EXHIBIT 4.10.1 










 










 




ENTERPRISE FINANCIAL SERVICES CORP., 
 as Issuer 




 




INDENTURE 




Dated as of October 11, 2005 




WILMINGTON TRUST COMPANY,
 as Trustee 




FIXED/FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES 




DUE 2035 










 










 












TABLE OF CONTENTS


	

   
 	

   
 	

   
 	

   
 	

   
 	

  

Page
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

  




  
	

  ARTICLE I.
  	

  

DEFINITIONS
  	

   
 	

  

1
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 1.1.
  	

   
 	

  

Definitions
  	

   
 	

  

1
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  

ARTICLE II.
  	

  

DEBENTURES
  	

   
 	

  

8
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  Section 2.1.
  	

   
 	

  

Authentication and Dating
  	

   
 	

  

8
  
	

   
 	

  

Section 2.2.
  	

   
 	

  

Form of Trustee’s Certificate of Authentication
  	

   
 	

  

9
  
	

   
 	

  

Section 2.3.
  	

   
 	

  

Form and Denomination of Debentures
  	

   
 	

  

9
  
	

   
 	

  

Section 2.4.
  	

   
 	

  

Execution of Debentures
  	

   
 	

  

9
  
	

   
 	

  

Section 2.5.
  	

   
 	

  

Exchange and Registration of Transfer of Debentures
  	

   
 	

  

10
  
	

   
 	

  Section 2.6.
  	

   
 	

  

Mutilated, Destroyed, Lost or Stolen Debentures
  	

   
 	

  

12
  
	

   
 	

  

Section 2.7.
  	

   
 	

  

Temporary Debentures
  	

   
 	

  

12
  
	

   
 	

  

Section 2.8.
  	

   
 	

  

Payment of Interest and Additional Interest
  	

   
 	

  

13
  
	

   
 	

  

Section 2.9.
  	

   
 	

  

Cancellation of Debentures Paid, etc
  	

   
 	

  

14
  
	

   
 	

  

Section 2.10.
  	

   
 	

  

Computation of Interest
  	

   
 	

  

14
  
	

   
 	

  Section 2.11.
  	

   
 	

  

Extension of Interest Payment Period
  	

   
 	

  

15
  
	

   
 	

  

Section 2.12.
  	

   
 	

  

CUSIP Numbers
  	

   
 	

  

16
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  

ARTICLE III.
  	

  

PARTICULAR COVENANTS OF THE COMPANY
  	

   
 	

  

17
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 3.1.
  	

   
 	

  

Payment of Principal, Premium and Interest; Agreed Treatment of the   Debentures

	

   
 	

  

17
  
	

   
 	

  Section 3.2.
  	

   
 	

  

Offices for Notices and Payments, etc
  	

   
 	

  

17
  
	

   
 	

  

Section 3.3.
  	

   
 	

  

Appointments to Fill Vacancies in Trustee’s Office
  	

   
 	

  

18
  
	

   
 	

  

Section 3.4.
  	

   
 	

  

Provision as to Paying Agent
  	

   
 	

  

18
  
	

   
 	

  

Section 3.5.
  	

   
 	

  

Certificate to Trustee
  	

   
 	

  

19
  
	

   
 	

  

Section 3.6.
  	

   
 	

  

Additional Sums
  	

   
 	

  

19
  
	

   
 	

  Section 3.7.
  	

   
 	

  

Compliance with Consolidation Provisions
  	

   
 	

  

19
  
	

   
 	

  

Section 3.8.
  	

   
 	

  

Limitation on Dividends
  	

   
 	

  

19
  
	

   
 	

  

Section 3.9.
  	

   
 	

  

Covenants as to the Trust
  	

   
 	

  

20
  
	

   
 	

  

Section 3.10.
  	

   
 	

  

Additional Junior Indebtedness
  	

   
 	

  

20
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  ARTICLE IV.
  	

  

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
  	

   
 	

  

20
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 4.1.
  	

   
 	

  

Securityholders’ Lists
  	

   
 	

  

20
  
	

   
 	

  

Section 4.2.
  	

   
 	

  

Preservation and Disclosure of Lists
  	

   
 	

  

21
  
	ARTICLE V.
	 REMEDIES OF THE TRUSTEE AND SECURITY HOLDERS UPON AN EVENT OF DEFAULT 
	 
	 22

	

   
 	

  

Section 5.1.
  	

   
 	

  

Events of Default
  	

   
 	

  

22
  
	

   
 	

  Section 5.2.
  	

   
 	

  

Payment of Debentures on Default; Suit Therefor
  	

   
 	

  

23
  
	

   
 	

  

Section 5.3.
  	

   
 	

  

Application of Moneys Collected by Trustee
  	

   
 	

  

25
  
	

   
 	

  

Section 5.4.
  	

   
 	

  

Proceedings by Securityholders
  	

   
 	

  

25
  
	

   
 	

  

Section 5.5.
  	

   
 	

  

Proceedings by Trustee
  	

   
 	

  

25
  
	

   
 	

  

Section 5.6.
  	

   
 	

  

Remedies Cumulative and Continuing; Delay or Omission Not a Waiver
  	

   
 	

  

26
  





i










	

   
 	

  

Section 5.7.
  	

   
 	

  

Direction of Proceedings and Waiver of Defaults by Majority of   Securityholders

	

   
 	

  

26
  
	

   
 	

  

Section 5.8.
  	

   
 	

  

Notice of Defaults
  	

   
 	

  

26
  
	

   
 	

  

Section 5.9.
  	

   
 	

  

Undertaking to Pay Costs
  	

   
 	

  

27
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  ARTICLE VI.
  	

  

CONCERNING THE TRUSTEE
  	

   
 	

  

27
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 6.1.
  	

   
 	

  

Duties and Responsibilities of Trustee
  	

   
 	

  

27
  
	

   
 	

  

Section 6.2.
  	

   
 	

  

Reliance on Documents, Opinions, etc
  	

   
 	

  

28
  
	

   
 	

  

Section 6.3.
  	

   
 	

  

No Responsibility for Recitals, etc
  	

   
 	

  

29
  
	

   
 	

  Section 6.4.
  	

   
 	

  

Trustee, Authenticating Agent, Paying Agents, Transfer Agents or   Registrar May Own
Debentures
  	

   
 	

  

29
  
	

   
 	

  

Section 6.5.
  	

   
 	

  

Moneys to be Held in Trust
  	

   
 	

  

29
  
	

   
 	

  

Section 6.6.
  	

   
 	

  

Compensation and Expenses of Trustee
  	

   
 	

  

29
  
	

   
 	

  

Section 6.7.
  	

   
 	

  

Officers’ Certificate as Evidence
  	

   
 	

  

30
  
	

   
 	

  

Section 6.8.
  	

   
 	

  

Eligibility of Trustee
  	

   
 	

  

30
  
	

   
 	

  Section 6.9.
  	

   
 	

  

Resignation or Removal of Trustee
  	

   
 	

  

31
  
	

   
 	

  

Section 6.10.
  	

   
 	

  

Acceptance by Successor Trustee
  	

   
 	

  

32
  
	

   
 	

  

Section 6.11.
  	

   
 	

  

Succession by Merger, etc
  	

   
 	

  

32
  
	

   
 	

  

Section 6.12.
  	

   
 	

  

Authenticating Agents
  	

   
 	

  

33
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  ARTICLE VII.
  	

  

CONCERNING THE SECURITYHOLDERS
  	

   
 	

  

33
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 7.1.
  	

   
 	

  

Action by Securityholders
  	

   
 	

  

33
  
	

   
 	

  

Section 7.2.
  	

   
 	

  

Proof of Execution by Securityholders
  	

   
 	

  

34
  
	

   
 	

  

Section 7.3.
  	

   
 	

  

Who Are Deemed Absolute Owners
  	

   
 	

  

34
  
	

   
 	

  Section 7.4.
  	

   
 	

  

Debentures Owned by Company Deemed Not Outstanding
  	

   
 	

  

34
  
	

   
 	

  

Section 7.5.
  	

   
 	

  

Revocation of Consents; Future Holders Bound
  	

   
 	

  

35
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  

ARTICLE VIII.
  	

   
 	

  

SECURITYHOLDERS’ MEETINGS
  	

   
 	

  

35
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 8.1.
  	

   
 	

  

Purposes of Meetings
  	

   
 	

  

35
  
	

   
 	

  Section 8.2.
  	

   
 	

  

Call of Meetings by Trustee
  	

   
 	

  

35
  
	

   
 	

  

Section 8.3.
  	

   
 	

  

Call of Meetings by Company or Securityholders
  	

   
 	

  

36
  
	

   
 	

  

Section 8.4.
  	

   
 	

  

Qualifications for Voting
  	

   
 	

  

36
  
	

   
 	

  

Section 8.5.
  	

   
 	

  

Regulations
  	

   
 	

  

36
  
	

   
 	

  

Section 8.6.
  	

   
 	

  

Voting
  	

   
 	

  

36
  
	

   
 	

  Section 8.7.
  	

   
 	

  

Quorum; Actions
  	

   
 	

  

37
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  

ARTICLE IX.
  	

  

SUPPLEMENTAL INDENTURES
  	

   
 	

  

37
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 9.1.
  	

   
 	

  

Supplemental Indentures without Consent of Securityholders
  	

   
 	

  

37
  
	

   
 	

  

Section 9.2.
  	

   
 	

  

Supplemental Indentures with Consent of Securityholders
  	

   
 	

  

39
  
	

   
 	

  Section 9.3.
  	

   
 	

  

Effect of Supplemental Indentures
  	

   
 	

  

39
  
	

   
 	

  

Section 9.4.
  	

   
 	

  

Notation on Debentures
  	

   
 	

  

39
  
	

   
 	

  

Section 9.5.
  	

   
 	

  

Evidence of Compliance of Supplemental Indenture to be Furnished to   Trustee
  	

   
 	

  

40
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  

ARTICLE X.
  	

  

REDEMPTION OF SECURITIES
  	

   
 	

  

40
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  Section 10.1.
  	

   
 	

  

Optional Redemption
  	

   
 	

  

40
  
	

   
 	

  

Section 10.2.
  	

   
 	

  

Special Event Redemption
  	

   
 	

  

40
  
	

   
 	

  

Section 10.3.
  	

   
 	

  

Notice of Redemption; Selection of Debentures
  	

   
 	

  

40
  
	

   
 	

  

Section 10.4.
  	

   
 	

  

Payment of Debentures Called for Redemption
  	

   
 	

  

41
  





ii










	

  

ARTICLE XI.
  	

  

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
  	

   
 	

  

41
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 11.1.
  	

   
 	

  

Company May Consolidate, etc., on Certain Terms
  	

   
 	

  

41
  
	

   
 	

  

Section 11.2.
  	

   
 	

  

Successor Entity to be Substituted
  	

   
 	

  

42
  
	

   
 	

  Section 11.3.
  	

   
 	

  

Opinion of Counsel to be Given to Trustee
  	

   
 	

  

42
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  

ARTICLE XII.
  	

  

SATISFACTION AND DISCHARGE OF INDENTURE
  	

   
 	

  

42
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 12.1.
  	

   
 	

  

Discharge of Indenture
  	

   
 	

  

42
  
	

   
 	

  

Section 12.2.
  	

   
 	

  

Deposited Moneys to be Held in Trust by Trustee
  	

   
 	

  

43
  
	

   
 	

  Section 12.3.
  	

   
 	

  

Paying Agent to Repay Moneys Held
  	

   
 	

  

43
  
	

   
 	

  

Section 12.4.
  	

   
 	

  

Return of Unclaimed Moneys
  	

   
 	

  

43
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  

ARTICLE XIII.
  	

  

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
  	

   
 	

  

43
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 13.1.
  	

   
 	

  

Indenture and Debentures Solely Corporate Obligations
  	

   
 	

  

43
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  ARTICLE XIV.
  	

  

MISCELLANEOUS PROVISIONS
  	

   
 	

  

44
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Section 14.1.
  	

   
 	

  

Successors
  	

   
 	

  

44
  
	

   
 	

  

Section 14.2.
  	

   
 	

  

Official Acts by Successor Entity
  	

   
 	

  

44
  
	

   
 	

  

Section 14.3.
  	

   
 	

  

Surrender of Company Powers
  	

   
 	

  

44
  
	

   
 	

  Section 14.4.
  	

   
 	

  

Addresses for Notices, etc
  	

   
 	

  

44
  
	

   
 	

  

Section 14.5.
  	

   
 	

  

Governing Law
  	

   
 	

  

44
  
	

   
 	

  

Section 14.6.
  	

