on a Redemption Date,
         then the aggregate Liquidation Amount of Trust Securities to be
         redeemed shall be allocated on a pro rata basis (based on Liquidation
         Amounts) among the Common Securities and the Preferred Securities. The
         particular Preferred Securities to be redeemed shall be selected not
         more than 60 days prior to the Redemption Date by the Property Trustee
         from the outstanding Preferred Securities not previously called for
         redemption, by such method (including, without limitation, by lot) as
         the Property Trustee shall deem fair and appropriate and which may
         provide for the selection for redemption of portions (equal to $8.00
         or an integral multiple of $8.00 in excess thereof) of the Liquidation
         Amount of Preferred Securities of a denomination larger than $8.00.
         The Property Trustee shall promptly notify the Securities Registrar in
         writing of the Preferred Securities selected for redemption and, in
         the case of any Preferred Securities selected for partial redemption,
         the Liquidation Amount thereof to be redeemed. For all purposes of
         this Trust Agreement, unless the context otherwise requires, all
         provisions relating to the redemption of Preferred Securities shall
         relate, in the case of any Preferred Securities redeemed or to be
         redeemed only in part, to the portion of the Liquidation Amount of
         Preferred Securities which has been or is to be redeemed.

         4.03 SUBORDINATION OF COMMON SECURITIES.

                  (a) Payment of Distributions (including Additional Amounts,
         if applicable) on, and the Redemption Price of, the Trust Securities,
         as applicable, shall be made, subject to Section 4.02(f), pro rata
         among the Common Securities and the Preferred Securities based on the
         Liquidation Amount of the Trust Securities; provided, however, that if
         on any Distribution Date or Redemption Date any Event of Default
         resulting from a Debenture Event of Default shall have occurred and be
         continuing, no payment of any Distribution (including Additional
         Amounts, if applicable) on, or Redemption Price of, any Common


                                      18
<PAGE>   23

         Security, and no other payment on account of the redemption,
         liquidation or other acquisition of Common Securities, shall be made
         unless payment in full in cash of all accumulated and unpaid
         Distributions (including Additional Amounts, if applicable) on all
         Outstanding Preferred 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 Preferred Securities then called for redemption, shall
         have been made or provided for, and all funds immediately available to
         the Property Trustee shall first be applied to the payment in full in
         cash of all Distributions (including Additional Amounts, if
         applicable) on, or the Redemption Price of, Preferred Securities then
         due and payable. The existence of an Event of Default does not entitle
         the Holders of Preferred Securities to accelerate the maturity
         thereof.

                  (b) In the case of the occurrence of any Event of Default
         resulting from a Debenture Event of Default, the Holder of Common
         Securities will be deemed to have waived any right to act with respect
         to any such Event of Default under this Trust Agreement until the
         effect of all such Events of Default with respect to the Preferred
         Securities shall have been cured, waived or otherwise eliminated.
         Until any such Event of Default under this Trust Agreement with
         respect to the Preferred Securities shall have been so cured, waived
         or otherwise eliminated, the Property Trustee shall act solely on
         behalf of the Holders of the Preferred Securities and not the Holder
         of the Common Securities, and only the Holders of the Preferred
         Securities will have the right to direct the Property Trustee to act
         on their behalf.

         4.04 PAYMENT PROCEDURES. Payments of Distributions (including
Additional Amounts, if applicable) in respect of the Preferred Securities shall
be made by check mailed to the address of the Person entitled thereto as such
address shall appear on the Securities Register or, if the Preferred Securities
are held by a Clearing Agency, such Distributions shall be made to the Clearing
Agency in immediately available funds, which shall credit the relevant Persons'
accounts at such Clearing Agency on the applicable Distribution Dates. Payments
in respect of the Common Securities shall be made in such manner as shall be
mutually agreed between the Property Trustee and the Holder of the Common
Securities.

         4.05 TAX RETURNS AND REPORTS. The Administrative Trustees shall
prepare (or cause to be prepared), at the Depositor's expense, and file all
United States federal, state and local tax and information returns and reports
required to be filed by or in respect of the Trust. In this regard, the
Administrative Trustees shall (a) prepare and file (or cause to be prepared and
filed) the appropriate Internal Revenue Service Form required to be filed in
respect of the Trust in each taxable year of the Trust and (b) prepare and
furnish (or cause to be prepared and furnished) to each Securityholder the
appropriate Internal Revenue Service form required to be furnished to such
Securityholder or the information required to be provided on such form. The
Administrative Trustees shall provide the Depositor with a copy of all such
returns and reports promptly after such filing or furnishing. The Property
Trustee shall comply with United States federal withholding and backup
withholding tax laws and information reporting requirements with respect to any
payments to Securityholders under the Trust Securities.


                                      19
<PAGE>   24

         4.06 PAYMENT OF TAXES, DUTIES, ETC. OF THE TRUST. Upon receipt under
the Junior Subordinated Debentures of Additional Sums, the Property Trustee, at
the direction of an Administrative Trustee or the Depositor, shall promptly pay
any taxes, duties or governmental charges of whatsoever nature (other than
withholding taxes) imposed on the Trust by the United States or any other
taxing authority.

         4.07 PAYMENTS UNDER INDENTURE. Any amount payable hereunder to any
Holder of Preferred Securities shall be reduced by the amount of any
corresponding payment such Holder has directly received under the Indenture
pursuant to Section 5.14(b) or (c) hereof.


                                   ARTICLE V
                         TRUST SECURITIES CERTIFICATES

         5.01 INITIAL OWNERSHIP. Upon the creation of the Trust and the
contribution by the Depositor pursuant to Section 2.03 and until the issuance
of the Trust Securities, and at any time during which no Trust Securities are
outstanding, the Depositor shall be the sole beneficial owner of the Trust.

         5.02 THE TRUST SECURITIES CERTIFICATES. The Preferred Securities
Certificates shall be issued in minimum denominations of $8.00 Liquidation
Amount and integral multiples of $8.00 in excess thereof, and the Common
Securities Certificates shall be issued in denominations of $8.00 Liquidation
Amount and integral multiples of $8.00 in excess thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual signature of at
least one Administrative Trustee. Trust Securities Certificates bearing the
manual signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trust, shall be
validly issued and entitled to the benefits of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the delivery of such Trust Securities Certificates or did
not hold such offices at the date of delivery of such Trust Securities
Certificates. A transferee of a Trust Securities Certificate shall become a
Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.04,
5.11 and 5.13.

         5.03 EXECUTION AND DELIVERY OF TRUST SECURITIES CERTIFICATES. On the
Closing Date, the Administrative Trustees shall cause Trust Securities
Certificates, in an aggregate Liquidation Amount as provided in Sections 2.04
and 2.05, to be executed on behalf of the Trust by at least one of the
Administrative Trustees and delivered, without further corporate action by the
Depositor, in authorized denominations.

         5.04 REGISTRATION OF TRANSFER AND EXCHANGE OF PREFERRED SECURITIES
CERTIFICATES. The Property Trustee shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 5.08, a register or registers
for the purpose of registering Trust Securities Certificates and transfers and
exchanges of Preferred Securities Certificates (herein referred to as the
"Securities Register") in which the registrar designated by the Property
Trustee (the "Securities Registrar"), subject to such reasonable regulations as
it may prescribe, shall provide for


                                      20
<PAGE>   25

the registration of Preferred Securities Certificates and Common Securities
Certificates (subject to Section 5.10 in the case of the Common Securities
Certificates) and registration of transfers and exchanges of Preferred
Securities Certificates as herein provided. The Property Trustee shall be the
initial Securities Registrar.

         Upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section
5.08, the Administrative Trustees or any one of them shall execute and deliver,
in the name of the designated transferee or transferees, one or more new
Preferred Securities Certificates in authorized denominations of a like
aggregate Liquidation Amount dated the date of execution by such Administrative
Trustee or Trustees. The Securities Registrar shall not be required to register
the transfer of any Preferred Securities that have been called for redemption.
At the option of a Holder, Preferred Securities Certificates may be exchanged
for other Preferred Securities Certificates in authorized denominations of the
same class and of a like aggregate Liquidation Amount upon surrender of the
Preferred Securities Certificates to be exchanged at the office or agency
maintained pursuant to Section 5.08.

         Every Preferred Securities Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Property Trustee and the
Securities Registrar duly executed by the Holder or such Holder's attorney duly
authorized in writing. Each Preferred Securities Certificate surrendered for
registration of transfer or exchange shall be canceled and subsequently
disposed of by the Property Trustee in accordance with its customary practice.
The Trust shall not be required to (i) issue, register the transfer of, or
exchange any Preferred Securities during a period beginning at the opening of
business 15 calendar days before the date of mailing of a notice of redemption
of any Preferred Securities called for redemption and ending at the close of
business on the day of such mailing or (ii) register the transfer of or
exchange any Preferred Securities so selected for redemption, in whole or in
part, except the unredeemed portion of any such Preferred Securities being
redeemed in part.

         No service charge shall be made for any registration of transfer or
exchange of Preferred Securities Certificates, but the Securities Registrar may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any transfer or exchange of Preferred
Securities Certificates.

         5.05 MUTILATED, DESTROYED, LOST OR STOLEN TRUST SECURITIES
CERTIFICATES. If (a) any mutilated Trust Securities Certificate shall be
surrendered to the Securities Registrar, or if the Securities Registrar shall
receive evidence to its satisfaction of the destruction, loss or theft of any
Trust Securities Certificate and (b) there shall be delivered to the Securities
Registrar and the Administrative Trustees such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Trust Securities Certificate shall have been acquired by a bona fide
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust shall execute and make available for delivery, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Trust Securities Certificate,
a new Trust Securities Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Securities Certificate under this
Section, the Administrative Trustees or the Securities Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge


                                      21
<PAGE>   26

that may be imposed in connection therewith. Any duplicate Trust Securities
Certificate issued pursuant to this Section shall constitute conclusive
evidence of an undivided beneficial interest in the assets of the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Trust
Securities Certificate shall be found at any time.

         5.06 PERSONS DEEMED SECURITYHOLDERS. The Trustees, the Paying Agent
and the Securities Registrar shall treat the Person in whose name any Trust
Securities Certificate shall be registered in the Securities Register as the
owner of such Trust Securities Certificate for the purpose of receiving
Distributions and for all other purposes whatsoever, and neither the Trustees
nor the Securities Registrar shall be bound by any notice to the contrary.

         5.07 ACCESS TO LIST OF SECURITYHOLDERS' NAMES AND ADDRESSES. At any
time when the Property Trustee is not also acting as the Securities Registrar,
the Administrative Trustees or the Depositor shall furnish or cause to be
furnished to the Property Trustee (a) semi-annually on or before January 15 and
July 15 in each year, a list, in such form as the Property Trustee may
reasonably require, of the names and addresses of the Securityholders as of the
most recent regular record date (as provided in Section 4.01(d)) and (b)
promptly after receipt by any Administrative Trustee or the Depositor of a
request therefor from the Property Trustee, such other information as the
Property Trustee may reasonably require in order to enable the Property Trustee
to discharge its obligations under this Trust Agreement, in each case to the
extent such information is in the possession or control of the Administrative
Trustees or the Depositor and is not identical to a previously supplied list or
has not otherwise been received by the Property Trustee in its capacity as
Securities Registrar. The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Trust Agreement or
under the Trust Securities, and the corresponding rights of the Trustee shall
be as provided in the Trust Indenture Act. Each Holder, by receiving and
holding a Trust Securities Certificate, and each Owner shall be deemed to have
agreed not to hold the Depositor, the Property Trustee or the Administrative
Trustees accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

         5.08 MAINTENANCE OF OFFICE OR AGENCY. The Administrative Trustees
shall maintain an office or offices or agency or agencies where Preferred
Securities Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Trustees in respect of
the Trust Securities Certificates may be served. The Administrative Trustees
initially designate the principal corporate trust office of the Property
Trustee, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration, as the principal corporate trust office for
such purposes. The Administrative Trustees shall give prompt written notice to
the Depositor and to the Securityholders of any change in the location of the
Securities Register or any such office or agency.