   
 	

  

Evidence of Compliance with Conditions Precedent
  	

   
 	

  

44
  
	

   
 	

  

Section 14.7.
  	

   
 	

  

Table of Contents, Headings, etc
  	

   
 	

  

45
  
	

   
 	

  

Section 14.8.
  	

   
 	

  

Execution in Counterparts
  	

   
 	

  

45
  
	

   
 	

  Section 14.9.
  	

   
 	

  

Separability
  	

   
 	

  

45
  
	

   
 	

  

Section 14.10.
  	

   
 	

  

Assignment
  	

   
 	

  

45
  
	

   
 	

  

Section 14.11.
  	

   
 	

  

Acknowledgment of Rights
  	

   
 	

  

45
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

  

ARTICLE XV.
  	

  

SUBORDINATION OF DEBENTURES
  	

   
 	

  45
 
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  Section 15.1.
  	

   
 	

  

Agreement to Subordinate
  	

   
 	

  

45
  
	

   
 	

  

Section 15.2.
  	

   
 	

  

Default on Senior Indebtedness
  	

   
 	

  

46
  
	

   
 	

  

Section 15.3.
  	

   
 	

  

Liquidation, Dissolution, Bankruptcy
  	

   
 	

  

46
  
	

   
 	

  

Section 15.4.
  	

   
 	

  

Subrogation
  	

   
 	

  

47
  
	

   
 	

  

Section 15.5.
  	

   
 	

  

Trustee to Effectuate Subordination
  	

   
 	

  

48
  
	

   
 	

  Section 15.6.
  	

   
 	

  

Notice by the Company
  	

   
 	

  

48
  
	

   
 	

  

Section 15.7.
  	

   
 	

  

Rights of the Trustee; Holders of Senior Indebtedness
  	

   
 	

  

48
  
	

   
 	

  

Section 15.8.
  	

   
 	

  

Subordination May Not Be Impaired
  	

   
 	

  

49
  
	

   
 	

   
 	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

Exhibit A
  	

  

Form of Fixed/Floating Rate Junior Subordinated Deferrable Interest   Debenture

	

   
 	

   
 
	

   
 	

  Exhibit B
  	

  

Form of Certificate to Trustee
  	

   
 	

   
 







iii












          THIS INDENTURE, dated as of October
11, 2005, between Enterprise Financial Services Corp., a Delaware corporation (the “Company”), and Wilmington Trust
Company, a Delaware banking corporation, as debenture trustee (the “Trustee”). 




WITNESSETH:




          WHEREAS, for its lawful corporate
purposes, the Company has duly authorized the issuance of its Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures
due 2035 (the “Debentures”) under this Indenture to provide, among other things, for the execution and authentication,
delivery and administration thereof, and the Company has duly authorized the execution of this Indenture; and 




          WHEREAS, all acts and things
necessary to make this Indenture a valid agreement according to its terms, have been done and performed; 




          NOW, THEREFORE, This Indenture
Witnesseth: 




          In consideration of the premises,
and the purchase of the Debentures by the holders thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the Debentures as follows: 




ARTICLE I. 
 DEFINITIONS




          Section
1.1.     Definitions. The terms defined in this Section 1.1 (except as herein otherwise expressly
provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall
have the respective meanings specified in this Section 1.1.  All accounting terms used herein and not expressly defined shall
have the meanings assigned to such terms in accordance with generally accepted accounting principles and the term “generally
accepted accounting principles” means such accounting principles as are generally accepted in the United States at the time of
any computation.  The words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 




          “Acceleration Event of
Default” means an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Acceleration 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. 




          “Additional
Interest” has the meaning set forth in Section 2.11. 




          “Additional Junior
Indebtedness” means, without duplication and other than the Debentures,
any indebtedness, liabilities or obligations of the Company, or any Subsidiary
of the Company, under debt securities (or guarantees in respect of debt
securities) initially issued after the date of this Indenture to any trust, or a
trustee of a trust, partnership or other entity affiliated with the Company that
is, directly or indirectly, a finance subsidiary (as such term is defined in
Rule 3a-5 under the Investment Company Act of 1940) or other financing vehicle
of the Company or any Subsidiary of the Company in connection with the issuance
by that entity of preferred securities or other securities that are eligible to
qualify for Tier 1 capital treatment (or its then equivalent) for purposes of
the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company (or, if the Company is not a bank holding company,
such guidelines applied to the Company as if the Company were subject to such
guidelines); provided, however, that the inability of the Company
to treat all or any portion of the Additional Junior Indebtedness as Tier 1
capital shall not disqualify it as Additional Junior Indebtedness if such
inability results from the Company having cumulative preferred stock, minority
interests in consolidated 




1












subsidiaries, or any other class of security or interest which the Federal Reserve now or may
hereafter accord Tier 1 capital treatment (including the Debentures) in excess of the amount which may qualify for treatment as Tier
1 capital under applicable capital adequacy guidelines. 




          “Additional Sums”
has the meaning set forth in Section 3.6. 




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




          “Authenticating
Agent” means any agent or agents of the Trustee which at the time shall be appointed and acting pursuant to Section 6.12.





          “Bankruptcy Law”
means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors. 




          “Board of
Directors” means the board of directors or the executive committee or any other duly authorized designated officers of the
Company. 




          “Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the
Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. 




          “Business Day”
means any day other than a Saturday, Sunday or any other day on which banking institutions in New York City or Wilmington, Delaware
are permitted or required by any applicable law or executive order to close. 




          “Capital
Securities” means undivided beneficial interests in the assets of the Trust which rank pari passu with Common
Securities issued by the Trust; provided, however, that upon the occurrence and continuance of an Event of Default (as
defined in the Declaration), the rights of holders of such Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities. 




          “Capital Securities
Guarantee” means the guarantee agreement that the Company enters into with Wilmington Trust Company, as guarantee trustee,
or other Persons that operates directly or indirectly for the benefit of holders of Capital Securities of the Trust. 




          “Capital Treatment
Event” means the receipt by the Company and the Trust of an opinion of
counsel experienced in such matters to the effect that, as a result of the
occurrence of any amendment to, or change (including any announced prospective
change) in, the laws, rules or regulations of the United States or any political
subdivision thereof or therein, or as the result of any official or
administrative pronouncement or action or decision interpreting or applying such
laws, rules or regulations, which amendment or change is effective or which
pronouncement, action or decision is announced on or after the date of original
issuance of the Debentures, there is more than an insubstantial risk that the
Company will not, within 90 days of the date of such opinion, be entitled to
treat an amount equal to the aggregate liquidation amount of the Capital
Securities as “Tier 1 Capital” (or its then equivalent) for purposes
of the capital adequacy guidelines of the Federal Reserve, as then in effect and
applicable to the Company (or if the Company is not a bank holding company, such
guidelines applied to the Company as if the Company were subject to such
guidelines); provided, however, that the inability of the Company
to treat all or any portion of the liquidation amount of the Capital Securities
as Tier l Capital shall not constitute the basis for a Capital Treatment Event,
if such inability results from the Company having cumulative preferred stock,
minority interests in consolidated subsidiaries, or any other class of security
or interest which the Federal Reserve or OTS, as applicable, may now or
hereafter accord Tier 1 Capital treatment in excess of 




2












the amount which may now or hereafter qualify for treatment as Tier 1 Capital under applicable
capital adequacy guidelines; provided further, however, that the distribution of Debentures in connection with
the liquidation of the Trust shall not in and of itself constitute a Capital Treatment Event unless such liquidation shall have
occurred in connection with a Tax Event or an Investment Company Event. 




          “Certificate”
means a certificate signed by any one of the principal executive officer, the principal financial officer or the principal accounting
officer of the Company. 




          “Common
Securities” means undivided beneficial interests in the assets of the Trust which rank pari passu with Capital
Securities issued by the Trust; provided, however, that upon the occurrence and continuance of an Event of Default (as
defined in the Declaration), the rights of holders of such Common Securities to payment in respect of distributions and payments upon
liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities. 




          “Company” means
Enterprise Financial Services Corp., a Delaware corporation, and, subject to the provisions of Article XI, shall include its
successors and assigns. 




          “Comparable Treasury
Issue” means with respect to any Special Redemption Date the United
States Treasury security selected by the Quotation Agent as having a maturity
comparable to the Fixed Rate Period Remaining Life that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
Fixed Rate Period Remaining Life.  If no United States Treasury security
has a maturity which is within a period from three months before to three months
after the Interest Payment Date in December 2010, the two most closely
corresponding fixed, non-callable United States Treasury securities, as selected
by the Quotation Agent, shall be used as the Comparable Treasury Issue, and the
Treasury Rate shall be interpolated or extrapolated on a straight-line basis,
rounding to the nearest month using such securities. 




          “Comparable Treasury
Price” means (a) the average of five Reference Treasury Dealer Quotations for such Special Redemption Date, after excluding
the highest and lowest such Reference Treasury Dealer Quotations, or (b) if the Quotation Agent obtains fewer than five such
Reference Treasury Dealer Quotations, the average of all such Quotations. 




          “Coupon Rate” has
the meaning set forth in Section 2.8. 




          “Debenture” or
“Debentures” has the meaning stated in the first recital of this Indenture. 




          “Debenture
Register” has the meaning specified in Section 2.5. 




          “Declaration”
means the Amended and Restated Declaration of Trust of the Trust, as amended or supplemented from time to time. 




          “Default” means
any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default. 




          “Defaulted
Interest” has the meaning set forth in Section 2.8. 




          “Distribution
Period” means (i) with respect to interest paid on the first Interest Payment Date, the period beginning on (and including)
the date of original issuance and ending on (but excluding) the Interest Payment Date in December 2005 and (ii) thereafter, with
respect to interest paid on each successive Interest Payment Date, the period beginning on (and including) the preceding Interest
Payment Date and ending on (but excluding) such current Interest Payment Date. 




3












          “Determination
Date” has the meaning set forth in Section 2.10. 




           “Event of
Default” means any event specified in Section 5.1, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated. 




          “Extension Period”
has the meaning set forth in Section 2.11. 




          “Federal Reserve”
means the Board of Governors of the Federal Reserve System, or its designated district bank, as applicable, and any successor federal
agency that is primarily responsible for regulating the activities of bank holding companies. 




          “Fixed Rate Period
Remaining Life” means, with respect to any Debenture, the period from the Special Redemption Date for such Debenture to the
Interest Payment Date in December 2010. 




          “Indenture” means
this instrument as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented, or both.





          “Institutional
Trustee” has the meaning set forth in the Declaration. 




          “Interest Payment
Date” means March 15, June 15, September 15 and December 15 of each year during the term of this Indenture, or if such day
is not a Business Day, then the next succeeding Business Day (it being understood that interest accrues for any such non-Business Day
during the applicable Distribution Period, beginning on or after December 15, 2010), commencing in December 2005. 




          “Interest Rate”
means for the Distribution Period beginning on (and including) the date of original issuance and ending on (but excluding) the
Interest Payment Date in December 2010 the rate per annum of 6.14%, and for each Distribution Period beginning on or after the
Interest Payment Date in December 2010, the Coupon Rate for such Distribution Period. 




          “Investment Company
Event” means the receipt by the Company and the Trust of an opinion of counsel experienced in such matters to the effect
that, as a result of the occurrence of a change in law or regulation or written change (including any announced prospective change)
in interpretation or application of law or regulation by any legislative body, court, governmental agency or regulatory authority,
there is more than an insubstantial risk that the Trust is or, within 90 days of the date of such opinion will be considered an
“investment company” that is required to be registered under the Investment Company Act of 1940, as amended which change or
prospective change becomes effective or would become effective, as the case may be, on or after the date of the issuance of the
Debentures. 




          “Liquidation
Amount” means the stated amount of $1,000.00 per Trust Security. 




          “Maturity Date”
means December 15, 2035. 




          “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Vice Chairman, the
President, any Managing Director or any Vice President, and by the Treasurer, an Assistant Treasurer, the Comptroller, an Assistant
Comptroller, the Secretary or an Assistant Secretary of the Company, and delivered to the Trustee.  Each such certificate shall
include the statements provided for in Section 14.6 if and to the extent required by the provisions of such Section. 




          “Opinion of
Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the Company, or may be
other counsel reasonably satisfactory to the Trustee. Each such opinion shall include the statements provided for in Section 14.6 if
and to the extent required by the provisions of such Section. 




4












          “OTS” means the
Office of Thrift Supervision and any successor federal agency that is primarily responsible for regulating the activities of savings
and loan holding companies. 




          The term
“outstanding,” when used with reference to Debentures, means, subject to the provisions of Section 7.4, as of any
particular time, all Debentures authenticated and delivered by the Trustee or the Authenticating Agent under this Indenture, except:





          (a)          
Debentures theretofore canceled by the Trustee or the Authenticating Agent or delivered to the Trustee for cancellation; 




          (b)          
Debentures, or portions thereof, for the payment or redemption of which moneys in the necessary amount shall have been deposited in
trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own paying agent); provided, however, that, if such Debentures, or portions
thereof, are to be redeemed prior to maturity thereof, notice of such redemption shall have been given as provided in Section 10.3 or
provision satisfactory to the Trustee shall have been made for giving such notice; and 




          (c)          
Debentures paid pursuant to Section 2.6 or in lieu of or in substitution for which other Debentures shall have been authenticated and
delivered pursuant to the terms of Section 2.6 unless proof satisfactory to the Company and the Trustee is presented that any such
Debentures are held by bona fide holders in due course. 




          “Person” means
any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof. 




          “Predecessor
Security” of any particular Debenture means every previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and, for purposes of this definition, any Debenture authenticated and delivered under Section
2.6 in lieu of a lost, destroyed or stolen Debenture shall be deemed to evidence the same debt as the lost, destroyed or stolen
Debenture. 




          “Primary Treasury
Dealer” means either a nationally recognized primary United States Government securities dealer or an entity of recognized
standing in matters pertaining to the quotation of treasury securities that is reasonably acceptable to the Company and the Trustee.





          “Principal Office of the
Trustee,” or other similar term, means the office of the Trustee, at which at any particular time its corporate trust
business shall be principally administered, which at the time of the execution of this Indenture shall be Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-1600, Attention: Corporate Trust Administration. 




          “Quotation Agent”
means a designee of the Institutional Trustee who shall be a Primary Treasury Dealer. 




          “Redemption Date”
has the meaning set forth in Section 10.1. 




          “Redemption Price”
means 100% of the principal amount of the Debentures being redeemed, plus accrued and unpaid interest (including any Additional
Interest) on such Debentures to the Redemption Date. 




          “Reference Treasury
Dealer” means (i) the Quotation Agent and (ii) any other Primary Treasury Dealer selected by the Trustee after consultation
with the Company. 




5












          “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the
Quotation Agent, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the
third Business Day preceding such Redemption Date. 




          “Responsible
Officer” means, with respect to the Trustee, any officer within the Principal Office of the Trustee, including any
vice-president, any assistant vice-president, any secretary, any assistant secretary, the treasurer, any assistant treasurer, any
trust officer or other officer of the Principal Trust Office of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject.





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




          “Securityholder,”
“holder of Debentures,” or other similar terms, means any Person in whose name at the time a particular Debenture is
registered on the register kept by the Company or the Trustee for that purpose in accordance with the terms hereof. 




          “Senior
Indebtedness” means, with respect to the Company, (i) the principal, premium, if any, and interest in respect of (A)
indebtedness of the Company for all borrowed and purchased money and (B) indebtedness evidenced by securities, debentures, notes,
bonds or other similar instruments issued by the Company; (ii) all capital lease obligations of the Company; (iii) all obligations of
the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and all
obligations of the Company under any title retention agreement; (iv) all obligations of the Company for the reimbursement of any
letter of credit, any banker’s acceptance, any security purchase facility, any repurchase agreement or similar arrangement, any
interest rate swap, any other hedging arrangement, any obligation under options or any similar credit or other transaction; (v)



all obligations of the Company associated with derivative products such as
interest and foreign exchange rate contracts, commodity contracts, and similar
arrangements; (vi) all obligations of the type referred to in clauses (i)
through (v) above of other Persons for the payment of which the Company is
responsible or liable as obligor, guarantor or otherwise including, without
limitation, similar obligations arising from off-balance sheet guarantees and
direct credit substitutes; and (vii) all obligations of the type referred to in
clauses (i) through (vi) above of other Persons secured by any lien on any
property or asset of the Company (whether or not such obligation is assumed by
the Company), whether incurred on or prior to the date of this Indenture or
thereafter incurred.  Notwithstanding the foregoing, “Senior
Indebtedness” shall not include (1) any Additional Junior Indebtedness, (2)
Debentures issued pursuant to this Indenture and guarantees in respect of such
Debentures, (3) trade accounts payable of the Company arising in the ordinary
course of business (such trade accounts payable being pari passu in right
of payment to the Debentures), or (4) obligations with respect to which (a) in
the instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are pari passu, junior
or otherwise not superior in right of payment to the Debentures and (b) the
Company, prior to the issuance thereof, has notified (and, if then required
under the applicable guidelines of the regulating entity, has received approval
from) the Federal Reserve (if the Company is a bank holding company) or the OTS
(if the Company is a savings and loan holding company). Senior Indebtedness
shall continue to be Senior Indebtedness and be entitled to the subordination
provisions irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness. 




6












          “Special Event”
means any of a Capital Treatment Event, an Investment Company Event or a Tax Event. 




          “Special Redemption
Date” has the meaning set forth in Section 10.2. 




          “Special Redemption
Price” means (a) if the Special Redemption Date occurs before the
Interest Payment Date in December 2010, the greater of (i) 107.5% of the
principal amount of the Debentures, plus accrued and unpaid interest (including
Additional Interest) on the Debentures to the Special Redemption Date, or (ii)
as determined by the Quotation Agent, (A) the sum of the present values of the
scheduled payments of principal and interest on the Debentures during the Fixed
Rate Period Remaining Life of the Debentures (assuming the Debentures matured on
the Interest Payment Date in December 2010) discounted to the Special Redemption
Date on a quarterly basis (assuming a 360-day year consisting of twelve 30-day
months) at the Treasury Rate, plus (B) accrued and unpaid interest (including
Additional Interest) on the Debentures to such Special Redemption Date, or (b)
if the Special Redemption Date occurs on or after the Interest Payment Date in
December 2010, 100% of the principal amount of the Debentures being redeemed,
plus accrued and unpaid interest (including any Additional Interest) on such
Debentures to the Special Redemption Date. 




          “Subsidiary” means
with respect to any Person, (i) any corporation at least a majority of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries, (ii) any general partnership, joint venture or similar
entity, at least a majority of the outstanding partnership or similar interests
of which shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries and (iii)
any limited partnership of which such Person or any of its Subsidiaries is a
general partner. For the purposes of this definition, “voting stock”
means shares, interests, participations or other equivalents in the equity
interest (however designated) in such Person having ordinary voting power for
the election of a majority of the directors (or the equivalent) of such Person,
other than shares, interests, participations or other equivalents having such
power only by reason of the occurrence of a contingency. 




          “Tax Event”
means the receipt by the Company and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result
of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United
States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative
pronouncement (including any private letter ruling, technical advice memorandum, field service advice, regulatory procedure, notice
or announcement, including any notice or announcement of intent to adopt such procedures or regulations) (an “Administrative
Action”) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative
Action or judicial decision is issued to or in connection with a proceeding involving the Company or the Trust



and whether or not subject to review or appeal, which amendment, clarification, change, Administrative Action or decision is enacted,
promulgated or announced, in each case on or after the date of original issuance of the Debentures, there is more than an
insubstantial risk that:  (i) the Trust is, or will be within 90 days of the date of such opinion, subject to United States
federal income tax with respect to income received or accrued on the Debentures; (ii) interest payable by the Company on the
Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for
United States federal income tax purposes; or (iii) the Trust is, or will be within 90 days of the date of such opinion, subject to
more than a de minimis amount of other taxes, duties or other governmental charges. 




          “3-Month LIBOR”
has the meaning set forth in Section 2.10. 




          “Telerate Page
3750” has the meaning set forth in Section 2.10. 




7












          “Treasury Rate”
means (i) the yield, under the heading which represents the average for the week immediately prior to the date of calculation,
appearing in the most recently published statistical release designated H.15 (519) or any successor publication which is published
weekly by the Federal Reserve and which establishes yields on actively traded United States Treasury securities adjusted to constant
maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Fixed Rate Period
Remaining Life (if no maturity is within three months before or after the Fixed Rate Period Remaining Life, yields for the two
published maturities most closely corresponding to the Fixed Rate Period Remaining Life shall be determined and the Treasury Rate
shall be interpolated or extrapolated from such yields on a straight-line basis, rounding to the nearest month) or (ii)



 if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price
for such Special Redemption Date.  The Treasury Rate shall be calculated by the Quotation Agent on the third Business Day
preceding the Special Redemption Date. 




          “Trust” shall
mean EFSC Statutory Trust IV, a Delaware statutory trust, or any other similar trust created for the purpose of issuing Capital
Securities in connection with the issuance of Debentures under this Indenture, of which the Company is the sponsor. 




          “Trust Securities”
means Common Securities and Capital Securities of the Trust. 




          “Trustee” means
Wilmington Trust Company, and, subject to the provisions of Article VI hereof, shall also include its successors and assigns as
Trustee hereunder. 




ARTICLE II.
 DEBENTURES




          Section
2.1.    Authentication and
Dating. Upon the execution and delivery of this
Indenture, or from time to time thereafter, Debentures in an aggregate principal
amount not in excess of $10,310,000.00 may be executed and delivered by the
Company to the Trustee for authentication, and the Trustee, upon receipt of a
written authentication order from the Company, shall thereupon authenticate and
make available for delivery said Debentures to or upon the written order of the
Company, signed by its Chairman of the Board of Directors, Chief Executive
Officer, Vice Chairman, the President, one of its Managing Directors or one of
its Vice Presidents without any further action by the Company hereunder.
Notwithstanding anything to the contrary contained herein, the Trustee shall be
fully protected in relying upon the aforementioned authentication order and
written order in authenticating and delivering said Debentures. In
authenticating such Debentures, and accepting the additional responsibilities
under this Indenture in relation to such Debentures, the Trustee shall be
entitled to receive, and (subject to Section 6.1) shall be fully protected in
relying upon: 




          (a)
          a copy of any Board Resolution or Board Resolutions relating thereto and,
if applicable, an appropriate record of any action taken pursuant to such resolution, in each case certified by the Secretary or an
Assistant Secretary of the Company, as the case may be; and 




          (b)
          an Opinion of Counsel prepared in accordance with Section 14.6 which
shall also state: 


	

   
 	

  

          (1)
          that such   Debentures, when authenticated and delivered by the Trustee
and issued by the   Company in each case in the manner and subject to any conditions specified in   such Opinion of Counsel, will
constitute valid and legally binding   obligations of the Company, subject to or limited by applicable bankruptcy, insolvency,
reorganization, conservatorship, receivership, moratorium and other statutory   or
  







8










	

   
 	

  

decisional laws relating to or affecting creditors’ rights or the   reorganization of
financial institutions (including, without limitation,   preference and fraudulent conveyance or transfer laws), heretofore or
hereafter enacted or in effect, affecting the rights of creditors generally;   and
  
	

   
 	

   
 
	

   
 	

  

          (2) that   all laws and
requirements in respect of the execution and delivery by the   Company of the Debentures have been complied with and that
authentication and   delivery of the Debentures by the Trustee will not violate the terms of this   Indenture.
  





          The Trustee shall have the right
to decline to authenticate and deliver any Debentures under this Section if the Trustee, being advised in writing by counsel,
determines that such action may not lawfully be taken or if a Responsible Officer of the Trustee in good faith shall determine that
such action would expose the Trustee to personal liability to existing holders. 




          The definitive Debentures shall be
typed, printed, lithographed or engraved on steel engraved borders or may be produced in any other manner, all as determined by the
officers executing such Debentures, as evidenced by their execution of such Debentures. 




          Section 2.2.
     Form of Trustee’s Certificate of
Authentication. The Trustee’s certificate of authentication on all Debentures
shall be in substantially the following form: 




          This is one of the Debentures
referred to in the within-mentioned Indenture. 


	

   
 	

  

WILMINGTON TRUST COMPANY, as Trustee
  	

   
 
	

   
 	

   
 	

   
 	

   
 
	

   
 	

  

By
  	

   
 	

   
 
	

   
 	

   
 	

  




  	

   
 
	

   
 	

   
 	

  Authorized Signer
  







          Section
2.3.      Form and Denomination of Debentures.
The Debentures shall be substantially in the form of Exhibit A attached hereto.  The Debentures shall be in registered,
certificated form without coupons and in minimum denominations of $100,000.00 and any multiple of $1,000.00 in excess thereof. Any
attempted transfer of the Debentures in a block having an aggregate principal amount of less than $100,000.00 shall be deemed to be
void and of no legal effect whatsoever.  Any such purported transferee shall be deemed not to be a holder of such Debentures for
any purpose, including, but not limited to the receipt of payments on such Debentures, and such purported transferee shall be deemed
to have no interest whatsoever in such Debentures.  The Debentures shall be numbered, lettered, or otherwise distinguished



in such manner or in accordance with such plans as the officers executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof. 