         5.09 APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
Distributions to Securityholders from the Payment Account and shall report the
amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds
from the Payment Account for the purpose of making the Distributions referred
to above. The Administrative Trustees may revoke such power and remove


                                      22
<PAGE>   27

the Paying Agent if such Trustees determine in their sole discretion that the
Paying Agent shall have failed to perform its obligations under this Trust
Agreement in any material respect. The Paying Agent shall initially be the
Property Trustee, and any co-paying agent chosen by the Property Trustee, and
acceptable to the Administrative Trustees and the Depositor. Any Person acting
as Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Administrative Trustees, the Property Trustee and the
Depositor. In the event that the Property Trustee shall no longer be the Paying
Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Administrative Trustees shall appoint a successor that is
acceptable to the Property Trustee and the Depositor to act as Paying Agent
(which shall be a bank or trust company). The Administrative Trustees shall
cause such successor Paying Agent or any additional Paying Agent appointed by
the Administrative Trustees to execute and deliver to the Trustees an
instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment
to the Securityholders in trust for the benefit of the Securityholders entitled
thereto until such sums shall be paid to such Securityholders. The Paying Agent
shall return all unclaimed funds to the Property Trustee and upon removal of a
Paying Agent such Paying Agent shall also return all funds in its possession to
the Property Trustee. The provisions of Sections 8.01, 8.03 and 8.06 shall
apply to the Property Trustee also in its role as Paying Agent, for so long as
the Property Trustee shall act as Paying Agent and, to the extent applicable,
to any other Paying Agent appointed hereunder. Any reference in this Agreement
to the Paying Agent shall include any co-paying agent unless the context
requires otherwise.

         5.10 OWNERSHIP OF COMMON SECURITIES BY DEPOSITOR. On the Closing Date,
the Depositor shall acquire and retain beneficial and record ownership of the
Common Securities. To the fullest extent permitted by law, any attempted
transfer of the Common Securities (other than a transfer in connection with a
merger or consolidation of the Depositor into another corporation pursuant to
Section 12.01 of the Indenture) shall be void. The Administrative Trustees
shall cause each Common Securities Certificate issued to the Depositor to
contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE".

         5.11 BOOK-ENTRY PREFERRED SECURITIES CERTIFICATES; COMMON SECURITIES
CERTIFICATE.

                  (a) The Preferred Securities Certificates, upon original
         issuance, will be issued in the form of a typewritten Preferred
         Securities Certificate or Certificates representing Book-Entry
         Preferred Securities Certificates, to be delivered to or held on
         behalf of The Depository Trust Company, the initial Clearing Agency,
         by, or on behalf of, the Trust. Such Book-Entry Preferred Securities
         Certificate or Certificates shall initially be registered on the
         Securities Register in the name of Cede & Co., the nominee of the
         initial Clearing Agency, and no beneficial owner will receive a
         Definitive Preferred Securities Certificate representing such
         beneficial owner's interest in such Preferred Securities, except as
         provided in Section 5.13. Unless and until Definitive Preferred
         Securities Certificates have been issued to beneficial owners pursuant
         to Section 5.13:

                           (i) the provisions of this Section 5.11(a) shall be
                  in full force and effect;


                                      23
<PAGE>   28

                           (ii) the Securities Registrar, the Paying Agent and
                  the Trustees shall be entitled to deal with the Clearing
                  Agency for all purposes of this Trust Agreement relating to
                  the Book-Entry Preferred Securities Certificates (including
                  the payment of the Liquidation Amount of and Distributions on
                  the Book-Entry Preferred Securities) as the sole Holder of
                  Book-Entry Preferred Securities and shall have no obligations
                  to the Owners thereof;

                           (iii) to the extent that the provisions of this
                  Section 5.11 conflict with any other provisions of this Trust
                  Agreement, the provisions of this Section 5.11 shall control;
                  and

                           (iv) the rights of the Owners of the Book-Entry
                  Preferred Securities Certificates shall be exercised only
                  through the Clearing Agency and shall be limited to those
                  established by law and agreements between such Owners and the
                  Clearing Agency and/or the Clearing Agency Participants.
                  Pursuant to the Certificate Depository Agreement, unless and
                  until Definitive Preferred Securities Certificates are issued
                  pursuant to Section 5.13, the initial Clearing Agency will
                  make book-entry transfers among the Clearing Agency
                  Participants and will receive and transmit payments on the
                  Preferred Securities to such Clearing Agency Participants.
                  Any Clearing Agency designated pursuant hereto will not be
                  deemed an agent of the Trustees for any purpose.

                  (b) A single Common Securities Certificate representing the
         Common Securities shall be issued to the Depositor in the form of a
         definitive Common Securities Certificate.

         5.12 NOTICES TO CLEARING AGENCY. To the extent that a notice or other
communication to the Owners is required under this Trust Agreement, unless and
until Definitive Preferred Securities Certificates shall have been issued to
Owners pursuant to Section 5.13, the Trustees shall give all such notices and
communications specified herein to be given to Owners to the Clearing Agency,
and shall have no obligations to the Owners.

         5.13 DEFINITIVE PREFERRED SECURITIES CERTIFICATES. If (a) the
Depositor advises the Trustees in writing that the Clearing Agency is no longer
willing or able to discharge properly its responsibilities with respect to the
Preferred Securities Certificates, and the Depositor is unable to locate a
qualified successor, (b) the Depositor at its option advises the Trustees in
writing that it elects to terminate the book-entry system through the Clearing
Agency, or (c) after the occurrence of a Debenture Event of Default, Owners of
Preferred Securities Certificates representing beneficial interests aggregating
at least a majority of the Liquidation Amount advise the Property Trustee in
writing that the continuation of a book-entry system through the Clearing
Agency is no longer in the best interests of the Owners of Preferred Securities
Certificates, then the Property Trustee shall notify the Clearing Agency, and
the Clearing Agency shall notify all Owners of Preferred Securities
Certificates, of the occurrence of any such event and of the availability of
the Definitive Preferred Securities Certificates to Owners of such class or
classes, as applicable, requesting the same. Upon surrender to the Property
Trustee of the typewritten Preferred Securities Certificate or Certificates
representing the Book-Entry Preferred


                                      24
<PAGE>   29

Securities Certificates by the Clearing Agency, accompanied by registration
instructions, the Administrative Trustees, or any one of them, shall execute
the Definitive Preferred Securities Certificates in accordance with the
instructions of the Clearing Agency. Neither the Securities Registrar nor the
Trustees shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Preferred Securities Certificates, the Trustees
shall recognize the Holders of the Definitive Preferred Securities Certificates
as Securityholders. The Definitive Preferred Securities Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by the
execution thereof by the Administrative Trustees or any one of them.

         5.14 RIGHTS OF SECURITYHOLDERS.

                  (a) The legal title to the Trust Property is vested
         exclusively in the Property Trustee (in its capacity as such) in
         accordance with Section 2.09, and the Securityholders shall not have
         any right or title therein other than the undivided beneficial
         interest in the assets of the Trust conferred by their Trust
         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 Trust Securities shall be personal property
         giving only the rights specifically set forth therein and in this
         Trust Agreement. The Trust Securities shall have no preemptive or
         similar rights. When issued and delivered to Holders of the Preferred
         Securities against payment of the purchase price therefor, the
         Preferred Securities will be fully paid and nonassessable interests in
         the Trust. The Holders of the Preferred Securities, in their
         capacities as such, 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.

                  (b) For so long as any Preferred Securities remain
         Outstanding, if, upon a Debenture Event of Default, the Debenture
         Trustee fails or the holders of not less than 25% in principal amount
         of the outstanding Junior Subordinated Debentures fail to declare the
         principal of all of the Junior Subordinated Debentures to be
         immediately due and payable, the Holders of at least 25% in
         Liquidation Amount of the Preferred Securities then Outstanding shall
         have the right to make such declaration by a notice in writing to the
         Depositor and the Debenture Trustee; and upon any such declaration
         such principal amount of and the accrued interest on all of the Junior
         Subordinated Debentures shall become immediately due and payable,
         provided that the payment of principal and interest on such Junior
         Subordinated Debentures shall remain subordinated to the extent
         provided in the Indenture. If, as a result of a Debenture Event of
         Default, the Debenture Trustee or the holders of not less than 25% in
         aggregate outstanding principal amount of the Junior Subordinated
         Debentures have declared the Junior Subordinated Debentures due and
         payable and if such default has been cured and a sum sufficient to pay
         all matured installments due (otherwise than by acceleration) under
         the Junior Subordinated Debentures has been deposited with the
         Debenture Trustee, then (if the holders of not less than a majority in
         aggregate outstanding principal amount of Junior Subordinated
         Debentures have not annulled


                                      25
<PAGE>   30

         such declaration and waived such default) the Holders of a majority in
         aggregate Liquidation Amount of the Preferred Securities may annul
         such declaration and waive such default.

                  (c) For so long as any Preferred Securities remain
         outstanding, upon a Debenture Event of Default arising from the
         failure to pay interest or principal on the Junior Subordinated
         Debentures, the Holders of any Preferred Securities then Outstanding
         shall, to the fullest extent permitted by law, have the right to
         institute directly proceedings for enforcement of payment to such
         Holders of principal of or interest on the Junior Subordinated
         Debentures having a principal amount equal to the Liquidation Amount
         of the Preferred Securities of such Holders.

                                   ARTICLE VI
                   ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

         6.01 LIMITATIONS ON VOTING RIGHTS.

                  (a) Except as provided in this Section, in Sections 5.14,
         8.10 and 10.02 and in the Indenture and as otherwise required by law,
         no Holder of Preferred Securities shall have any right to vote or in
         any manner otherwise control the administration, operation and
         management of the Trust or the obligations of the parties hereto, nor
         shall anything herein set forth, or contained in the terms of the
         Trust Securities Certificates, be construed so as to constitute the
         Securityholders from time to time as partners or members of an
         association.

                  (b) So long as any Junior Subordinated Debentures are held by
         the Property Trustee, the Trustees shall not (i) direct the time,
         method and place of conducting any proceeding for any remedy available
         to the Debenture Trustee, or executing any trust or power conferred on
         the Debenture Trustee with respect to such Junior Subordinated
         Debentures, (ii) waive any past default which is waivable under
         Article Seven of the Indenture, (iii) exercise any right to rescind or
         annul a declaration that the principal of all the Junior Subordinated
         Debentures shall be due and payable or (iv) consent to any amendment,
         modification or termination of the Indenture or the Junior
         Subordinated Debentures, where such consent shall be required,
         without, in each case, obtaining the prior approval of the Holders of
         at least a majority in Liquidation Amount of all Outstanding Preferred
         Securities; provided, however, that where a consent under the
         Indenture would require the consent of each holder of outstanding
         Junior Subordinated Debentures affected thereby, no such consent shall
         be given by the Property Trustee without the prior written consent of
         each Holder of Preferred Securities. The Trustees shall not revoke any
         action previously authorized or approved by a vote of the Holders of
         the Outstanding Preferred Securities, except by a subsequent vote of
         the Holders of the Outstanding Preferred Securities. The Property
         Trustee shall notify each Holder of the Outstanding Preferred
         Securities of any notice of default received from the Debenture
         Trustee with respect to the Junior Subordinated Debentures. In
         addition to obtaining the foregoing approvals of the Holders of the
         Preferred Securities, prior to taking any of the foregoing actions,
         the Trustees shall, at the expense of the Depositor, obtain an Opinion
         of Counsel experienced in such matters to the effect that the


                                      26
<PAGE>   31

         Trust will continue to be classified as a grantor trust and not as an
         association taxable as a corporation for United States federal income
         tax purposes on account of such action.

                  (c) If any proposed amendment to the Trust Agreement provides
         for, or the Trustees otherwise propose to effect, (i) any action that
         would adversely affect in any material respect the powers, preferences
         or special rights of the Preferred Securities, whether by way of
         amendment to the Trust Agreement or otherwise, or (ii) the
         dissolution, winding-up or termination of the Trust, other than
         pursuant to the terms of this Trust Agreement, then the Holders of
         Outstanding Preferred Securities as a 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 Outstanding Preferred
         Securities. No amendment to this Trust Agreement may be made if, as a
         result of such amendment, the Trust would cease to be classified as a
         grantor trust or would be classified as an association taxable as a
         corporation for United States federal income tax purposes.

         6.02 NOTICE OF MEETINGS. Notice of all meetings of the Holders of
Preferred Securities, stating the time, place and purpose of the meeting, shall
be given by the Property Trustee pursuant to Section 10.08 to each Holder of
Preferred Securities of record, at such Securityholder's registered address, at
least 15 days and not more than 90 days before the meeting. At any such
meeting, any business properly before the meeting may be so considered whether
or not stated in the notice of the meeting. Any adjourned meeting may be held
as adjourned without further notice.

         6.03 MEETINGS OF HOLDERS OF PREFERRED SECURITIES. No annual meeting of
Securityholders is required to be held. The Administrative Trustees, however,
shall call a meeting of Securityholders to vote on any matter upon the written
request of the Holders of 25% of the Outstanding Preferred Securities (based
upon their aggregate Liquidation Amount) and the Administrative Trustees or the
Property Trustee may, at any time in their discretion, call a meeting of
Holders of the Preferred Securities to vote on any matters as to which the
Holders of the Preferred Securities are entitled to vote. Holders of record of
50% of the Outstanding Preferred Securities (based upon their aggregate
Liquidation Amount), present in person or by proxy, shall constitute a quorum
at any meeting of such Securityholders. If a quorum is present at a meeting, an
affirmative vote by the Holders of record present, in person or by proxy,
holding more than a majority of the Preferred Securities (based upon their
aggregate Liquidation Amount) held by the Holders of Preferred Securities of
record present, either in person or by proxy, at such meeting shall constitute
the action of the Holders of the Preferred Securities, unless this Trust
Agreement requires a greater number of affirmative votes.

         6.04 VOTING RIGHTS. Securityholders shall be entitled to one vote for
each $8.00 of Liquidation Amount represented by their Trust Securities in
respect of any matter as to which such Securityholders are entitled to vote.

         6.05 PROXIES, ETC. At any meeting of Securityholders, any
Securityholder entitled to vote thereat may vote by proxy, provided that no
proxy shall be voted at any meeting unless it shall have been placed on file
with the Administrative Trustees, or with such other officer or agent of the


                                      27
<PAGE>   32

Trust as the Administrative Trustees may direct, for verification
prior to the time at which such vote shall be taken. When Trust Securities are
held jointly by several persons, any one of them may vote at any meeting in
person or by proxy in respect of such Trust Securities, but if more than one of
them shall be present at such meeting in person or by proxy, and such joint
owners or their proxies so present disagree as to any vote to be cast, such
vote shall not be received in respect of such Trust Securities. A proxy
purporting to be executed by or on behalf of a Securityholder shall be deemed
valid unless challenged at or prior to its exercise, and, the burden of proving
invalidity shall rest on the challenger. No proxy shall be valid more than
three years after its date of execution.

         6.06 SECURITYHOLDER ACTION BY WRITTEN CONSENT. Any action which may be
taken by Securityholders at a meeting may be taken without a meeting if
Securityholders holding more than a majority of all Outstanding Trust
Securities (based upon their aggregate Liquidation Amount) entitled to vote in
respect of such action (or such larger proportion thereof as shall be required
by any express provision of this Trust Agreement) shall consent to the action
in writing (based upon their aggregate Liquidation Amount).

         6.07 RECORD DATE FOR VOTING AND OTHER PURPOSES. For the purposes of
determining the Securityholders who are entitled to notice of and to vote at
any meeting or by written consent, or to participate in any distribution on the
Trust Securities in respect of which a record date is not otherwise provided
for in this Trust Agreement, or for the purpose of any other action, the
Administrative Trustees may from time to time fix a date, not more than 90 days
prior to the date of any meeting of Securityholders or the payment of any
distribution or other action, as the case may be, as a record date for the
determination of the identity of the Securityholders of record for such
purposes.

         6.08 ACTS OF SECURITYHOLDERS. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by
this Trust Agreement to be given, made or taken by Securityholders or Owners
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Securityholders or Owners in person or by an agent
duly appointed in writing; and, except as otherwise expressly provided herein,
such action shall become effective when such instrument or instruments are
delivered to an Administrative Trustee. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Securityholders or Owners signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Trust
Agreement and (subject to Section 8.01) conclusive in favor of the Trustees, if
made in the manner provided in this Section.

         The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him or her the execution thereof.
Where such execution is by a signer acting in a capacity other than such
signer's individual capacity, such certificate or affidavit shall also
constitute sufficient proof of such signer's authority. The fact and date of
the execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner which any Trustee
receiving the same deems sufficient. The


                                      28
<PAGE>   33

ownership of Preferred Securities shall be proved by the Securities Register.
Any request, demand, authorization, direction, notice, consent, waiver or other
Act of the Securityholder of any Trust Security shall bind every future
Securityholder of the same Trust Security and the Securityholder of every Trust
Security issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustees or the Trust in reliance thereon, whether or not
notation of such action is made upon such Trust Security. Without limiting the
foregoing, a Securityholder entitled hereunder to take any action hereunder
with regard to any particular Trust Security may do so with regard to all or
any part of the Liquidation Amount of such Trust Security or by one or more
duly appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such Liquidation Amount. A Holder of Preferred
Securities may institute a legal proceeding directly against the Depositor
under the Guarantee to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee (as defined in the
Guarantee), the Trust or any Person.

         6.09 INSPECTION OF RECORDS. Upon reasonable notice to the
Administrative Trustees and the Property Trustee, the records of the Trust
shall be open to inspection by Securityholders during normal business hours for
any purpose reasonably related to such Securityholder's interest as a
Securityholder.


                                  ARTICLE VII
                         REPRESENTATIONS AND WARRANTIES

         7.01 REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE
PROPERTY TRUSTEE. The Trust Company, in its separate corporate capacity and as
Property Trustee, as of the date hereof, and each successor Property Trustee at
the time of the successor Property Trustee's acceptance of its appointment as
Property Trustee hereunder (the term "Trust Company" being used hereafter in
this Article VII to refer to such successor Property Trustee in its separate
corporate capacity and as Property Trustee), hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

                  (a) the Trust Company is a Delaware banking corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Delaware;

                  (b) the Trust Company has full corporate power, authority and
         legal right to execute, deliver and perform its obligations under this
         Trust Agreement and has taken all necessary action to authorize the
         execution, delivery and performance by it of this Trust Agreement;

                  (c) this Trust Agreement has been duly authorized, executed
         and delivered by the Trust Company and constitutes the valid and
         legally binding agreement of the Trust Company enforceable against it
         in accordance with its terms, subject to bankruptcy, insolvency,
         fraudulent transfer, reorganization, moratorium and similar laws of
         general applicability relating to or affecting creditors' rights and
         to general equity principles;


                                      29
<PAGE>   34

                  (d) the execution, delivery and performance by the Trust
         Company of this Trust Agreement has been duly authorized by all
         necessary corporate or other action on the part of the Trust Company
         and does not require any approval of the stockholders of the Trust
         Company and such execution, delivery and performance will not (i)
         violate the Trust Company's charter or by-laws, (ii) violate any
         provision of, or constitute, with or without notice or lapse of time,
         a default under, or result in the creation or imposition of, any Lien
         on any properties included in the Trust Property pursuant to the
         provisions of, any indenture, mortgage, credit agreement, license or
         other agreement or instrument to which the Trust Company is a party or
         by which it is bound, or (iii) violate any law, governmental rule or
         regulation of the United States or the State of Delaware as the case
         may be, governing the banking or trust powers of the Trust Company, or
         any order, judgment or decree applicable to the Trust Company;

                  (e) neither the authorization, execution or delivery by the
         Trust Company of this Trust Agreement nor the consummation of any of
         the transactions by the Trust Company contemplated herein or therein
         requires the consent or approval of, the giving of notice to, the
         registration with or the taking of any other action with respect to,
         any governmental authority or agency under any existing law of the
         United States or the State of Delaware governing the banking or trust
         powers of the Trust Company; and

                  (f) there are no proceedings pending or, to the best of the
         Trust Company's knowledge, threatened against or affecting the Trust
         Company in any court or before any governmental authority, agency or
         arbitration board or tribunal which, individually or in the aggregate,
         would materially and adversely affect the Trust or would question the
         right, power and authority of the Trust Company to enter into or
         perform its obligations as one of the Trustees under this Trust
         Agreement.