          Section 2.4.
      Execution of
Debentures. The Debentures
shall be signed in the name and on behalf of the Company by the manual or
facsimile signature of its Chairman of the Board of Directors, Chief Executive
Officer, Vice Chairman, President, one of its Managing Directors or one of its
Executive Vice Presidents, Senior Vice Presidents or Vice Presidents.  Only
such Debentures as shall bear thereon a certificate of authentication
substantially in the form herein before recited, executed by the Trustee or the
Authenticating Agent by the manual signature of an authorized signer, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose.  Such certificate by the Trustee or the Authenticating Agent upon
any Debenture executed by the Company shall be conclusive evidence that the
Debenture so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture. 




          In case any officer of the
Company who shall have signed any of the Debentures shall cease to be such officer before the Debentures so signed shall have been
authenticated and delivered by the Trustee or 




9












the Authenticating Agent, or disposed of by the Company, such Debentures nevertheless may be
authenticated and delivered or disposed of as though the Person who signed such Debentures had not ceased to be such officer of the
Company; and any Debenture may be signed on behalf of the Company by such Persons as, at the actual date of the execution of such
Debenture, shall be the proper officers of the Company, although at the date of the execution of this Indenture any such person was
not such an officer. 




          Every Debenture shall be dated the
date of its authentication. 




          Section
2.5.      Exchange and Registration of Transfer of
Debentures. The Company shall cause to be kept, at the office or agency maintained
for the purpose of registration of transfer and for exchange as provided in Section 3.2, a register (the “Debenture
Register”) for the Debentures issued hereunder in which, subject to such reasonable regulations as it may prescribe, the
Company shall provide for the registration and transfer of all Debentures as in this Article II provided.  The Debenture
Register shall be in written form or in any other form capable of being converted into written form within a reasonable time.





          Debentures to be exchanged may be
surrendered at the Principal Office of the Trustee or at any office or agency to
be maintained by the Company for such purpose as provided in Section 3.2, and
the Company shall execute, the Company or the Trustee shall register and the
Trustee or the Authenticating Agent shall authenticate and make available for
delivery in exchange therefor the Debenture or Debentures which the
Securityholder making the exchange shall be entitled to receive.  Upon due
presentment for registration of transfer of any Debenture at the Principal
Office of the Trustee or at any office or agency of the Company maintained for
such purpose as provided in Section 3.2, the Company shall execute, the Company
or the Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in the name of the transferee or
transferees a new Debenture for a like aggregate principal amount. 
Registration or registration of transfer of any Debenture by the Trustee or by
any agent of the Company appointed pursuant to Section 3.2, and delivery of such
Debenture, shall be deemed to complete the registration or registration of
transfer of such Debenture. 




          All Debentures presented for
registration of transfer or for exchange or payment shall (if so required by the Company or the Trustee or the Authenticating Agent)
be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the
Trustee or the Authenticating Agent duly executed by the holder or his attorney duly authorized in writing. 




          No service charge shall be made for
any exchange or registration of transfer of Debentures, but the Company or the Trustee may require payment of a sum sufficient to
cover any tax, fee or other governmental charge that may be imposed in connection therewith. 




          The Company or the Trustee shall
not be required to exchange or register a transfer of any Debenture for a period of 15 days next preceding the date of selection of
Debentures for redemption. 




          Notwithstanding anything herein to
the contrary, Debentures may not be transferred except in compliance with the restricted securities legend set forth below, unless
otherwise determined by the Company, upon the advice of counsel expert in securities law, in accordance with applicable law:





          THIS SECURITY IS NOT A SAVINGS
ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL
DEPOSIT INSURANCE CORPORATION. 




10












          THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES
LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.  THE HOLDER OF THIS SECURITY
BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS
SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S.
PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS
APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF RULE
501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY FOR ITS OWN
ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR
INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION
WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE INDENTURE, A
COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. 





          THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY
PLAN’S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN
ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST
THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF
AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS
PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA
OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING.  ANY
PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO
HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT
AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN
TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON
ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR
ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION. 




11












          THIS SECURITY WILL BE ISSUED AND
MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF $1,000.00 IN
EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN
$100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. 




          THE HOLDER OF THIS SECURITY AGREES
THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS. 




          Section 2.6.
     Mutilated, Destroyed, Lost or Stolen
Debentures. In case any
Debenture shall become mutilated or be destroyed, lost or stolen, the Company
shall execute, and upon its written request the Trustee shall authenticate and
deliver, a new Debenture bearing a number not contemporaneously outstanding, in
exchange and substitution for the mutilated Debenture, or in lieu of and in
substitution for the Debenture so destroyed, lost or stolen.  In every case
the applicant for a substituted Debenture shall furnish to the Company and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the applicant
shall also furnish to the Company and the Trustee evidence to their satisfaction
of the destruction, loss or theft of such Debenture and of the ownership
thereof. 




          The Trustee may authenticate any
such substituted Debenture and deliver the same upon the written request or
authorization of any officer of the Company.  Upon the issuance of any
substituted Debenture, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses connected therewith. In case any Debenture which
has matured or is about to mature or has been called for redemption in full
shall become mutilated or be destroyed, lost or stolen, the Company may, instead
of issuing a substitute Debenture, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debenture) if the
applicant for such payment shall furnish to the Company and the Trustee such
security or indemnity as may be required by them to save each of them harmless
and, in case of destruction, loss or theft, evidence satisfactory to the Company
and to the Trustee of the destruction, loss or theft of such Debenture and of
the ownership thereof. 




          Every substituted Debenture issued
pursuant to the provisions of this Section 2.6 by virtue of the fact that any
such Debenture is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Debenture shall be found at any time, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Debentures duly issued hereunder.  All Debentures shall be held and owned
upon the express condition that, to the extent permitted by applicable law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Debentures and shall preclude any and all
other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender. 




          Section 2.7.
     Temporary
Debentures. Pending the
preparation of definitive Debentures, the Company may execute and the Trustee
shall authenticate and make available for delivery temporary Debentures that are
typed, printed or lithographed. Temporary Debentures shall be issuable in any
authorized denomination, and substantially in the form of the definitive
Debentures in lieu of which they are issued but with such omissions, insertions
and variations as may be appropriate for temporary Debentures, all as may be
determined by the Company.  Every such temporary Debenture shall be
executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Debentures.  Without unreasonable delay the Company will
execute and deliver to the Trustee or the Authenticating Agent 




12














definitive Debentures and thereupon any or all temporary Debentures may be
surrendered in exchange therefor, at the principal corporate trust office of the
Trustee or at any office or agency maintained by the Company for such purpose as
provided in Section 3.2, and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange for such temporary
Debentures a like aggregate principal amount of such definitive
Debentures.  Such exchange shall be made by the Company at its own expense
and without any charge therefor except that in case of any such exchange
involving a registration of transfer the Company may require payment of a sum
sufficient to cover any tax, fee or other governmental charge that may be
imposed in relation thereto.  Until so exchanged, the temporary Debentures
shall in all respects be entitled to the same benefits under this Indenture as
definitive Debentures authenticated and delivered hereunder.




          Section
2.8.      Payment of Interest and Additional
Interest. Interest at the Interest Rate and any Additional Interest on any Debenture
that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Debentures shall be paid to the Person
in whose name said Debenture (or one or more Predecessor Securities) is registered at the close of business on the regular record
date for such interest installment except that interest and any Additional Interest payable on the Maturity Date shall be paid to the
Person to whom principal is paid. 




          Each Debenture shall bear
interest for the period beginning on (and including) the date of original
issuance and ending on (but excluding) the Interest Payment Date in December
2010 at a rate per annum of 6.14%, and shall bear interest for each successive
Distribution Period beginning on or after the Interest Payment Date in December
2010 at a rate per annum equal to the 3-Month LIBOR, determined as described in
Section 2.10, plus 1.44% (the “Coupon Rate”), applied to the
principal amount thereof, until the principal thereof becomes due and payable,
and on any overdue principal and to the extent that payment of such interest is
enforceable under applicable law (without duplication) on any overdue
installment of interest (including Additional Interest) at the Interest Rate in
effect for each applicable period compounded quarterly.  Interest shall be
payable (subject to any relevant Extension Period) quarterly in arrears on each
Interest Payment Date with the first installment of interest to be paid on the
Interest Payment Date in December 2005. 




          Any interest on any Debenture,
including Additional Interest, that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein
called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular
record date by virtue of having been such holder; and such Defaulted Interest shall be paid by the Company to the Persons in whose
names such Debentures (or their respective Predecessor Securities) are registered at the close of business on a special record date
for the payment of such Defaulted Interest, which shall be fixed in the following manner: the Company shall notify the Trustee in
writing at least 25 days prior to the date of the proposed payment of the amount of Defaulted Interest proposed to be paid on each
such Debenture and the date of the proposed payment, and at the same time the Company shall deposit with



the Trustee an amount of money equal to the aggregate amount proposed to be paid
in respect of such Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when deposited to be held in trust for the benefit of the Persons entitled
to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which
shall not be more than 15 nor less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment.  The Trustee shall promptly notify the
Company of such special record date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such Defaulted Interest
and the special record date therefor to be mailed, first class postage prepaid,
to each Securityholder at its address as it appears in the Debenture Register,
not less than 10 days prior to such special record date.  Notice of the
proposed payment of such Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Debentures (or their respective Predecessor
Securities) are registered on such special record date and shall be no longer
payable.




13












          The Company may make payment of any
Defaulted Interest on any Debentures in any other lawful manner after notice given by the Company to the Trustee of the proposed
payment method; provided, however, the Trustee in its sole discretion deems such payment method to be practical.





          Any interest (including Additional
Interest) scheduled to become payable on an Interest Payment Date occurring during an Extension Period shall not be Defaulted
Interest and shall be payable on such other date as may be specified in the terms of such Debentures. 




          The term “regular record
date” as used in this Section shall mean the close of business on the 15th Business Day preceding the applicable Interest
Payment Date. 




          Subject to the foregoing provisions
of this Section, each Debenture delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any
other Debenture shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Debenture.





          Section
2.9.      Cancellation of Debentures Paid, etc.
All Debentures surrendered for the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to the
Company or any paying agent, be surrendered to the Trustee and promptly canceled by it, or, if surrendered to the Trustee or any
Authenticating Agent, shall be promptly canceled by it, and no Debentures shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Indenture. All Debentures canceled by any Authenticating Agent shall be delivered to the
Trustee.  The Trustee shall destroy all canceled Debentures unless the Company otherwise directs the Trustee in writing. If the
Company shall acquire any of the Debentures, however, such acquisition shall not operate as a redemption or satisfaction of the



indebtedness represented by such Debentures unless and until the same are surrendered to the Trustee for cancellation. 




          Section 2.10.
     Computation of Interest. The amount of
interest payable (i) for any Distribution Period commencing on or after the date
of original issuance but before the Interest Payment Date in December 2010 will
be computed on the basis of a 360-day year of twelve 30-day months, and (ii) for
the Distribution Period commencing on the Interest Payment Date in December 2010
and each succeeding Distribution Period will be calculated by applying the
Interest Rate to the principal amount outstanding at the commencement of the
Distribution Period on the basis of the actual number of days in the
Distribution Period concerned divided by 360.  All percentages resulting
from any calculations on the Debentures will be rounded, if necessary, to the
nearest one hundred-thousandth of a percentage point, with five one-millionths
of a percentage point rounded upward (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655), and all dollar amounts used in or resulting
from such calculation will be rounded to the nearest cent (with one-half cent
being rounded upward)).