         7.02 REPRESENTATIONS AND WARRANTIES OF THE TRUST COMPANY AND THE
DELAWARE TRUSTEE. The Trust Company in its corporate capacity and as Delaware
Trustee, as of the date hereof, and each successor Delaware Trustee at the time
of the successor Delaware Trustee's acceptance of its appointment as Delaware
Trustee hereunder (the term "Trust Company" being used hereafter in this
Article VIII to refer to such successor Delaware Trustee in its separate
corporate capacity and as Delaware Trustee), hereby represents and warrants (as
applicable) for the benefit of the Depositor and the Securityholders that:

                  (a) the Trust Company is a Delaware banking corporation duly
         organized, validly existing and in good standing under the laws of the
         State of Delaware;

                  (b) the Trust Company has full corporate power, authority and
         legal right to execute, deliver and perform its obligations under this
         Trust Agreement and has taken all necessary action to authorize the
         execution, delivery and performance by it of this Trust Agreement;

                  (c) this Trust Agreement has been duly authorized, executed
         and delivered by the Trust Company and constitutes the valid and
         legally binding agreement of the Trust


                                      30
<PAGE>   35

         Company enforceable against it in accordance with its terms, subject
         to bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles;

                  (d) the execution, delivery and performance by the Trust
         Company of this Trust Agreement has been duly authorized by all
         necessary corporate or other action on the part of the Trust Company
         and does not require any approval of the stockholders of the Trust
         Company and such execution, delivery and performance will not (i)
         violate the Trust Company's charter or by-laws, (ii) violate any
         provision of, or constitute, with or without notice or lapse of time,
         a default under, or result in the creation or imposition of, any Lien
         on any properties included in the Trust Property pursuant to the
         provisions of, any indenture, mortgage, credit agreement, license or
         other agreement or instrument to which the Trust Company is a party or
         by which it is bound, or (iii) violate any law, governmental rule or
         regulation of the United States or the State of Delaware, as the case
         may be, governing the banking or trust powers of the Trust Company, or
         any order, judgment or decree applicable to the Trust Company;

                  (e) neither the authorization, execution or delivery by the
         Trust Company of this Trust Agreement nor the consummation of any of
         the transactions by the Trust Company contemplated herein or therein
         requires the consent or approval of, the giving of notice to, the
         registration with or the taking of any other action with respect to,
         any governmental authority or agency under any existing law of the
         State of Delaware governing the banking or trust powers of the Trust
         Company; and

                  (f) there are no proceedings pending or, to the best of the
         Trust Company's knowledge, threatened against or affecting the Trust
         Company in any court or before any governmental authority, agency or
         arbitration board or tribunal which, individually or in the aggregate,
         would materially and adversely affect the Trust or would question the
         right, power and authority of the Trust Company to enter into or
         perform its obligations as one of the Trustees under this Trust
         Agreement.

         7.03 REPRESENTATION AND WARRANTIES OF DEPOSITOR. The Depositor hereby
represents and warrants for the benefit of the Securityholders that:

                  (a) the Trust Securities Certificates issued on the Closing
         Date on behalf of the Trust have been duly authorized and will have
         been duly and validly executed, issued and delivered by the
         Administrative Trustees pursuant to the terms and provisions of, and
         in accordance with the requirements of, this Trust Agreement and the
         Securityholders will be, as of such date, entitled to the benefits of
         this Trust Agreement; and

                  (b) there are no taxes, fees or other governmental charges
         payable by the Trust (or the Trustees on behalf of the Trust) under
         the laws of the State of Delaware or any political subdivision thereof
         in connection with the execution, delivery and performance by the
         Trust Company, the Property Trustee, the Trust Company or the Delaware
         Trustee, as the case may be, of this Trust Agreement.


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<PAGE>   36

                                  ARTICLE VIII
                                  THE TRUSTEES

         8.01 CERTAIN DUTIES AND RESPONSIBILITIES.

                  (a) The duties and responsibilities of the Trustees shall be
         as provided by this Trust Agreement and, in the case of the Property
         Trustee, by the Trust Indenture Act. Notwithstanding the foregoing, no
         provision of this Trust Agreement shall require the 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, if they shall have reasonable
         grounds for believing that repayment of such funds or adequate
         indemnity against such risk or liability is not reasonably assured to
         it. No Administrative Trustee nor the Delaware Trustee shall be liable
         for such Trustee's acts or omissions hereunder except as a result of
         such Trustee's own gross negligence or willful misconduct. The
         Property Trustee's liability shall be determined under the Trust
         Indenture Act. Whether or not therein expressly so provided, every
         provision of this Trust Agreement relating to the conduct or affecting
         the liability of or affording protection to the Trustees shall be
         subject to the provisions of this Section. To the extent that, at law
         or in equity, the Delaware Trustee or an Administrative Trustee has
         duties (including fiduciary duties) and liabilities relating thereto
         to the Trust or to the Securityholders, the Delaware Trustee or such
         Administrative Trustee shall not be liable to the Trust or to any
         Securityholder for such Trustee's good faith reliance on the
         provisions of this Trust Agreement. The provisions of this Trust
         Agreement, to the extent that they restrict the duties and liabilities
         of the Delaware Trustee or the Administrative Trustees otherwise
         existing at law or in equity, are agreed by the Depositor and the
         Securityholders to replace such other duties and liabilities of the
         Delaware Trustee and the Administrative Trustees.

                  (b) All payments made by the Property Trustee or a Paying
         Agent in respect of the Trust 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 Property Trustee or a Paying Agent to make
         payments in accordance with the terms hereof. Each Securityholder, by
         such Securityholder's acceptance of a Trust Security, agrees that such
         Securityholder will look solely to the revenue and proceeds from the
         Trust Property to the extent legally available for distribution to
         such Securityholder as herein provided and that the Trustees are not
         personally liable to such Securityholder for any amount distributable
         in respect of any Trust Security or for any other liability in respect
         of any Trust Security. This Section 8.01(b) does not limit the
         liability of the Trustees expressly set forth elsewhere in this Trust
         Agreement or, in the case of the Property Trustee, in the Trust
         Indenture Act.

                  (c) No provision of this Trust Agreement shall be construed
         to relieve the Property Trustee from liability for its own negligent
         action, its own negligent failure to act, or its own willful
         misconduct, except that:


                                      32
<PAGE>   37

                           (i) the Property Trustee shall not be liable for any
                  error of judgment made in good faith by an authorized officer
                  of the Property Trustee, unless it shall be proved that the
                  Property Trustee was negligent in ascertaining the pertinent
                  facts;

                           (ii) the Property 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 Trust
                  Securities relating to the time, method and place of
                  conducting any proceeding for any remedy available to the
                  Property Trustee, or exercising any trust or power conferred
                  upon the Property Trustee under this Trust Agreement;

                           (iii) the Property Trustee's sole duty with respect
                  to the custody, safe keeping and physical preservation of the
                  Junior Subordinated Debentures and the Payment Account shall
                  be to deal with such Property in a similar manner as the
                  Property Trustee deals with similar property for its own
                  account, subject to the protections and limitations on
                  liability afforded to the Property Trustee under this Trust
                  Agreement and the Trust Indenture Act;

                           (iv) the Property Trustee shall not be liable for
                  any interest on any money received by it except as it may
                  otherwise agree with the Depositor and money held by the
                  Property Trustee need not be segregated from other funds held
                  by it except in relation to the Payment Account maintained by
                  the Property Trustee pursuant to Section 3.01 and except to
                  the extent otherwise required by law; and

                           (v) the Property Trustee shall not be responsible
                  for monitoring the compliance by the Administrative Trustees
                  or the Depositor with their respective duties under this
                  Trust Agreement, nor shall the Property Trustee be liable for
                  the negligence, default or misconduct of the Administrative
                  Trustees or the Depositor.

         8.02 CERTAIN NOTICES.

                  (a) Within five Business Days after the Property Trustee
         learns of occurrence of any Event of Default, the Property Trustee
         shall transmit, in the manner and to the extent provided in Section
         10.08, notice of such Event of Default to the Securityholders, the
         Administrative Trustees and the Depositor, unless such Event of
         Default shall have been cured or waived prior to the sending of such
         notice. For purposes of this Section the term "Event of Default" means
         any event that is, or after notice or lapse of time or both would
         become, an Event of Default.

                  (b) The Administrative Trustees shall transmit, to the
         Securityholders in the manner and to the extent provided in Section
         10.08, notice of the Depositor's election to begin or further extend
         an Extension Period on the Junior Subordinated Debentures (unless such
         election shall have been revoked) within the time specified for
         transmitting such notice to the holders of the Junior Subordinated
         Debentures pursuant to the Indenture as originally executed.


                                      33
<PAGE>   38

                  (c) In the event the Depositor elects to accelerate the
         Maturity Date in accordance with Section 2.02 of the Indenture, the
         Property Trustee shall give notice to each Holder of Trust Securities
         of the acceleration of the Maturity Date and the Accelerated Maturity
         Date not later than five Business Days after the Property Trustee
         receives the notice provided in Section 2.02(c) of the Indenture.

         8.03 CERTAIN RIGHTS OF PROPERTY TRUSTEE. Subject to the provisions of
Section 8.01:

                  (a) the Property Trustee may rely and shall 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, 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 or presented by the proper party or parties;

                  (b) if (i) in performing its duties under this Trust
         Agreement the Property Trustee is required to decide between
         alternative courses of action or (ii) in construing any of the
         provisions of this Trust Agreement the Property Trustee finds the same
         ambiguous or inconsistent with other provisions contained herein or
         (iii) the Property Trustee is unsure of the application of any
         provision of this Trust Agreement, then, except as to any matter as to
         which the Holders of the Preferred Securities are entitled to vote
         under the terms of this Trust Agreement, the Property Trustee shall
         deliver a notice to the Depositor requesting written instructions of
         the Depositor as to the course of action to be taken and the Property
         Trustee shall take such action, or refrain from taking such action, as
         the Property Trustee shall be instructed in writing to take, or to
         refrain from taking, by the Depositor; provided, however, that if the
         Property Trustee does not receive such instructions of the Depositor
         within 10 Business Days after it has delivered such notice, or such
         reasonably shorter period of time set forth in such notice (which to
         the extent practicable shall not be less than two Business Days), it
         may, but shall be under no duty to, take or refrain from taking such
         action not inconsistent with this Trust Agreement as it shall deem
         advisable and in the best interests of the Securityholders, in which
         event the Property Trustee shall have no liability except for its own
         bad faith, negligence or willful misconduct;

                  (c) any direction or act of the Depositor or the
         Administrative Trustees contemplated by this Trust Agreement shall be
         sufficiently evidenced by an Officers' Certificate;

                  (d) whenever in the administration of this Trust Agreement,
         the Property Trustee shall deem it desirable that a matter be
         established before undertaking, suffering or omitting any action
         hereunder, the Property 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 which,
         upon receipt of such request, shall be promptly delivered by the
         Depositor or the Administrative Trustees;


                                      34
<PAGE>   39

                  (e) the Property 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 re-recording, refiling or re-registration
         thereof;

                  (f) the Property Trustee may consult with counsel of its
         choice 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 (such counsel may be counsel to the
         Depositor or any of its Affiliates, and may include any of its
         employees); the Property Trustee shall have the right at any time to
         seek instructions concerning the administration of this Trust
         Agreement from any court of competent jurisdiction;

                  (g) the Property Trustee shall be under no obligation to
         exercise any of the rights or powers vested in it by this Trust
         Agreement at the request or direction of any of the Securityholders
         pursuant to this Trust Agreement, unless such Securityholders shall
         have offered to the Property Trustee such reasonable security or
         indemnity as the Property Trustee may request against the costs,
         expenses and liabilities which might be incurred by it in compliance
         with such request or direction;

                  (h) the Property 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 Securityholders, but the Property Trustee may
         make such further inquiry or investigation into such facts or matters
         as it may see fit;

                  (i) the Property 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, provided that the Property Trustee
         shall be responsible for its own negligence or recklessness with
         respect to selection of any agent or attorney appointed by it
         hereunder;

                  (j) whenever in the administration of this Trust Agreement
         the Property Trustee shall deem it desirable to receive instructions
         with respect to enforcing any remedy or right or taking any other
         action hereunder, the Property 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 Trust Securities as would be entitled to direct the Property
         Trustee under the terms of the Trust 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 protected in acting in accordance with
         such instructions; and

                  (k) except as otherwise expressly provided by this Trust
         Agreement, the Property Trustee shall not be under any obligation to
         take any action that is discretionary under the provisions of this
         Trust Agreement. No provision of this Trust Agreement shall be deemed
         to impose any duty or obligation on the Property Trustee to perform
         any act or acts or


                                      35
<PAGE>   40

         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
         Property 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 Property Trustee shall be construed to be a
         duty.

         8.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Trust Securities Certificates shall be
taken as the statements of the Trust, and the Trustees do not assume any
responsibility for their correctness. The Trustees (as such) shall not be
accountable for the use or application by the Depositor of the proceeds of the
Junior Subordinated Debentures.

         8.05 MAY HOLD SECURITIES. Any Trustee or any other agent of any
Trustee or the Trust, in its individual or any other capacity, may become the
owner or pledgee of Trust Securities and, subject to Sections 8.08 and 8.13 and
except as provided in the definition of the term "Outstanding" in Article I,
may otherwise deal with the Trust with the same rights it would have if it were
not a Trustee or such other agent.

         8.06 COMPENSATION; INDEMNITY; FEES. The Depositor agrees:

                  (a) to pay to the Trustees from time to time reasonable
         compensation for all services rendered by them hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (b) except as otherwise expressly provided herein, to
         reimburse the Trustees upon request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustees in
         accordance with any provision of this Trust Agreement (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 such Trustee's negligence, bad faith or
         willful misconduct (or, in the case of the Administrative Trustees or
         the Delaware Trustee, any such expense, disbursement or advance as may
         be attributable to its, his or her gross negligence, bad faith or
         willful misconduct); and

                  (c) to the fullest extent permitted by applicable law, to
         indemnify and hold harmless (i) each Trustees and any predecessor
         Trustee, (ii) any Affiliate of any Trustee, (iii) any officer,
         director, shareholder, employee, representative or agent of any
         Trustee, and (iv) any employee or agent of the Trust, (referred to as
         an "Indemnified Person") from and against, any loss, damage,
         liability, tax, penalty, expense or claim of any kind or nature
         whatsoever incurred by such Indemnified Person arising out of or in
         connection with the creation, operation or dissolution of the Trust or
         any act or omission performed or omitted by such Indemnified Person
         reasonably believed to be within the scope of authority conferred on
         such Indemnified Person by this Trust Agreement, except that no
         Indemnified Person shall be entitled to be indemnified in respect of
         any loss, damage or claim incurred by such Indemnified Person by
         reason of gross negligence, bad faith or willful misconduct with


                                      36
<PAGE>   41

         respect to such acts or omissions (or, in the case of the Property
         Trustee, by reason of negligence, bad faith or willful misconduct with
         respect to such acts or omissions).

         The provisions of this Section 8.06 shall survive the termination of
this Trust Agreement.

         The Depositor and any 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 Trust Securities shall have no rights by virtue of the Trust
Agreement 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. Neither the
Depositor nor any 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 the
Depositor or any Trustee shall have the right to take for its own account
(individually or as a partner of fiduciary) or to recommend to others any such
particular investment or other opportunity. Any Trustee may engage or be
interested in any financial or other transaction with the Depositor or any
Affiliate of the Depositor, or may act as depository for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Depositor or its Affiliates.

         No Trustee may claim any Lien on any Trust Property as a result of any
amount due pursuant to this Section 8.06.

         8.07 CORPORATE PROPERTY TRUSTEE REQUIRED; ELIGIBILITY OF TRUSTEES.

                  (a) There shall at all times be a Property Trustee hereunder
         with respect to the Trust Securities. The Property Trustee shall be a
         Person that is eligible pursuant to the Trust Indenture Act to act as
         such and has a combined capital and surplus of at least $50 million.
         If any such Person publishes reports of condition at least annually,
         pursuant to law or to the requirements of its supervising or examining
         authority, then for the purposes of this Section, the combined capital
         and surplus of such Person 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 the Property Trustee with respect to the
         Trust Securities shall cease to be eligible in accordance with the
         provisions of this Section, it shall resign immediately in the manner
         and with the effect hereinafter specified in this Article.

                  (b) There shall at all times be one or more Administrative
         Trustees hereunder with respect to the Trust Securities. Each
         Administrative Trustee shall be either a natural person who is at
         least 21 years of age or a legal entity that shall act through one or
         more persons authorized to bind that entity.

                  (c) There shall at all times be a Delaware Trustee with
         respect to the Trust Securities. The Delaware Trustee shall either be
         (i) a natural person who is at least 21 years of age and a resident of
         the State of Delaware or (ii) a legal entity with its principal place
         of


                                      37
<PAGE>   42

         business in the State of Delaware and that otherwise meets the
         requirements of applicable Delaware law that shall act through one or
         more persons authorized to bind such entity.

         8.08 CONFLICTING INTERESTS. If the Property Trustee has or shall
acquire a conflicting interest within the meaning of the Trust Indenture Act,
the Property Trustee shall either eliminate such interest or resign, to the
extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Trust Agreement.

         8.09 CO-TRUSTEES AND SEPARATE TRUSTEE. Unless an Event of Default
shall have occurred and be continuing, at any time or times, for the purpose of
meeting the legal requirements of the Trust Indenture Act or of any
jurisdiction in which any part of the Trust Property may at the time be
located, the Depositor and the Administrative Trustees shall have power to
appoint, and upon the written request of the Property Trustee, the Depositor
and the Administrative Trustees shall for such purpose join with the Property
Trustee in the execution, delivery and performance of all instruments and
agreements necessary or proper to appoint, one or more Persons approved by the
Property Trustee either to act as co-trustee, jointly with the Property
Trustee, of all or any part of such Trust Property, or to the extent required
by law to act as separate trustee of any such property, in either case with
such powers as may be provided in the instrument of appointment, and to vest in
such Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section. If the Depositor and the Administrative Trustees do not join in such
appointment within 15 days after the receipt by them of a request so to do, or
in case a Debenture Event of Default has occurred and is continuing, the
Property Trustee alone shall have power to make such appointment. Any
co-trustee or separate trustee appointed pursuant to this Section shall either
be (i) a natural person who is at least 21 years of age and a resident of the
United States or (ii) a legal entity with its principal place of business in
the United States that shall act through one or more persons authorized to bind
such entity.

         Should any written instrument from the Depositor be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right, or power, any and
all such instruments shall, on request, be executed, acknowledged, and
delivered by the Depositor.

         Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms,
namely:

                  (a) The Trust Securities shall be executed and delivered and
         all rights, powers, duties and obligations hereunder in respect of the
         custody of securities, cash and other personal property held by, or
         required to be deposited or pledged with, the Trustees specified
         hereunder, shall be exercised, solely by such Trustees and not by such
         co-trustee or separate trustee.

                  (b) The rights, powers, duties and obligations hereby
         conferred or imposed upon the Property Trustee in respect of any
         property covered by such appointment shall be conferred or imposed
         upon and exercised or performed by the Property Trustee or by the
         Property Trustee and such co-trustee or separate trustee jointly, as
         shall be provided in the


                                      38
<PAGE>   43

         instrument appointing such co-trustee or separate trustee, except to
         the extent that under any law of any jurisdiction in which any
         particular act is to be performed, the Property Trustee shall be
         incompetent or unqualified to perform such act, in which event such
         rights, powers, duties and obligations shall be exercised and
         performed by such co-trustee or separate trustee.

                  (c) The Property Trustee at any time, by an instrument in
         writing executed by it, with the written concurrence of the Depositor,
         may accept the resignation of or remove any co-trustee or separate
         trustee appointed under this Section, and, in case a Debenture Event
         of Default has occurred and is continuing, the Property Trustee shall
         have power to accept the resignation of, or remove, any such
         co-trustee or separate trustee without the concurrence of the
         Depositor. Upon the written request of the Property Trustee, the
         Depositor shall join with the Property Trustee in the execution,
         delivery and performance of all instruments and agreements necessary
         or proper to effectuate such resignation or removal. A successor to
         any co-trustee or separate trustee so resigned or removed may be
         appointed in the manner provided in this Section 8.09.

                  (d) No co-trustee or separate trustee hereunder shall be
         personally liable by reason of any act or omission of the Property
         Trustee or any other trustee hereunder.

                  (e) The Property Trustee shall not be liable by reason of any
         act of a co-trustee or separate trustee.

                  (f) Any Act of Holders delivered to the Property Trustee
         shall be deemed to have been delivered to each such co-trustee and
         separate trustee.

         8.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. 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 Section 8.11.

         Subject to the immediately preceding paragraph, the Relevant Trustee
may resign at any time by giving written notice thereof to the Securityholders.
If the instrument of acceptance by the successor Trustee required by Section
8.11 shall not have been delivered to the Relevant Trustee within 30 days after
the giving of such notice of resignation, the Relevant Trustee may petition, at
the expense of the Depositor, any court of competent jurisdiction for the
appointment of a successor Relevant Trustee.

         Unless a Debenture Event of Default shall have occurred and be
continuing, any Trustee may be removed at any time by Act of the Holder of the
Common Securities. If a Debenture Event of Default shall have occurred and be
continuing, the Property Trustee or the Delaware Trustee, or both of them, may
be removed at such time by Act of the Holders of a majority in Liquidation
Amount of the Preferred Securities, delivered to such Relevant Trustee (in its
individual capacity and on behalf of the Trust). An Administrative Trustee may
be removed by the Holder of the Common


                                      39
<PAGE>   44

Securities at any time. In no event will the Holders of the Preferred
Securities have the right to vote to appoint, remove or replace the
Administrative Trustees.

         If the Relevant Trustee shall resign, be removed or become incapable
of acting as Trustee, or if a vacancy shall occur in the office of such
Relevant Trustee for any cause, at a time when no Debenture Event of Default
shall have occurred and be continuing, the Holder of the Common Securities, by
Act of the Holder of the Common Securities delivered to the retiring Relevant
Trustee, shall promptly appoint a successor Trustee or Trustees with respect to
the Trust Securities and the Trust, and the successor Trustee shall comply with
the applicable requirements of Section 8.11. If the Property Trustee or the
Delaware Trustee shall resign, be removed or become incapable of continuing to
act as the Property Trustee or the Delaware Trustee, as the case may be, at a
time when a Debenture Event of Default shall have occurred and is continuing,
the Holders of the Preferred Securities by Act of the Holders of a majority in
Liquidation Amount of the Preferred Securities then Outstanding delivered to
the retiring Relevant Trustee, shall promptly appoint a successor Trustee or
Trustees, and such successor Trustee shall comply with the applicable
requirements of Section 8.11. If an Administrative Trustee shall resign, be
removed or become incapable of acting as Administrative Trustee, at a time when
a Debenture Event of Default shall have occurred and be continuing, the Holder
of the Common Securities, by Act of the Holder of the Common Securities
delivered to an Administrative Trustee, shall promptly appoint a successor
Administrative Trustee or Administrative Trustees, and such successor
Administrative Trustee or Administrative Trustees shall comply with the
applicable requirements of Section 8.11. If no successor Trustee with respect
to the Trust Securities shall have been so appointed by the Holder of the
Common Securities or the Holders of the Preferred Securities, as the case may
be, and accepted appointment in the manner required by Section 8.11, any
Securityholder who has been a Securityholder for at least six months may, on
behalf of such Securityholder and all others similarly situated, petition a
court of competent jurisdiction for the appointment of a successor Trustee.