          (a)
          “3-Month LIBOR” means the London interbank offered
interest rate for three-month, U.S. dollar deposits determined by the Trustee in the following order of priority: 


 


	

   
 	

  

          (1)          
the rate (expressed as a percentage per annum) for U.S. dollar deposits   having a three-month maturity that appears on Telerate Page
3750 as of 11:00   a.m. (London time) on the related Determination Date (as defined below).  “Telerate Page 3750”
means the display   designated as “Page 3750” on the Moneyline Telerate Service or such other   page as may replace Page
3750 on that service or such other service or   services as may be nominated by the British Bankers’ Association as the
information vendor for the purpose of displaying London interbank offered   rates for U.S. dollar deposits;
  





14









	

   
 	

  

          (2)          
if such rate cannot be identified on the related Determination Date, the   Trustee will request the principal London offices of four
leading banks in   the London interbank market to provide such banks’ offered quotations   (expressed as percentages per annum)
to prime banks in the London interbank   market for U.S. dollar deposits having a three-month maturity as of 11:00   a.m. (London
time) on such Determination Date.  If at least two quotations are provided, 3-Month LIBOR will be   the arithmetic mean of such
quotations;
  
	 	 
	 	 
	

   
 	

   
 
	

   
 	

  

          (3)
          if fewer than two   such quotations are provided as requested in clause
(2) above, the Trustee   will request four major New York City banks to provide such banks’ offered   quotations (expressed as
percentages per annum) to leading European banks for   loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination
Date.  If at least two such quotations   are provided, 3-Month LIBOR will be the arithmetic mean of such quotations;
and
  
	

   
 	

   
 
	

   
 	

  

          (4)
          if fewer than two   such quotations are provided as requested in clause
(3) above, 3-Month LIBOR   will be a 3-Month LIBOR determined with respect to the Distribution Period   immediately preceding such
current Distribution Period.
  
	

   
 	

   
 





          If the rate for U.S. dollar
deposits having a three-month maturity that initially appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the related
Determination Date is superseded on the Telerate Page 3750 by a corrected rate by 12:00 noon (London time) on such Determination
Date, then the corrected rate as so substituted on the applicable page will be the applicable 3-Month LIBOR for such Determination
Date. 




          (b)
          The Interest Rate for any Distribution Period will at no time be higher
than the maximum rate then permitted by New York law as the same may be modified by United States law. 




          (c)
          “Determination Date” means the date that is two London
Banking Days (i.e., a business day in which dealings in deposits in U.S. dollars are transacted in the London interbank market)
preceding the particular Distribution Period for which a Coupon Rate is being determined. 




          (d)          
The Trustee shall notify the Company, the Institutional Trustee and any
securities exchange or interdealer quotation system on which the Capital
Securities are listed, of the Coupon Rate and the Determination Date for each
Distribution Period, in each case as soon as practicable after the determination
thereof but in no event later than the thirtieth (30th) day of the relevant
Distribution Period. Failure to notify the Company, the Institutional Trustee or
any securities exchange or interdealer quotation system, or any defect in said
notice, shall not affect the obligation of the Company to make payment on the
Debentures at the applicable Coupon Rate.  Any error in the calculation of
the Coupon Rate by the Trustee may be corrected at any time by notice delivered
as above provided.  Upon the request of a holder of a Debenture, the
Trustee shall provide the Coupon Rate then in effect and, if determined, the
Coupon Rate for the next Distribution Period. 




          (e)          
Subject to the corrective rights set forth above, all certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of the provisions relating to the payment and
calculation of interest on the Debentures and distributions on the Capital Securities by the Trustee or the Institutional Trustee
will (in the absence of willful default, bad faith and manifest error) be final, conclusive and binding on the Trust, the Company and
all of the holders of the Debentures and the Capital Securities, and no liability shall (in the absence of willful default, bad faith
or manifest error) attach to the Trustee or the Institutional Trustee in connection with the exercise or non-exercise by either of
them or their respective powers, duties and discretion. 




          Section 2.11.
     Extension of Interest Payment Period. So long as no
Acceleration Event of Default has occurred and is continuing, the Company shall have the right, from time to time, and without





15












causing an Event of Default, to defer payments of interest on the Debentures by extending the
interest payment period on the Debentures at any time and from time to time
during the term of the Debentures, for up to 20 consecutive quarterly periods
(each such extended interest payment period, an “Extension
Period”), during which Extension Period no interest (including
Additional Interest) shall be due and payable (except any Additional Sums that
may be due and payable).  No Extension Period may end on a date other than
an Interest Payment Date.  During an Extension Period, interest will
continue to accrue on the Debentures, and interest on such accrued interest will
accrue at an annual rate equal to the Interest Rate in effect for such Extension
Period, compounded quarterly from the date such interest would have been payable
were it not for the Extension Period, to the extent permitted by law (such
interest referred to herein as “Additional Interest”). At the
end of any such Extension Period the Company shall pay all interest then accrued
and unpaid on the Debentures (together with Additional Interest thereon);
provided, however, that no Extension Period may extend beyond the
Maturity Date; provided further, however, that during any
such Extension Period, the Company shall not and shall not permit any Affiliate
to (i) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of the
Company’s or such Affiliate’s capital stock (other than payments of
dividends or distributions to the Company) or make any guarantee payments with
respect to the foregoing or (ii) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company or any Affiliate that rank pari passu in all respects with or
junior in interest to the Debentures (other than, with respect to clauses (i) or
(ii) above, (a) repurchases, redemptions or other acquisitions of shares of
capital stock of the Company in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of one or more
employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the
issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Extension Period, (b) as a
result of any exchange or conversion of any class or series of the
Company’s capital stock (or any capital stock of a subsidiary of the
Company) for any class or series of the Company’s capital stock or of any
class or series of the Company’s indebtedness for any class or series of
the Company’s capital stock, (c) the purchase of fractional interests in
shares of the Company’s capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any
stockholders’ rights plan, or the issuance of rights, stock or other
property under any stockholders’ rights plan, or the redemption or
repurchase of rights pursuant thereto, (e) any dividend in the form of stock,
warrants, options or other rights where the dividend stock or the stock issuable
upon exercise of such warrants, options or other rights is the same stock as
that on which the dividend is being paid or ranks pari passu with or
junior to such stock and any cash payments in lieu of fractional shares issued
in connection therewith, or (f) payments under the Capital Securities
Guarantee).  Prior to the termination of any Extension Period, the Company
may further extend such period, provided that such period together with all such
previous and further consecutive extensions thereof shall



not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date.
Upon the termination of any Extension Period and upon the payment of all accrued
and unpaid interest and Additional Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements.  No interest or
Additional Interest shall be due and payable during an Extension Period, except
at the end thereof, but each installment of interest that would otherwise have
been due and payable during such Extension Period shall bear Additional Interest
to the extent permitted by applicable law.  The Company must give the
Trustee notice of its election to begin or extend an Extension Period by the
close of business at least 15 Business Days prior to the Interest Payment Date
with respect to which interest on the Debentures would have been payable except
for the election to begin or extend such Extension Period.  The Trustee
shall give notice of the Company’s election to begin a new Extension Period
to the Securityholders. 




          Section 2.12.
     CUSIP Numbers. The Company in issuing the Debentures may use “CUSIP” numbers
(if then generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of 




16












redemption as a convenience to Securityholders; provided, however, that any such notice may
state that no representation is made as to the correctness of such numbers either as printed on the Debentures or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Debentures, and any
such redemption shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the
Trustee in writing of any change in the CUSIP numbers. 




ARTICLE III. 
 PARTICULAR COVENANTS OF THE COMPANY




          Section 3.1.
     Payment of Principal, Premium and Interest; Agreed Treatment of the Debentures. 




          (a)
          The Company
covenants and agrees that it will duly and punctually pay or cause to be paid
the principal of and premium, if any, and interest and any Additional Interest
and other payments on the Debentures at the place, at the respective times and
in the manner provided in this Indenture and the Debentures. Each installment of
interest on the Debentures may be paid (i) by mailing checks for such interest
payable to the order of the holders of Debentures entitled thereto as they
appear on the registry books of the Company if a request for a wire transfer has
not been received by the Company or (ii) by wire transfer to any account with a
banking institution located in the United States designated in writing by such
Person to the paying agent no later than the related record date. 
Notwithstanding the foregoing, so long as the holder of this Debenture is the
Institutional Trustee, the payment of the principal of and interest on this
Debenture will be made in immediately available funds at such place and to such
account as may be designated by the Institutional Trustee. 




          (b)
          The Company will treat the Debentures as indebtedness, and the amounts
payable in respect of the principal amount of such Debentures as interest, for all United States federal income tax purposes. All
payments in respect of such Debentures will be made free and clear of United States withholding tax to any beneficial owner thereof
that has provided an Internal Revenue Service Form W8 BEN (or any substitute or successor form) establishing its non-United States
status for United States federal income tax purposes. 




          (c)
          As of the date of this Indenture, the Company has no present intention to
exercise its right under Section 2.11 to defer payments of interest on the Debentures by commencing an Extension Period. 




          (d)
          As of the date of this Indenture, the Company believes that the
likelihood that it would exercise its right under Section 2.11 to defer payments of interest on the Debentures by commencing an
Extension Period at any time during which the Debentures are outstanding is remote because of the restrictions that would be imposed
on the Company’s ability to declare or pay dividends or distributions on, or to redeem, purchase or make a liquidation payment
with respect to, any of its outstanding equity and on the Company’s ability to make any payments of principal of or interest on,
or repurchase or redeem, any of its debt securities that rank pari passu in all respects with (or junior in interest to) the
Debentures. 




          Section 3.2.
     Offices for Notices and Payments, etc. So long as any of the Debentures remain outstanding,
the Company will maintain in Wilmington, Delaware, an office or agency where the Debentures may be presented for payment, an office
or agency where the Debentures may be presented for registration of transfer and for exchange as in this Indenture provided and an
office or agency where notices and demands to or upon the Company in respect of the Debentures or of this Indenture may be served.
The Company will give to the Trustee written notice of the location of any such office or agency and of any change of location
thereof.  Until otherwise designated from time to time by the Company in a notice to the Trustee, or specified as contemplated
by Section 2.5, such office or agency for all of the 




17












above purposes shall be the office or agency of the Trustee.  In case the Company shall
fail to maintain any such office or agency in Wilmington, Delaware, or shall fail to give such notice of the location or of any
change in the location thereof, presentations and demands may be made and notices may be served at the Principal Office of the
Trustee. 




          In addition to any such office or
agency, the Company may from time to time designate one or more offices or agencies outside Wilmington, Delaware, where the
Debentures may be presented for registration of transfer and for exchange in the manner provided in this Indenture, and the Company
may from time to time rescind such designation, as the Company may deem desirable or expedient; provided, however, that
no such designation or rescission shall in any manner relieve the Company of its obligation to maintain any such office or agency in
Wilmington, Delaware, for the purposes above mentioned. The Company will give to the Trustee prompt written notice of any such
designation or rescission thereof. 




          Section
3.3.      Appointments to Fill Vacancies in Trustee’s
Office. The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 6.9, a Trustee, so that there shall at all times be a Trustee hereunder.





          Section
3.4.      Provision as to Paying Agent. 




          (a)
          If the Company shall appoint a paying agent other than the Trustee, it
will cause such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provision of this Section 3.4, 




	

   
 	

  (1)           that   it will hold all
sums held by it as such agent for the payment of the   principal of and premium, if any, or interest, if any, on the Debentures
(whether such sums have been paid to it by the Company or by any other   obligor on the Debentures) in trust for the benefit of the
holders of the   Debentures;
  
	

   
 	

   
 
	

   
 	

  

(2)           that   it will give the Trustee
prompt written notice of any failure by the Company   (or by any other obligor on the Debentures) to make any payment of the
principal of and premium, if any, or interest, if any, on the Debentures when   the same shall be due and payable; and


	

   
 	

   
 
	

   
 	

  

(3)           that   it will, at any time
during the continuance of any Event of Default, upon the   written request of the Trustee, forthwith pay to the Trustee all sums so
held   in trust by such paying agent.
  
	

   
 	

   
 







          (b)
          If the Company shall act as its own paying agent, it will, on or before
each due date of the principal of and premium, if any, or interest or other payments, if any, on the Debentures, set aside, segregate
and hold in trust for the benefit of the holders of the Debentures a sum sufficient to pay such principal, premium, interest or other
payments so becoming due and will notify the Trustee in writing of any failure to take such action and of any failure by the Company
(or by any other obligor under the Debentures) to make any payment of the principal of and premium, if any, or interest or other
payments, if any, on the Debentures when the same shall become due and payable. 




          Whenever the Company shall have
one or more paying agents for the Debentures, it will, on or prior to each due date of the principal of and premium, if any, or
interest, if any, on the Debentures, deposit with a paying agent a sum sufficient to pay the principal, premium, interest or other
payments so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless such paying agent
is the Trustee) the Company shall promptly notify the Trustee in writing of its action or failure to act. 




18












          
(c)           Anything in this Section 3.4 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and discharge with respect to the Debentures, or for any other
reason, pay, or direct any paying agent to pay to the Trustee all sums held in trust by the Company or any such paying agent, such
sums to be held by the Trustee upon the trusts herein contained. 




          (d)          
Anything in this Section 3.4 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section 3.4 is
subject to Sections 12.3 and 12.4. 