         The Property Trustee shall give notice of each resignation and each
removal of a Relevant Trustee and each appointment of a successor Trustee to
all Securityholders in the manner provided in Section 10.08 and shall give
notice to the Depositor. Each notice shall include the name of the successor
Trustee and the address of its Corporate Trust office if it is the Property
Trustee.

         Subject to the foregoing or any other provision of this Trust
Agreement, in the event any Administrative Trustee or a Delaware Trustee who is
a natural person dies or becomes, in the opinion of the Depositor, incompetent
or incapacitated, the vacancy created by such death, incompetence or incapacity
may be filled by (a) the unanimous act of the remaining Administrative Trustees
if there are at least two of them or (b) otherwise by the Depositor (with the
successor in each case being a Person who satisfies the eligibility requirement
for Administrative Trustees or the Delaware Trustee, as the case may be, set
forth in Section 8.07).

         8.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder of a successor Trustee, the retiring Relevant Trustee and
each successor Trustee shall execute and deliver an instrument wherein each
successor 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, each successor Trustee all the rights, powers, trusts and duties of
the


                                      40
<PAGE>   45

retiring Relevant Trustee with respect to the Trust Securities and the Trust,
and upon the execution and delivery of such instrument, the resignation or
removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Relevant Trustee with respect to the Trust Securities
and the Trust; but, on request of the Trust or any successor Trustee such
retiring Relevant Trustee shall duly assign, transfer and deliver to such
successor Trustee all Trust Property, all proceeds thereof and money held by
such retiring Relevant Trustee hereunder with respect to the Trust Securities
and the Trust. Upon request of any such successor Trustee, the Trust shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts
referred to in the immediately preceding paragraph, as the case may be. No
successor Trustee shall accept its appointment unless at the time of such
acceptance such successor Trustee shall be qualified and eligible under this
Article.

         8.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS. Any
Person into which a Trustee that is not a natural person may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Relevant Trustee shall be
a party, or any corporation succeeding to all or substantially all the
corporate trust business of such Relevant Trustee, shall be the successor of
such Relevant 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.

         8.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST DEPOSITOR OR TRUST. If
and when the Property Trustee shall be or become a creditor of the Depositor or
the Trust (or any other obligor upon the Junior Subordinated Debentures or the
Trust Securities), the Property Trustee shall be subject to and shall take all
actions necessary in order to comply with the provisions of the Trust Indenture
Act regarding the collection of claims against the Depositor or Trust (or any
such other obligor).

         8.14 REPORTS BY PROPERTY TRUSTEE.

                  (a) Not later than July 31 of each year commencing with July
         31, 2000, the Property Trustee shall transmit to all Securityholders
         in accordance with Section 10.08, and to the Depositor, a brief report
         dated as of the preceding December 31 with respect to:

                           (i) its eligibility under Section 8.07 or, in lieu
                  thereof, if to the best of its knowledge it has continued to
                  be eligible under said Section, a written statement to such
                  effect; and

                           (ii) any change in the property and funds in its
                  possession as Property Trustee since the date of its last
                  report and any action taken by the Property Trustee in the
                  performance of its duties hereunder which it has not
                  previously reported and which in its opinion materially
                  affects the Trust Securities.


                                      41
<PAGE>   46

                  (b) In addition the Property Trustee shall transmit to
         Securityholders such reports concerning the Property Trustee and its
         actions under this Trust Agreement as may be required pursuant to the
         Trust Indenture Act at the times and in the manner provided pursuant
         thereto.

                  (c) A copy of each such report shall, at the time of such
         transmission to Holders, be filed by the Property Trustee with each
         national securities exchange or other organization upon which the
         Trust Securities may be listed, with the Commission and with the
         Depositor.

         8.15 REPORTS TO THE PROPERTY TRUSTEE. The Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such documents, reports and information as required by Section 314 of
the Trust Indenture Act (if any) and the compliance certificate required by
Section 314(a) of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.

         8.16 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT. Each of the
Depositor and the Administrative Trustees on behalf of the Trust shall provide
to the Property Trustee such evidence of compliance with the conditions
precedent, if any, provided for in this Trust Agreement that relate to any of
the matters set forth in Section 314(c) of the Trust Indenture Act. Any
certificate or opinion required to be given by an officer pursuant to Section
314(c)(1) of the Trust Indenture Act shall be given in the form of an Officers'
Certificate.

         8.17 NUMBER OF TRUSTEES.

                  (a) The number of Trustees shall be four, provided that the
         Holder of the Common Securities by written instrument may increase or
         decrease the number of Administrative Trustees. The Property Trustee
         and the Delaware Trustee may be the same Person.

                  (b) If a Trustee ceases to hold office for any reason and the
         number of Administrative Trustees is not reduced pursuant to Section
         8.17(a), or if the number of Trustees is increased pursuant to Section
         8.17(a), a vacancy shall occur. The vacancy shall be filled with a
         Trustee appointed in accordance with Section 8.10.

                  (c) The death, resignation, retirement, removal, bankruptcy,
         incompetence or incapacity to perform the duties of a Trustee shall
         not operate to annul the Trust. Whenever a vacancy in the number of
         Administrative Trustees shall occur, until such vacancy is filled by
         the appointment of an Administrative Trustee in accordance with
         Section 8.10, the Administrative Trustees in office, regardless of
         their number (and notwithstanding any other provision of this
         Agreement), shall have all the powers granted to the Administrative
         Trustees and shall discharge all the duties imposed upon the
         Administrative Trustees by this Trust Agreement.


                                      42
<PAGE>   47

         8.18 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 his or her power for the purpose of executing any
         documents contemplated in Section 2.07(a)(i); and

                  (b) The Administrative Trustees shall have power to delegate
         from time to time to such of their number or to the Depositor 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.

         8.19 VOTING. Except as otherwise provided in this Trust Agreement, the
consent or approval of the Administrative Trustees shall require consent or
approval by not less than a majority of the Administrative Trustees, unless
there are only two, in which case both must consent.


                                   ARTICLE IX
                      DISSOLUTION, LIQUIDATION AND MERGER

         9.01 DISSOLUTION UPON EXPIRATION DATE. Unless earlier dissolved, the
Trust shall automatically dissolve on _______________, 2034 (the "Expiration
Date"), and thereafter the Trust Property shall be distributed in accordance
with Section 9.04.

         9.02 EARLY DISSOLUTION. The first to occur of any of the following
events is an "Early Termination Event," upon the occurrence of which the Trust
shall dissolve:

                  (a) the occurrence of a Bankruptcy Event in respect of, or
         the dissolution or liquidation of, the Depositor;

                  (b) delivery of written direction to the Property Trustee by
         the Depositor at any time (which direction is wholly optional and
         within the discretion of the Depositor) to dissolve the Trust and
         distribute the Junior Subordinated Debentures to Securityholders in
         exchange for the Preferred Securities in accordance with Section 9.04;

                  (c) the redemption of all of the Preferred Securities in
         connection with the redemption of all of the Junior Subordinated
         Debentures; and

                  (d) an order for dissolution of the Trust shall have been
         entered by a court of competent jurisdiction.


                                      43
<PAGE>   48

         9.03 TERMINATION. The respective obligations and responsibilities of
the Trustees and the Trust created and continued hereby shall terminate upon
the latest to occur of the following:

                  (a) the distribution by the Property Trustee to
         Securityholders upon the liquidation of the Trust pursuant to Section
         9.04, or upon the redemption of all of the Trust Securities pursuant
         to Section 4.02, of all amounts required to be distributed hereunder
         upon the final payment of the Trust Securities;

                  (b) the payment of any expenses owed by the Trust;

                  (c) the discharge of all administrative duties of the
         Administrative Trustees, including the performance of any tax
         reporting obligations with respect to the Trust or the
         Securityholders, and

                  (d) the filing of a certificate of cancellation by the
         Administrative Trustee under the Delaware Business Trust Act.

         9.04 LIQUIDATION.

                  (a) If an Early Termination Event specified in clause (a),
         (b), or (d) of Section 9.02 occurs or upon the Expiration Date, the
         Trust shall be liquidated by the Trustees as expeditiously as the
         Trustees determine to be possible by distributing, after satisfaction
         of liabilities to creditors of the Trust as provided by applicable
         law, to each Securityholder a Like Amount of Junior Subordinated
         Debentures, subject to Section 9.04(d). Notice of liquidation shall be
         given by the Property Trustee by first-class mail, postage prepaid,
         mailed not later than 30 nor more than 60 days prior to the
         Liquidation Date to each Holder of Trust Securities at such Holder's
         address appearing in the Securities Register. All notices of
         liquidation shall:

                           (i) state the Liquidation Date;

                           (ii) state that from and after the Liquidation Date,
                  the Trust Securities will no longer be deemed to be
                  Outstanding and any Trust Securities Certificates not
                  surrendered for exchange will be deemed to represent a Like
                  Amount of Junior Subordinated Debentures; and

                           (iii) provide such information with respect to the
                  mechanics by which Holders may exchange Trust Securities
                  certificates for Junior Subordinated Debentures, or if
                  Section 9.04(d) applies receive a Liquidation Distribution,
                  as the Administrative Trustees or the Property Trustee shall
                  deem appropriate.

                  (b) Except where Section 9.02(c) or 9.04(d) applies, in order
         to effect the liquidation of the Trust and distribution of the Junior
         Subordinated Debentures to Securityholders, the Property Trustee shall
         establish a record date for such distribution (which shall be not more
         than 45 days prior to the Liquidation Date) and, either itself acting


                                      44
<PAGE>   49

         as exchange agent or through the appointment of a separate exchange
         agent, shall establish such procedures as it shall deem appropriate to
         effect the distribution of Junior Subordinated Debentures in exchange
         for the Outstanding Trust Securities Certificates.

                  (c) Except where Section 9.02(c) or 9.04(d) applies, after
         the Liquidation Date, (i) the Trust Securities will no longer be
         deemed to be Outstanding, (ii) certificates (or, at the election of
         the Depositor a Global Subordinated Debenture, subject to the
         provisions of the Indenture) representing a Like Amount of Junior
         Subordinated Debentures will be issued to Holders of Trust Securities
         Certificates upon surrender of such certificates to the Administrative
         Trustees or their agent for exchange, (iii) the Depositor shall use
         its reasonable efforts to have the Junior Subordinated Debentures
         listed on the NASDAQ National Market or on such other securities
         exchange or other organization as the Preferred Securities may then be
         listed or traded, (iv) any Trust Securities Certificates not so
         surrendered for exchange will be deemed to represent a Like Amount of
         Junior Subordinated Debentures, accruing interest at the rate provided
         for in the Junior Subordinated Debentures from the last Distribution
         Date on which a Distribution was made on such Trust Securities
         Certificates until such certificates are so surrendered (and until
         such certificates are so surrendered, no payments of interest or
         principal will be made to Holders of Trust Securities Certificates
         with respect to such Junior Subordinated Debentures) and (v) all
         rights of Securityholders holding Trust Securities will cease, except
         the right of such Securityholders to receive Junior Subordinated
         Debentures upon surrender of Trust Securities Certificates.

                  (d) In the event that, notwithstanding the other provisions
         of this Section 9.04, whether because of an order for dissolution
         entered by a court of competent jurisdiction or otherwise,
         distribution of the Junior Subordinated Debentures in the manner
         provided herein is determined by the Property Trustee not to be
         practical, the Trust shall be dissolved and the Trust Property shall
         be liquidated by the Property Trustee in such manner as the Property
         Trustee determines. In such event, on the date of the dissolution of
         the Trust, Securityholders will be entitled to receive out of the
         assets of the Trust available for distribution to Securityholders,
         after satisfaction of liabilities to creditors of the Trust as
         provided by applicable law, an amount equal to the Liquidation Amount
         per Trust Security plus accumulated and unpaid Distributions thereon
         to the date of payment (such amount being the "Liquidation
         Distribution"). If, upon any such dissolution, 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, subject to the next succeeding sentence, the
         amounts payable by the Trust on the Trust Securities shall be paid on
         a pro rata basis (based upon Liquidation Amounts). The Holder of the
         Common Securities will be entitled to receive Liquidation
         Distributions upon any such dissolution, pro rata (determined as
         aforesaid) with Holders of Preferred Securities, except that, if a
         Debenture Event of Default has occurred and is continuing, the
         Preferred Securities shall have a priority over the Common Securities
         with respect to any distributions.

         9.05 MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE
TRUST. The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as


                                      45
<PAGE>   50

an entirety to any corporation or other Person, except pursuant to this Section
9.05. At the request of the Depositor, with the consent of the Administrative
Trustees and without the consent of the Holders of the Preferred Securities,
the Property Trustee or the Delaware Trustee, the Trust may merge with or into,
consolidate, amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any state; provided, that (i) such successor entity either
(a) expressly assumes all of the obligations of the Trust with respect to the
Preferred Securities or (b) substitutes for the Preferred Securities other
securities having substantially the same terms as the Preferred Securities (the
"Successor Securities") so long as the Successor Securities rank the same as
the Preferred Securities rank in priority with respect to distributions and
payments upon liquidation, redemption and otherwise, (ii) the Depositor
expressly appoints a trustee of such successor entity possessing substantially
the same powers and duties as the Property Trustee as the holder of the Junior
Subordinated Debentures, (iii) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not adversely affect the
rights, preferences and privileges of the Holders of the Preferred Securities
(including any Successor Securities) in any material respect, (iv) such
successor entity has a purpose identical to that of the Trust, (v) the
Successor Securities will be listed or traded on any national securities
exchange or other organization on which the Preferred Securities may then be
listed, (vi) prior to such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, the Depositor has received an Opinion of Counsel
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 Preferred
Securities (including any Successor Securities) in any material respect, and
(b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, neither the Trust nor such successor entity will
be required to register as an "investment company" under the Investment Company
Act and (vii) the Depositor owns all of the Common Securities of such successor
entity and guarantees the obligations of such successor entity under the
Successor Securities at least to the extent provided by the Guarantee.
Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of 100% in Liquidation Amount of the Preferred Securities, 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 other Person or
permit any other Person to consolidate, amalgamate, merge with or into, or
replace it, if such consolidation, amalgamation, merger or replacement would
cause the Trust or the successor entity to be classified as other than a
grantor trust for United States federal income tax purposes.

                                   ARTICLE X
                            MISCELLANEOUS PROVISIONS

         10.01 LIMITATION OF RIGHTS OF SECURITYHOLDERS. The death or incapacity
of any Person having an interest, beneficial or otherwise, in Trust Securities
shall not operate to terminate this Trust Agreement, nor entitle the legal
representatives or heirs of such Person, to claim an accounting, take any
action or bring any proceeding in any court for a partition or winding-up of
the arrangements contemplated hereby, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.


                                      46
<PAGE>   51

         10.02 AMENDMENT.

                  (a) This Trust Agreement may be amended from time to time by
         the Trustees and the Depositor, without the consent of any
         Securityholders, (i) as provided in Section 8.11 with respect to
         acceptance of appointment by a successor Trustee, (ii) to cure any
         ambiguity, correct or supplement any provision herein or therein which
         may be inconsistent with any other provision herein or therein, or to
         make any other provisions with respect to matters or questions arising
         under this Trust Agreement, that shall not be inconsistent with the
         other provisions of this Trust Agreement, or (iii) to modify,
         eliminate or add to any provisions of this Trust Agreement to such
         extent as shall be necessary to ensure that the Trust will be
         classified for United States federal income tax purposes as a grantor
         trust at all times that any Trust Securities are Outstanding or to
         ensure that the Trust will not be required to register as an
         "investment company" under the Investment Company Act; provided,
         however, that in the case of clause (ii), such action shall not
         adversely affect in any material respect the interests of any
         Securityholder, and any amendments of this Trust Agreement shall
         become effective when notice thereof is given to the Securityholders.

                  (b) Except as provided in Section 6.01(c) or Section 10.02(c)
         hereof, any provision of this Trust Agreement may be amended by the
         Trustees and the Depositor (i) with the consent of Securityholders
         representing not less than a majority (based upon Liquidation Amounts)
         of the Trust Securities then Outstanding and (ii) upon receipt by the
         Trustees of an Opinion of Counsel to the effect that such amendment or
         the exercise of any power granted to the Trustees in accordance with
         such amendment will not affect the Trust's status as a grantor trust
         for United States federal income tax purposes or the Trust's exemption
         from status of an "investment company" under the Investment Company
         Act.

                  (c) In addition to and notwithstanding any other provision in
         this Trust Agreement, without the consent of each affected
         Securityholder (such consent being obtained in accordance with Section
         6.03 or 6.06 hereof), this Trust Agreement may not be amended to (i)
         change the amount or timing of any distribution on the Trust
         Securities or otherwise adversely affect the amount of any
         distribution required to be made in respect of the Trust Securities as
         of a specified date or (ii) restrict the right of a Securityholder to
         institute suit for the enforcement of any such payment on or after
         such date; notwithstanding any other provision herein, without the
         unanimous consent of the Securityholders (such consent being obtained
         in accordance with Section 6.03 or 6.06 hereof), this paragraph (c) of
         this Section 10.02 may not be amended.

                  (d) Notwithstanding any other provisions of this Trust
         Agreement, no Trustee shall enter into or consent to any amendment to
         this Trust Agreement which would cause the Trust to fail or cease to
         qualify for the exemption from status of an "investment company" under
         the Investment Company Act or to fail or cease to be classified as a
         grantor trust for United States federal income tax purposes.


                                      47
<PAGE>   52

                  (e) Notwithstanding anything in this Trust Agreement to the
         contrary, without the consent of the Depositor, this Trust Agreement
         may not be amended in a manner which imposes any additional obligation
         on the Depositor.

                  (f) In the event that any amendment to this Trust Agreement
         is made, the Administrative Trustees shall promptly provide to the
         Depositor a copy of such amendment.

                  (g) Neither the Property Trustee nor the Delaware Trustee
         shall be required to enter into any amendment to this Trust Agreement
         which affects its own rights, duties or immunities under this Trust
         Agreement. The Property Trustee shall be entitled to receive an
         Opinion of Counsel and an Officers' Certificate stating that any
         amendment to this Trust Agreement is in compliance with this Trust
         Agreement.

         10.03 SEPARABILITY. In case any provision in this Trust Agreement or
in the Trust Securities Certificates shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

         10.04 GOVERNING LAW. THIS TRUST AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF EACH OF THE SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH
RESPECT TO THIS TRUST AGREEMENT AND THE TRUST SECURITIES SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES).

         10.05 PAYMENTS DUE ON NON-BUSINESS DAY. If the date fixed for any
payment on any Trust Security shall be a day that is not a Business Day, then
such payment need not be made on such date but may be made on the next
succeeding day which is a Business Day (except as otherwise provided in
Sections 4.01(a) and 4.02(d)), with the same force and effect as though made on
the date fixed for such payment, and no Distribution shall accumulate thereon
for the period after such date.

         10.06 SUCCESSORS. This Trust Agreement shall be binding upon and shall
inure to the benefit of any successor to the Depositor, the Trust or the
Relevant Trustee(s), including any successor by operation of law. Except in
connection with a consolidation, merger or sale involving the Depositor that is
permitted under Article Twelve of the Indenture and pursuant to which the
assignee agrees in writing to perform the Depositor's obligations hereunder,
the Depositor shall not assign its obligations hereunder.

         10.07 HEADINGS. The Article and Section headings are for convenience
only and shall not affect the construction of this Trust Agreement.

         10.08 REPORTS, NOTICES AND DEMANDS. Any report, notice, demand or
other communication which by any provision of this Trust Agreement is required
or permitted to be given or served to or upon any Securityholder or the
Depositor may be given or served in writing by deposit thereof, first-class
postage prepaid, in the United States mail, hand delivery or facsimile
transmission, in each case, addressed, (a) in the case of a Holder of Preferred
Securities, to such


                                      48
<PAGE>   53

Securityholder as such Securityholder's name and address may appear on the
Securities Register; and (b) in the case of the Holder of the Common Securities
or the Depositor, to Enterbank Holdings, Inc. 150 North Meramec, Clayton,
Missouri 63105, Attention: Chief Executive Officer; Facsimile No.: (314)
727-3239. Any notice to the Holders of the Preferred Securities shall also be
given to such Owners as have, within two years preceding the giving of such
notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a Securityholder
shall be deemed to have been sufficiently given or made, for all purposes, upon
hand delivery, mailing or transmission.

         Any notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
the Trust, the Property Trustee or the Administrative Trustees shall be given
in writing addressed (until another address is published by the Trust) as
follows: (a) with respect to the Property Trustee to 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration; (b) with
respect to the Delaware Trustee, to 1100 North Market Street, Wilmington,
Delaware 19890, Attention: Corporate Trust Administration; and (c) with respect
to the Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of EBH Capital Trust I."
Such notice, demand or other communication to or upon the Trust or the Property
Trustee shall be deemed to have been sufficiently given or made only upon
actual receipt of the writing by the Trust or the Property Trustee.

         10.09 AGREEMENT NOT TO PETITION. Each of the Trustees and the
Depositor agree for the benefit of the Securityholders that, until at least one
year and one day after the Trust has been terminated in accordance with Article
IX, they shall not file, or join in the filing of, a petition against the Trust
under any bankruptcy, insolvency, reorganization or other similar law
(including, without limitation, the United States Bankruptcy Code)
(collectively, "Bankruptcy Laws") or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. In the event the
Depositor takes action in violation of this Section 10.09, the Property Trustee
agrees, for the benefit of Securityholders, that at the expense of the
Depositor (which expense shall be paid prior to the filing), it shall file an
answer with the bankruptcy court or otherwise properly contest the filing of
such petition by the Depositor against the Trust or the commencement of such
action and raise the defense that the Depositor has agreed in writing not to
take such action and should be stopped and precluded therefrom. The provisions
of this Section 10.09 shall survive the termination of this Trust Agreement.

         10.10 TRUST INDENTURE ACT; CONFLICT WITH TRUST INDENTURE ACT.

                  (a) This Trust Agreement is subject to the provisions of the
         Trust Indenture Act that are required to be part of this Trust
         Agreement and shall, to the extent applicable, be governed by such
         provisions.

                  (b) The Property Trustee shall be the only Trustee which is a
         trustee for the purposes of the Trust Indenture Act.