          Section
3.5.      Certificate to Trustee. The Company will deliver to the Trustee on or before 120
days after the end of each fiscal year, so long as Debentures are outstanding hereunder, a Certificate stating that in the course of
the performance by the signers of their duties as officers of the Company they would normally have knowledge of any default during
such fiscal year by the Company in the performance of any covenants contained herein, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the signers have knowledge and the nature and status
thereof.  A form of this Certificate is attached hereto as Exhibit B. 




          Section
3.6.      Additional Sums. If and for so long as
the Trust is the holder of all Debentures and the Trust is required to pay any additional taxes (including withholding taxes),
duties, assessments or other governmental charges as a result of a Tax Event, the Company will pay such additional amounts
(“Additional Sums”) on the Debentures as shall be required so that the net amounts received and retained by the
Trust after paying taxes (including withholding taxes), duties, assessments or other governmental charges will be equal to the
amounts the Trust would have received if no such taxes, duties, assessments or other governmental charges had been imposed. 
Whenever in this Indenture or the Debentures there is a reference in any context to the payment of principal of or interest on the
Debentures,



 such mention shall be deemed to include mention of payments of the Additional Sums provided for in this paragraph to the extent
that, in such context, Additional Sums are, were or would be payable in respect thereof pursuant to the provisions of this paragraph
and express mention of the payment of Additional Sums (if applicable) in any provisions hereof shall not be construed as excluding
Additional Sums in those provisions hereof where such express mention is not made; provided, however, that the deferral
of the payment of interest during an Extension Period pursuant to Section 2.11 shall not defer the payment of any Additional Sums
that may be due and payable. 




          Section
3.7.       Compliance with Consolidation
Provisions. The Company will not, while any of the Debentures remain outstanding,
consolidate with, or merge into, or merge into itself, or sell or convey all or substantially all of its property to any other Person
unless the provisions of Article XI hereof are complied with. 





          Section
3.8.       Limitation on Dividends. If
Debentures are initially issued to the Trust or a trustee of such Trust in
connection with the issuance of Trust Securities by the Trust (regardless of
whether Debentures continue to be held by such Trust) and (i) there shall have
occurred and be continuing an Event of Default, (ii) the Company shall be in
default with respect to its payment of any obligations under the Capital
Securities Guarantee, or (iii) the Company shall have given notice of its
election to defer payments of interest on the Debentures by extending the
interest payment period as provided herein and such period, or any extension
thereof, shall be continuing, then the Company shall not, and shall not allow
any Affiliate of the Company to, (x) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company’s capital stock or its Affiliates’
capital stock (other than payments of dividends or distributions to the Company)
or make any guarantee payments with respect to the foregoing or (y) make any
payment of principal of or interest or premium, if any, on or repay, repurchase
or redeem any debt securities of the Company or any Affiliate that rank pari
passu in all respects with or junior in interest to the Debentures (other
than, with respect to clauses (x) and (y) above,  (1) repurchases,
redemptions or other acquisitions of shares of capital stock of 





19












the Company in connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of one or more employees, officers,
directors or consultants, in connection with a dividend reinvestment or
stockholder stock purchase plan or in connection with the issuance of capital
stock of the Company (or securities convertible into or exercisable for such
capital stock) as consideration in an acquisition transaction entered into prior
to the applicable Extension Period, if any, (2) as a result of any exchange or
conversion of any class or series of the Company’s capital stock (or any
capital stock of a subsidiary of the Company) for any class or series of the
Company’s capital stock or of any class or series of the Company’s
indebtedness for any class or series of the Company’s capital stock, (3)
the purchase of fractional interests in shares of the Company’s capital
stock pursuant to the conversion or exchange provisions of such capital stock or
the security being converted or exchanged, (4) any declaration of a dividend in
connection with any stockholders’ rights plan, or the issuance of rights,
stock or other property under any stockholders’ rights plan, or the
redemption or repurchase of rights pursuant thereto, (5) any dividend in the
form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the
same stock as that on which the dividend is being paid or ranks pari
passu with or junior to such stock and any cash payments in lieu of
fractional shares issued in connection therewith, or (6) payments under the
Capital Securities Guarantee). 




          Section
3.9.     Covenants as to the Trust. For so long as the
Trust Securities remain outstanding, the Company shall maintain 100% ownership of the Common Securities; provided,
however, that any permitted successor of the Company under this Indenture may succeed to the Company’s ownership of such
Common Securities.  The Company, as owner of the Common Securities, shall,
except in connection with a distribution of Debentures to the holders of Trust
Securities in liquidation of the Trust, the redemption of all of the Trust
Securities or certain mergers, consolidations or amalgamations, each as
permitted by the Declaration, cause the Trust  (a) to remain a statutory
trust, (b) to otherwise continue to be classified as a grantor trust for United
States federal income tax purposes, and (c) to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Debentures. 




          Section
3.10.     Additional Junior Indebtedness. The Company
shall not, and it shall not cause or permit any Subsidiary of the Company to, incur, issue or be obligated on any Additional Junior
Indebtedness, either directly or indirectly, by way of guarantee, suretyship or otherwise, other than Additional Junior Indebtedness
(i) that, by its terms, is expressly stated to be either junior and subordinate or pari passu in all respects to the
Debentures, and (ii) of which the Company has notified (and, if then required under the applicable guidelines of the regulating
entity, has received approval from) the Federal Reserve, if the Company is a bank holding company, or the OTS, if the Company is a
savings and loan holding company. 




ARTICLE IV. 
 SECURITYHOLDERS’ LISTS AND REPORTS
 BY THE COMPANY AND THE
TRUSTEE




          Section
4.1.     Securityholders’ Lists. The Company
covenants and agrees that it will furnish or cause to be furnished to the Trustee: 




          (a)
          on each regular record date for the Debentures, a list, in such form as
the Trustee may reasonably require, of the names and addresses of the Securityholders of the Debentures as of such record date; and





          (b)
          at such other times as the Trustee may request in writing, within 30 days
after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to
the time such list is furnished; except that no such lists need be furnished under this Section 4.1 so long as the Trustee is in
possession thereof by reason of its acting as Debenture registrar.




20












          Section
4.2.     Preservation and Disclosure of Lists.





          (a)
          The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the holders of Debentures (1) contained in the most recent list
furnished to it as provided in Section 4.1 or (2) received by it in the capacity of Debentures registrar (if so acting)
hereunder.  The Trustee may destroy any list furnished to it as provided in Section 4.1 upon receipt of a new list so furnished.





          (b)
          In case three or more holders of Debentures (hereinafter referred to as
“applicants”) apply in writing to the Trustee and furnish to the Trustee reasonable proof that each such applicant has
owned a Debenture for a period of at least 6 months preceding the date of such application, and such application states that the
applicants desire to communicate with other holders of Debentures with respect to their rights under this Indenture or under such
Debentures and is accompanied by a copy of the form of proxy or other communication which such applicants propose to transmit, then
the Trustee shall within 5 Business Days after the receipt of such application, at its election, either: 


	

   
 	

  (1)           afford such applicants
access to the information preserved at the time by the Trustee in accordance with the provisions of subsection (a) of this Section
4.2, or
 
	 	 
	

   
 	

  (2)             inform such   applicants
as to the approximate number of holders of Debentures whose names   and addresses appear in the information preserved at the time by
the Trustee   in accordance with the provisions of subsection (a) of this Section 4.2, and   as to the approximate cost of mailing to
such Securityholders the form of   proxy or other communication, if any, specified in such application.
  
	

   
 	

   
 







          If the Trustee shall elect not to
afford such applicants access to such information, the Trustee shall, upon the
written request of such applicants, mail to each Securityholder whose name and
address appear in the information preserved at the time by the Trustee in
accordance with the provisions of subsection (a) of this Section 4.2 a copy of
the form of proxy or other communication which is specified in such request with
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of
mailing, unless within five days after such tender, the Trustee shall mail to
such applicants and file with the Securities and Exchange Commission, if
permitted or required by applicable law, together with a copy of the material to
be mailed, a written statement to the effect that, in the opinion of the
Trustee, such mailing would be contrary to the best interests of the holders of
all Debentures, as the case may be, or would be in violation of applicable law.
Such written statement shall specify the basis of such opinion.  If said
Commission, as permitted or required by applicable law, after opportunity for a
hearing upon the objections specified in the written statement so filed, shall
enter an order refusing to sustain any of such objections or if, after the entry
of an order sustaining one or more of such objections, said Commission shall
find, after notice and opportunity for hearing, that all the objections so
sustained have been met and shall enter an order so declaring, the Trustee shall
mail copies of such material to all such Securityholders with reasonable
promptness after the entry of such order and the renewal of such tender;
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application. 




          (c)          
Each and every holder of Debentures, by receiving and holding the same, agrees with the Company and the Trustee that neither the
Company nor the Trustee nor any paying agent shall be held accountable by reason of the disclosure of any such information as to the
names and addresses of the holders of Debentures in accordance with the provisions of subsection (b) of this Section 4.2, regardless
of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).




21












ARTICLE V.
 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
 UPON AN EVENT OF
DEFAULT




          Section
5.1.     Events of Default. “Event of
Default,” wherever used herein, means any one of the following events (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): 




          (a)
          the Company defaults in the payment of any interest upon any Debenture,
including any Additional Interest in respect thereof, following the nonpayment of any such interest for twenty or more consecutive
Distribution Periods; or 




          (b)
          the Company defaults in the payment of all or any part of the principal
of (or premium, if any, on) any Debentures as and when the same shall become due and payable either at maturity, upon redemption, by
declaration of acceleration or otherwise; or 




          (c)
          the Company defaults in the performance of, or breaches, any of its
covenants or agreements in this Indenture or in the terms of the Debentures established as contemplated in this Indenture (other than
a covenant or agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and
continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the
outstanding Debentures, 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 




          (d)
          a court of competent jurisdiction shall enter a decree or order for
relief in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency, reorganization or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar
official) of the Company or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and
such decree or order shall remain unstayed and in effect for a period of 90 consecutive days; or 




          (e)
          the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency, reorganization or other similar law now or hereafter in effect, shall consent to the entry of an order for
relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or of any substantial part of its
property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become
due; or 




          (f)
          the Trust shall have voluntarily or involuntarily liquidated, dissolved,
wound-up its business or otherwise terminated its existence except in connection with (i) the distribution of the Debentures to
holders of such Trust Securities in liquidation of their interests in the Trust, (ii) the redemption of all of the outstanding Trust
Securities or (iii) certain mergers, consolidations or amalgamations, each as permitted by the Declaration. 




          If an Acceleration Event of Default
occurs and is continuing with respect to the Debentures, then, and in each and every such case, unless the principal of the
Debentures shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal
amount of the 




22












Debentures then outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Securityholders), may declare the entire principal of the Debentures
and the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due and
payable.  If an Event of Default under Section 5.1(b) or (c) occurs and is
continuing with respect to the Debentures, then, and in each and every such
case, unless the principal of the Debentures shall have already become due and
payable, either the Trustee or the holders of not less than 25% in aggregate
principal amount of the Debentures then outstanding hereunder, by notice in
writing to the Company (and to the Trustee if given by Securityholders), may
proceed to remedy the default or breach thereunder by such appropriate judicial
proceedings as the Trustee or such holders shall deem most effectual to remedy
the defaulted covenant or enforce the provisions of this Indenture so breached,
either by suit in equity or by action at law, for damages or otherwise.





          The foregoing provisions, however,
are subject to the condition that if, at any time after the principal of the
Debentures shall have been so declared due and payable, and before any judgment
or decree for the payment of the moneys due shall have been obtained or entered
as hereinafter provided, (i) the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Debentures and the principal of and premium, if any, on the Debentures which
shall have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and Additional Interest) and such amount as shall
be sufficient to cover reasonable compensation to the Trustee and each
predecessor Trustee, their respective agents, attorneys and counsel, and all
other amounts due to the Trustee pursuant to Section 6.6, if any, and (ii) all
Events of Default under this Indenture, other than the non-payment of the
principal of or premium, if any, on Debentures which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein -- then and in every such case the holders of a majority in aggregate
principal amount of the Debentures then outstanding, by written notice to the
Company and to the Trustee, may waive all defaults and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon. 




          In case the Trustee shall have
proceeded to enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case
the Company, the Trustee and the holders of the Debentures shall be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company, the Trustee and the holders of the Debentures shall continue as though
no such proceeding had been taken. 




          Section
5.2.      Payment of Debentures on Default;
Suit Therefor. The Company covenants that upon the
occurrence of an Event of Default pursuant to Section 5.1(a) or (b) then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Debentures the whole amount that then shall have become due
and payable on all Debentures for principal and premium, if any, or interest, or
both, as the case may be, with Additional Interest accrued on the Debentures (to
the extent that payment of such interest is enforceable under applicable law
and, if the Debentures are held by the Trust or a trustee of such Trust, without
duplication of any other amounts paid by the Trust or a trustee in respect
thereof); and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including a reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any other
amounts due to the Trustee under Section 6.6.  In case the Company shall
fail forthwith to pay such amounts upon such demand, the Trustee, in its own
name and as trustee of an express trust, shall be entitled and empowered to
institute any actions or proceedings at law or in equity for the collection of
the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree
against the Company or any other obligor on such Debentures and collect in the
manner provided by law out of the property of the Company or any other obligor
on such Debentures wherever situated the moneys adjudged or decreed to be
payable.  




23












          In case there shall be pending
proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the Debentures under Bankruptcy Law,
or in case a receiver or trustee shall have been appointed for the property of the Company or such other obligor, or in the case of
any other similar judicial proceedings relative to the Company or other obligor upon the Debentures, or to the creditors or property
of the Company or such other obligor, the Trustee, irrespective of whether the principal of the Debentures shall then be due and
payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 5.2, shall be entitled and empowered, by intervention in such proceedings or
otherwise, 


	

   
 	

  

(i)
  	

  

to file and prove a claim or claims for the whole amount of principal   and interest owing and
unpaid in respect of the Debentures,
  
	

   
 	

   
 	

   
 
	

   
 	

  

(ii)
  	

  

in case of any judicial proceedings, to file such proofs of claim and   other papers or
documents as may be necessary or advisable in order to have   the claims of the Trustee (including any claim for reasonable
compensation to   the Trustee and each predecessor Trustee, and their respective agents,   attorneys and counsel, and for
reimbursement of all other amounts due to the   Trustee under Section 6.6), and of the Securityholders allowed in such   judicial
proceedings relative to the Company or any other obligor on the   Debentures, or to the creditors or property of the Company or such
other   obligor, unless prohibited by applicable law and regulations, to vote on   behalf of the holders of the Debentures in any
election of a trustee or a   standby trustee in arrangement, reorganization, liquidation or other   bankruptcy or insolvency
proceedings or Person performing similar functions   in comparable proceedings,
  
	

   
 	

   
 	

   
 
	

   
 	

  (iii)
  	

  

to collect and receive any moneys or other property payable or   deliverable on any such
claims, and
  
	

   
 	

   
 	

   
 
	

   
 	

  

(iv)
  	

  

to distribute the same after the deduction of its charges and   expenses.
  
	

   
 	

   
 	

   
 







Any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each
of the Securityholders to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such
payments directly to the Securityholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation
to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other amounts due to the Trustee
under Section 6.6. 




          Nothing herein contained shall be
construed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Debentures or the rights of any holder thereof or to authorize
the Trustee to vote in respect of the claim of any Securityholder in any such proceeding. 




          All rights of action and of
asserting claims under this Indenture, or under any of the Debentures, may be enforced by the Trustee without the possession of any
of the Debentures, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the holders of the Debentures. 




          In any proceedings brought by
the Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a
party), the Trustee shall be held to represent all the holders of the Debentures, and it shall not be necessary to make any holders
of the Debentures parties to any such proceedings.




24












          Section
5.3.      Application of Moneys Collected by Trustee. Any moneys
collected by the Trustee pursuant to this Article V shall be applied in the following order, at the date or dates fixed by the
Trustee for the distribution of such moneys, upon presentation of the several Debentures in respect of which moneys have been
collected, and stamping thereon the payment, if only partially paid, and upon surrender thereof if fully paid: 




          First: To the payment of costs and
expenses incurred by, and reasonable fees of, the Trustee, its agents, attorneys and counsel, and of all other amounts due to the
Trustee under Section 6.6; 




          Second: To the payment of all
Senior Indebtedness of the Company if and to the extent required by Article XV; 




          Third: To the payment of the
amounts then due and unpaid upon Debentures for principal (and premium, if any), and interest on the Debentures, in respect of which
or for the benefit of which money has been collected, ratably, without preference or priority of any kind, according to the amounts
due on such Debentures (including Additional Interest); and 




          Fourth: The balance, if any, to the
Company. 




          Section
5.4.      Proceedings by Securityholders. No holder of any Debenture
shall have any right to institute any suit, action or proceeding for any remedy hereunder, unless such holder previously shall have
given to the Trustee written notice of an Event of Default with respect to the Debentures and unless the holders of not less than 25%
in aggregate principal amount of the Debentures then outstanding shall have given the Trustee a written request to institute such
action, suit or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred thereby, and the Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action, suit or proceeding. 




          Notwithstanding any other
provisions in this Indenture, however, the right of any holder of any Debenture to receive payment of the principal of, premium, if
any, and interest, on such Debenture when due, or to institute suit for the enforcement of any such payment, shall not be impaired or
affected without the consent of such holder and by accepting a Debenture hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debenture with every other such taker and holder and the Trustee, that no one or more
holders of Debentures shall have any right in any manner whatsoever by virtue or by availing itself of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other Debentures, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this Indenture, except in the manner herein



 provided and for the equal, ratable and common benefit of all holders of Debentures.  For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity. 


          Section
5.5.      Proceedings by Trustee. In case of an Event of Default
hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either by suit
in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal
or equitable right vested in the Trustee by this Indenture or by law. 


25




















          Section
5.6.     Remedies Cumulative and Continuing; Delay or Omission Not a Waiver. Except as
otherwise provided in Section 2.6, all powers and remedies given by this Article V to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the
holders of the Debentures, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect to the Debentures, and no delay or omission of the
Trustee or of any holder of any of the Debentures to exercise any right, remedy or power accruing upon any Event of Default occurring
and continuing as aforesaid shall impair any such right, remedy or power, or shall be construed to be a waiver of any
such default or an acquiescence therein; and, subject to the provisions of Section 5.4, every power and remedy given by this Article
V or by law to the Trustee or to the Securityholders may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee (in accordance with its duties under Section 6.1) or by the Securityholders. 


          Section
5.7.     Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.
The holders of a majority in aggregate principal amount of the Debentures affected (voting as one class) at the time outstanding
shall have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee with respect to such Debentures; provided, however, that
(subject to the provisions of Section 6.1) the Trustee shall have the right to decline to follow any such direction if the Trustee
shall determine that the action so directed would be unjustly prejudicial to the holders not taking part in such direction or if the
Trustee being advised by counsel determines that the action or proceeding so directed may not lawfully be taken or if a Responsible


Officer of the Trustee shall determine that the action or proceedings so directed would involve the Trustee in personal liability.



          The holders of a majority in
aggregate principal amount of the Debentures at the time outstanding may on behalf of the holders of all of the Debentures waive (or
modify any previously granted waiver of) any past default or Event of Default, and its consequences, except a default (a) in the
payment of principal of, premium, if any, or interest on any of the Debentures, (b) in respect of covenants or provisions hereof
which cannot be modified or amended without the consent of the holder of each Debenture affected, or (c) in respect of the covenants
contained in Section 3.9; provided, however, that if the Debentures are held by the Trust or a trustee of such trust,
such waiver or modification to such waiver shall not be effective until the holders of a majority in Liquidation Amount of Trust
Securities of the Trust shall have consented to such waiver or modification to such waiver, provided,

 further, that
if the consent of the holder of each outstanding Debenture is required, such waiver shall not be effective until each holder of the
Trust Securities of the Trust shall have consented to such waiver.  Upon any such waiver, the default covered thereby shall be
deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Debentures shall be
restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other
default or Event of Default or impair any right consequent thereon.  Whenever any default or Event of Default hereunder shall
have been waived as permitted by this Section, said default or Event of Default shall for all purposes of the Debentures and this
Indenture be deemed to have been cured and to be not continuing. 


          Section
5.8.     Notice of Defaults. The Trustee shall, within 90 days after the actual knowledge
by a Responsible Officer of the Trustee of the occurrence of a default with respect to the Debentures, mail to all Securityholders,
as the names and addresses of such holders appear upon the Debenture Register, notice of all defaults with respect to the Debentures
known to the Trustee, unless such defaults shall have been cured before the giving of such notice (the term “defaults” for
the purpose of this Section 5.8 being hereby defined to be the events specified in clauses (a), (b), (c), (d), (e) and (f) of Section
5.1, not including periods of grace, if any, provided for therein); provided, however, that, except in the case of
default in the payment of the principal of, premium, if any, or interest on any of the Debentures, the Trustee shall be


protected in withholding such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders. 


26









          Section
5.9.     Undertaking to Pay Costs. All parties to this Indenture agree, and each holder of
any Debenture by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it
as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided,
however, that the provisions of this Section 5.9 shall not apply to any suit instituted by the Trustee, to
any suit instituted by any Securityholder, or group of Securityholders, holding in the aggregate more than 10% in principal amount of
the Debentures outstanding, or to any suit instituted by any Securityholder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Debenture against the Company on or after the same shall have become due and payable.



ARTICLE VI. 
 CONCERNING THE TRUSTEE


          Section
6.1.      Duties and Responsibilities of Trustee. With respect to the holders of
Debentures issued hereunder, the Trustee, prior to the occurrence of an Event of Default with respect to the Debentures and after the
curing or waiving of all Events of Default which may have occurred, with respect to the Debentures, undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture, and no implied covenants shall be read into this Indenture
against the Trustee.  In case an Event of Default with respect to the Debentures has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.



          No provision of this Indenture
shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own
willful misconduct, except that: 


          (a)       prior to the occurrence of
an Event of Default with respect to Debentures and after the curing or waiving of all Events of Default which may have occurred


	
   
 	
  
  
	
   
 	
  (1)           the duties and obligations
of the Trustee with respect to Debentures shall be determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable except for the performance of such duties and obligations with respect to the Debentures as are specifically set
forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee,
and
 
	 	 
	
   
 	
  
(2)           in   the absence of bad faith
on the part of the Trustee, the Trustee may   conclusively rely, as to the truth of the statements and the correctness of   the
opinions expressed therein, upon any certificates or opinions furnished   to the Trustee and conforming to the requirements of this
Indenture; but, in   the case of any such certificates or opinions which by any provision hereof   are specifically required to be
furnished to the Trustee, the Trustee shall   be under a duty to examine the same to determine whether or not they conform   to the
requirements of this Indenture;
  



27









          (b)          
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 


          (c)          
the 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 Securityholders pursuant to Section 5.7, relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture. 


          None of the provisions contained in
this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or powers, if there is ground for believing that the
repayment of such funds or liability is not assured to it under the terms of this Indenture or indemnity satisfactory to the Trustee
against such risk is not reasonably assured to it. 


          Section
6.2.     Reliance on Documents, Opinions, etc.   Except as otherwise provided in
Section 6.1: 


          (a)          the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, note, debenture 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)          any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the Company; 


          (c)          the
Trustee may consult with counsel of its selection and any advice or Opinion of 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 accordance with such advice or
Opinion of Counsel; 


          (d)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this Indenture, unless such Securityholders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby;



          (e)          the
Trustee shall not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing contained herein shall, however, relieve the Trustee of
the obligation, upon the occurrence of an Event of Default with respect to the Debentures (that has not been cured or waived) to
exercise with respect to Debentures such of the rights and powers vested in it by this Indenture, and to use the same degree of care
and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs;



          (f)          the
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, coupon or other paper or document, unless
requested in writing to do so by the holders of not less than a majority in aggregate principal amount of the outstanding Debentures
affected thereby; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so
proceeding;


28









          
(g)          the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents (including any Authenticating Agent) or attorneys, and the
Trustee shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed by it with due
care; and 


          (h)          with
the exceptions of defaults under Sections 5.1(a) or (b), the Trustee shall not be charged with knowledge of any Default or Event of
Default with respect to the Debentures unless a written notice of such Default or Event of Default shall have been given to the
Trustee by the Company or any other obligor on the Debentures or by any holder of the Debentures. 


          Section
6.3.      No Responsibility for Recitals, etc.  The recitals contained herein and in
the Debentures (except in the certificate of authentication of the Trustee or the Authenticating Agent) shall be taken as the
statements of the Company, and the Trustee and the Authenticating Agent assume no responsibility for the correctness of the
same.  The Trustee and the Authenticating Agent make no representations as to the validity or sufficiency of this Indenture or
of the Debentures.  The Trustee and the Authenticating Agent shall not be accountable for the use or application by the Company
of any Debentures or the proceeds of any Debentures authenticated and delivered by the Trustee or the Authenticating Agent in
conformity with the provisions of this Indenture. 