                                      49
<PAGE>   54

                  (c) If any provision hereof limits, qualifies or conflicts
         with another provision hereof which is required to be included in this
         Trust Agreement by any of the provisions of the Trust Indenture Act,
         such required provision shall control. If any provision of this Trust
         Agreement modifies or excludes any provision of the Trust Indenture
         Act which may be so modified or excluded, the latter provision shall
         be deemed to apply to this Trust Agreement as so modified or to be
         excluded, as the case may be.

                  (d) The application of the Trust Indenture Act to this Trust
         Agreement shall not affect the nature of the Trust Securities as
         equity securities representing undivided beneficial interests in the
         assets of the Trust.

         10.11 ACCEPTANCE OF TERMS OF TRUST AGREEMENT, GUARANTEE AND INDENTURE.

         THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN
BY OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY
SIGNATURE OR FURTHER MANIFESTATION OF ASSENT, SHALL
CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS
HAVING A BENEFICIAL INTEREST IN SUCH TRUST SECURITY OF ALL THE TERMS AND
PROVISIONS OF THIS TRUST AGREEMENT AND AGREEMENT TO THE SUBORDINATION
PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND THE INDENTURE, AND SHALL
CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH SECURITYHOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT SHALL BE BINDING, OPERATIVE
AND EFFECTIVE AS BETWEEN THE TRUST AND SUCH SECURITYHOLDER AND SUCH OTHERS.

         10.12 COUNTERPARTS. This Trust Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, and all of which counterparts together shall constitute one and the
same agreement.

                                  ENTERBANK HOLDINGS, INC.,
                                  as Depositor

                                  By:
                                     --------------------------
                                     Chief Executive Officer


                                  WILMINGTON TRUST COMPANY,
                                  as Property Trustee

                                  By:
                                     --------------------------
                                  Name:
                                       ------------------------
                                  Title:
                                        -----------------------


                                      50
<PAGE>   55

                                  WILMINGTON TRUST COMPANY,
                                  as Delaware Trustee

                                  By:
                                     ----------------------------
                                  Name:
                                       --------------------------
                                  Title:
                                        -------------------------


                                  --------------------------------------------
                                  James C. Wagner, as Administrative Trustee


                                  --------------------------------------------
                                  Jennifer S. Smith, as Administrative Trustee


                                      51
<PAGE>   56



                                   EXHIBIT C

                      THIS CERTIFICATE IS NOT TRANSFERABLE

CERTIFICATE NUMBER                              NUMBER OF SECURITIES
                   -------------                                    ------------
                    CERTIFICATE EVIDENCING COMMON SECURITIES
                                       OF
                              EBH CAPITAL TRUST I

                            ____% COMMON SECURITIES
                 (LIQUIDATION AMOUNT $8.00 PER COMMON SECURITY)


         EBH CAPITAL TRUST I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Enterbank
Holdings, Inc. (the "Holder") is the registered owner of
_______________________________________________ (________________) securities
of the Trust representing undivided beneficial interests in the assets of the
Trust and designated the ____% Common Securities (liquidation amount $8.00 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 _________________, 1999, as the same may be amended from time
to time (the "Trust Agreement"), including the designation of the terms of
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, one of the Administrative Trustees of the Trust
has executed this certificate this ____ day of ______________, 1999.


                                      EBH CAPITAL TRUST I


                                      By:
                                         ------------------------------
                                         Administrative Trustee


                                      C-1

<PAGE>   57


                                   EXHIBIT D

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

         AGREEMENT dated as of _______________, 1999, between ENTERBANK
HOLDINGS, INC., a Delaware corporation (the "Company"), and EBH CAPITAL TRUST
I, a Delaware business trust (the "Trust").

         WHEREAS, the Trust intends to issue its Common Securities (the "Common
Securities") to, and receive ____% Junior Subordinated Debentures due 2029 (the
"Junior Subordinated Debentures") from, the Company and to issue and sell ____%
Cumulative Preferred Securities (the "Preferred Securities") with such powers,
preferences and special rights and restrictions as are set forth in the Amended
and Restated Trust Agreement of the Trust dated as of _______________, 1999, as
the same may be amended from time to time (the "Trust Agreement"); and

         WHEREAS, the Company will directly or indirectly own all of the Common
Securities of the Trust and will issue the Junior Subordinated Debentures.

         NOW, THEREFORE, in consideration of the purchase by each holder of the
Preferred Securities, which purchase the Company hereby agrees shall benefit
the Company and which purchase the Company acknowledges will be made in
reliance upon the execution and delivery of this Agreement, the Company,
including in its capacity as holder of the Common Securities, and the Trust
hereby agree as follows:

                                   ARTICLE I

         SECTION 1.01 . GUARANTEE BY THE COMPANY. Subject to the terms and
conditions hereof, the Company, including in its capacity as holder of the
Common Securities, hereby irrevocably and unconditionally guarantees to each
person or entity to whom the Trust is now or hereafter becomes indebted or
liable (the "Beneficiaries") the full payment, when and as due, of any and all
Obligations (as hereinafter defined) to such Beneficiaries. As used herein,
"Obligations" means any costs, expenses or liabilities of the Trust other than
obligations of the Trust to pay to holders of any Preferred Securities or other
similar interests in the Trust the amounts due such holders pursuant to the
terms of the Preferred Securities or such other similar interests, as the case
may be. 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 1.02 . TERM OF AGREEMENT. This Agreement shall terminate and
be of no further force and effect upon the later of (a) the date on which full
payment has been made of all amounts payable to all holders of all the
Preferred Securities (whether upon redemption, liquidation, exchange or
otherwise) and (b) the date on which there are no Beneficiaries remaining;
provided, however, that this Agreement shall continue to be effective or shall
be reinstated, as the case may be, if at any time any holder of Preferred
Securities or any Beneficiary must restore payment of any sums paid under the
Preferred Securities, under any Obligation, under the Preferred Securities
Guarantee Agreement dated the date hereof by the Company and Property Trustee
as Guarantee


                                      D-1
<PAGE>   58

Trustee or under this Agreement, for any reason whatsoever. This Agreement is
continuing, irrevocable, unconditional and absolute.

         SECTION 1.03 . WAIVER OF NOTICE. The Company hereby waives notice of
acceptance of this Agreement and of any Obligation to which it applies or may
apply, and the Company hereby waives presentment, demand for payment, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

         SECTION 1.04 . NO IMPAIRMENT. The obligations, covenants, agreements
and duties of the Company under this Agreement shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

                  (a) the extension of time for the payment by the Trust of all
         or any portion of the Obligations or for the performance of any other
         obligation under, arising out of, or in connection with, the
         Obligations;

                  (b) any failure, omission, delay or lack of diligence on the
         part of the Beneficiaries to enforce, assert or exercise any right,
         privilege, power or remedy conferred on the Beneficiaries with respect
         to the Obligations or any action on the part of the Trust granting
         indulgence or extension of any kind; or

                  (c) 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 Trust or any of the assets of the Trust. The
         Beneficiaries shall not be obligated to give notice to, or obtain the
         consent of, the Company with respect to the happening of any of the
         foregoing.

         SECTION 1.05 . ENFORCEMENT. A Beneficiary may enforce this Agreement
directly against the Company, and the Company waives any right or remedy to
require that any action be brought against the Trust or any other person or
entity before proceeding against the Company.

                                   ARTICLE II

         SECTION 2.01 . BINDING EFFECT. All guarantees and agreements contained
in this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the
Beneficiaries.

         SECTION 2.02 . AMENDMENT. So long as there remains any Beneficiary or
any Preferred Securities are outstanding, this Agreement shall not be modified
or amended in any manner adverse to such Beneficiary or to the holders of the
Preferred Securities.

         SECTION 2.03 . NOTICES. Any notice, request or other communication
required or permitted to be given hereunder shall be given in writing by
delivering the same by facsimile


                                      D-2
<PAGE>   59

transmission (confirmed by mail), telex, or by registered or certified mail,
addressed as follows (and if so given, shall be deemed given when mailed or
upon receipt of an answer back, if sent by telex):

                  EBH CAPITAL TRUST I
                  150 North Meramec
                  Clayton, Missouri 63105
                  Facsimile No.:  (314) 727-5759
                  Attention: Administrative Trustees

                  ENTERBANK HOLDINGS, INC.
                  150 North Meramec
                  Clayton, Missouri 63105
                  Facsimile No.:  (314) 727-5759
                  Attention: Chief Financial Officer

         SECTION 2.04 . GOVERNING LAW. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Missouri
(without regard to conflict of laws principles).

         THIS AGREEMENT is executed as of the day and year first above written.


                                             ENTERBANK HOLDINGS, INC.


                                             By:
                                                --------------------------
                                                Chief Executive Officer


                                             EBH CAPITAL TRUST I


                                             By:
                                                --------------------------
                                                Administrative Trustee




                                      D-3

<PAGE>   60


                                   EXHIBIT E

         This Preferred Security is a Book-Entry Preferred Securities
Certificate within the meaning of the Trust Agreement hereinafter referred to
and is registered in the name of The Depository Trust Company, a New York
corporation (the "Depositary") or a nominee of the Depositary. This Preferred
Security is exchangeable for Preferred Securities registered in the name of a
person other than the Depositary or its nominee only in the limited
circumstances described in the Trust Agreement (as defined below) and no
transfer of this Preferred Security (other than a transfer of this Preferred
Security as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the
Depositary) may be registered except in limited circumstances.

         Unless this Preferred Security is presented by an authorized
representative of the Depositary to EBH Capital Trust I or its agent for
registration of transfer, exchange or payment, and any Preferred Security
issued is registered in the name of Cede & Co., or such other name as requested
by an authorized representative of the Depositary (and any payment hereon is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co. has an interest herein.




                                      E-1

<PAGE>   61



Certificate Number       Number of Preferred Securities
         **1**                    ------------

                                 CUSIP NO. ____
                              -------------------

                  Certificate Evidencing Preferred Securities
                                       of
                              EBH Capital Trust I

                     ____% Cumulative Preferred Securities
               (liquidation amount $8.00 per Preferred Security)

         EBH Capital Trust I, a statutory business trust created under the laws
of the State of Delaware (the "Trust"), hereby certifies that Cede & Co. (the
"Holder") is the registered owner of _______________________ (____) preferred
securities of the Trust representing undivided beneficial interests in the
assets of the Trust and designated the ____% Cumulative Preferred Securities
(liquidation amount $8.00 per Preferred Security) (the "Preferred Securities").
The Preferred 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 as provided in
Section 5.04 of the Trust Agreement (as defined below). The designations,
rights, privileges, restrictions, preferences, and other terms and provisions
of the Preferred Securities are set forth in, and this certificate and the
Preferred 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 _________________, 1999, as the same may be
amended from time to time (the "Trust Agreement"), including the designation of
the terms of Preferred Securities as set forth therein. The Holder is entitled
to the benefits of the Preferred Securities Guarantee Agreement entered into by
Enterbank Holdings, Inc., a Delaware corporation, and Wilmington Trust Company,
as guarantee trustee, dated as of _________________, 1999 (the "Guarantee"), to
the extent provided therein. The Trust will furnish a copy of the Trust
Agreement and the Guarantee 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, the Administrative Trustees of the Trust have
executed this certificate this ____ day of __________________, 1999.

                                 EBH CAPITAL TRUST I


                                 By:
                                    -------------------------------------------
                                    James C. Wagner, Administrative Trustee

                                 By:
                                    -------------------------------------------
                                    Jennifer S. Smith, Administrative Trustee

                                      E-1