          Section
6.4.      Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
Debentures. The Trustee or any Authenticating Agent or any paying agent or any transfer agent or any Debenture registrar, in
its individual or any other capacity, may become the owner or pledgee of Debentures with the same rights it would have if it were not
Trustee, Authenticating Agent, paying agent, transfer agent or Debenture registrar. 


          Section
6.5.      Moneys to be Held in Trust.
  Subject to the provisions of Section 12.4, all moneys received by
the Trustee or any paying agent shall, until used or applied as herein provided,
be held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law.  The
Trustee and any paying agent shall be under no liability for interest on any
money received by it hereunder except as otherwise agreed in writing with the
Company. So long as no Event of Default shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by the Chairman of the Board of Directors,
the Chief Executive Officer, the President, a Managing Director, a Vice
President, the Treasurer or an Assistant Treasurer of the Company. 


          Section 6.6.
     Compensation and Expenses of Trustee. The Company covenants and agrees to pay or
reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of
its counsel and of all Persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its
negligence or willful misconduct.  For purposes of clarification, this Section 6.6 does not contemplate the payment by the
Company of acceptance or annual administration fees owing to the Trustee pursuant to the services to be provided by the Trustee under
this Indenture or the fees and expenses of the Trustee’s counsel in connection with the closing of the
transactions contemplated by this Indenture.  The Company also covenants to indemnify each of the Trustee or any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, damage, claim,
liability or expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence or willful
misconduct on the part of the Trustee and arising out of or in connection with the acceptance or administration of this trust,
including the costs and expenses of defending itself against any claim of 


29









liability.  The obligations of the Company under this Section 6.6 to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder.  Such additional indebtedness shall be secured by a lien prior to that of the Debentures upon all
property and funds held or collected by the Trustee as such, except funds held in trust for the benefit of the holders of particular
Debentures. 


          Without prejudice to any other
rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an
Event of Default specified in Section 5.1(d), (e) or (f), the expenses (including the reasonable charges and expenses of its counsel)
and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state
bankruptcy, insolvency or other similar law. 


          The provisions of this Section
shall survive the resignation or removal of the Trustee and the defeasance or other termination of this Indenture. 


          Notwithstanding anything in this
Indenture or any Debenture to the contrary, the Trustee shall have no obligation whatsoever to advance funds to pay any principal of
or interest on or other amounts with respect to the Debentures or otherwise advance funds to or on behalf of the Company. 


          Section
6.7.       Officers’ Certificate as Evidence. Except as otherwise provided in Sections
6.1 and 6.2, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that
a matter be proved or established prior to taking or omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on the part of the Trustee, be
deemed to be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and such certificate, in
the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant to the Trustee for any action taken
or omitted by it under the provisions of this Indenture upon the faith thereof. 


          Section
6.8.       Eligibility of Trustee. The Trustee hereunder shall at all times be a corporation
organized and doing business under the laws of the United States of America or any state or territory thereof or of the District of
Columbia or a corporation or other Person authorized under such laws to exercise corporate trust powers, having (or whose obligations
under this Indenture are guaranteed by an affiliate having) a combined capital and surplus of at least 50 million U.S. dollars
($50,000,000.00) and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 6.8 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth in its most recent records of condition so published.



          The Company may not, nor may any
Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. 


          In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section 6.8, the Trustee shall resign immediately in the manner
and with the effect specified in Section 6.9. 


          If the Trustee has or shall acquire
any “conflicting interest” within the meaning of § 310(b) of the Trust Indenture Act of 1939, the Trustee shall either
eliminate such interest or resign, to the extent and in the manner described by this Indenture. 


30









          Section
6.9.      Resignation or Removal of Trustee 


          (a)
           The Trustee, or any trustee or trustees hereafter appointed, may at any
time resign by giving written notice of such resignation to the Company and by mailing notice thereof, at the Company’s expense,
to the holders of the Debentures at their addresses as they shall appear on the Debenture Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee or trustees by written instrument, in duplicate, executed by
order of its Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation to the affected Securityholders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, or any Securityholder who has been a bona fide holder of a Debenture or
Debentures for at least six months may, subject to the provisions of Section 5.9, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.  Such court may thereupon, after such notice, if
any, as it may deem proper and prescribe, appoint a successor Trustee. 


          (b)       In case at any time any of
the following shall occur -- 

	
   
 	
   (1)           the Trustee shall fail to comply with the provisions of
Section 6.8 after written request therefor by the Company or by any Securityholder who has been a bona fide holder of a Debenture or
Debentures for at least 6 months, or
 
	 
	 

	
   
 	
  (2)           the   Trustee shall cease
to be eligible in accordance with the provisions of   Section 6.8 and shall fail to resign after written request therefor by the
Company or by any such Securityholder, or
  
	
   
 	
   
 
	
   
 	
  
(3)           the   Trustee shall become
incapable of acting, or shall be adjudged as bankrupt or   insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee   or of its property or affairs for the purpose of
rehabilitation, conservation   or liquidation,
  
	 
	 

	
   
 	
  
then, in any such case, the Company may remove the Trustee and   appoint a successor Trustee by
written instrument, in duplicate, executed by   order of the Board of Directors, one copy of which instrument shall be   delivered to
the Trustee so removed and one copy to the successor Trustee,   or, subject to the provisions of Section 5.9, any Securityholder who
has been   a bona fide holder of a Debenture or Debentures for at least 6 months may, on   behalf of himself and all others similarly
situated, petition any court of   competent jurisdiction for the removal of the Trustee and the appointment of   a successor Trustee.
Such court may thereupon, after such notice, if any, as   it may deem proper and prescribe, remove the Trustee and appoint
successor   Trustee.
  




          (c)       Upon prior written notice
to the Company and the Trustee, the holders of a majority in aggregate principal amount of the Debentures at the time outstanding may
at any time remove the Trustee and nominate a successor Trustee, which shall be deemed appointed as successor Trustee unless within
10 Business Days after such nomination the Company objects thereto, in which case, or in the case of a failure by such holders to
nominate a successor Trustee, the Trustee so removed or any Securityholder, upon the terms and conditions and otherwise as in
subsection (a) of this Section 6.9 provided, may petition any court of competent jurisdiction for an appointment of a successor.



          (d)       Any resignation or removal
of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor Trustee as provided in Section 6.10. 


31









          Section
6.10.     Acceptance by Successor Trustee. Any successor Trustee appointed as
provided in Section 6.9 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting
such appointment hereunder, and thereupon the resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to the Debentures of its predecessor hereunder, with like effect as if originally named as Trustee herein;
but, nevertheless, on the written request of the Company or of the successor Trustee, the Trustee ceasing to act shall, upon payment
of any amounts then due it pursuant to the provisions of Section 6.6, execute and deliver an instrument transferring to such
successor
Trustee all the rights and powers of the Trustee so ceasing to act and shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee thereunder.  Upon request of any such successor Trustee, the
Company shall execute any and all instruments in writing for more fully and certainly vesting in and confirming to such successor
Trustee all such rights and powers.  Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of Section 6.6. 


          If a successor Trustee is
appointed, the Company, the retiring Trustee and the successor Trustee shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Trustee with respect to the Debentures as to which the predecessor Trustee is not retiring shall continue to
be vested in the predecessor Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the Trust hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be
Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee. 


          No successor Trustee shall
accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee shall be eligible under
the provisions of Section 6.8. 


          In no event shall a retiring
Trustee be liable for the acts or omissions of any successor Trustee hereunder. 


          Upon acceptance of appointment by a
successor Trustee as provided in this Section 6.10, the Company shall mail notice of the succession of such Trustee hereunder to the
holders of Debentures at their addresses as they shall appear on the Debenture Register.  If the Company fails to mail such
notice within 10 Business Days after the acceptance of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Company. 


          Section
6.11.     Succession by Merger, etc. Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of
the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto; provided such corporation shall be otherwise eligible and qualified under this Article.



          In case at the time such successor
to the Trustee shall succeed to the trusts created by this Indenture any of the Debentures shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such
Debentures so authenticated; and in case at that time any of the Debentures shall not have been authenticated, any successor to the
Trustee may authenticate such Debentures either in the name of any predecessor hereunder or in the name of the successor Trustee; and
in all such cases such certificates shall have the full force which it is anywhere in the Debentures or in this Indenture provided
that the certificate 


32









of the Trustee shall have; provided, however, that the right to adopt the
certificate of authentication of any predecessor Trustee or authenticate Debentures in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or consolidation. 


          Section
6.12.      Authenticating Agents. There may be one or more Authenticating Agents appointed
by the Trustee upon the request of the Company with power to act on its behalf and subject to its direction in the authentication and
delivery of Debentures issued upon exchange or registration of transfer thereof as fully to all intents and purposes as though any
such Authenticating Agent had been expressly authorized to authenticate and deliver Debentures; provided, however, that
the Trustee shall have no liability to the Company for any acts or omissions of the Authenticating Agent with respect to the
authentication and delivery of Debentures.  Any such Authenticating Agent shall at all times be a corporation organized and
doing business under the laws of the United States or of any state or territory thereof or of the District of Columbia
authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of at least $50,000,000.00 and being
subject to supervision or examination by federal, state, territorial or District of Columbia authority.  If such corporation
publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this
Section 6.12 the combined capital and surplus of such corporation 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 an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect herein specified in
this Section. 


          Any corporation into which any
Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger,
consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of any Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, if
such successor corporation is otherwise eligible under this Section 6.12 without the execution or filing of any paper or any further
act on the part of the parties hereto or such Authenticating Agent. 


          Any Authenticating Agent may at
any time resign by giving written notice of resignation to the Trustee and to the Company.  The Trustee may at any time
terminate the agency of any Authenticating Agent with respect to the Debentures by giving written notice of termination to such
Authenticating Agent and to the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case at
any time any Authenticating Agent shall cease to be eligible under this Section 6.12, the Trustee may, and upon the request of the
Company shall, promptly appoint a successor Authenticating Agent eligible under this Section 6.12, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to all holders of Debentures as the names and addresses of such
holders appear on the Debenture Register. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and responsibilities with respect to the Debentures of its
predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. 


          The Company agrees to pay to any
Authenticating Agent from time to time reasonable compensation for its services.  Any Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in accordance with the directions of the Trustee. 


ARTICLE VII. 
 CONCERNING THE SECURITYHOLDERS


          Section
7.1.     Action by Securityholders. Whenever in this Indenture it is provided that the
holders of a specified percentage in aggregate principal amount of the Debentures may take any action (including the making of any
demand or request, the giving of any notice, consent or waiver or the taking 


33









of any other action) the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Securityholders in person or by agent or proxy appointed in writing, or (b) by the record of such holders of
Debentures voting in favor thereof at any meeting of such Securityholders duly called and held in accordance with the provisions of
Article VIII, or (c) by a combination of such instrument or instruments and any such record of such a meeting of such Securityholders
or (d) by any other method the Trustee deems satisfactory. 


          If the Company shall solicit
from the Securityholders any request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the
same, the Company may, at its option, as evidenced by an Officers’ Certificate, fix in advance a record date for such Debentures
for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent, waiver or
other action or revocation of the same, but the Company shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other action or revocation of the same may be given before or
after the record date, but only the Securityholders of record at the close of business on the record date shall be deemed to be
Securityholders for the purposes of determining whether Securityholders of the requisite
proportion of outstanding Debentures have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other action or revocation of the same, and for that purpose the outstanding Debentures shall be computed
as of the record date; provided, however, that no such authorization, agreement or consent by such Securityholders on
the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later
than 6 months after the record date. 


          Section 7.2.
     Proof of Execution by Securityholders. Subject to the provisions of Section 6.1, 6.2 and
8.5, proof of the execution of any instrument by a Securityholder or his agent or proxy shall be sufficient if made in accordance
with such reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.  The ownership of Debentures shall be proved by the Debenture Register or by a certificate of the Debenture
registrar.  The Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.



          The record of any
Securityholders’ meeting shall be proved in the manner provided in Section 8.6. 


          Section
7.3.      Who Are Deemed Absolute Owners. Prior to due presentment for registration of
transfer of any Debenture, the Company, the Trustee, any Authenticating Agent, any paying agent, any transfer agent and any Debenture
registrar may deem the Person in whose name such Debenture shall be registered upon the Debenture Register to be, and may treat him
as, the absolute owner of such Debenture (whether or not such Debenture shall be overdue) for the purpose of receiving payment of or
on account of the principal of, premium, if any, and interest on such Debenture and for all other purposes; and neither the Company
nor the Trustee nor any Authenticating Agent nor any paying agent nor any transfer agent nor any Debenture registrar shall be
affected by any notice to the contrary.  All such payments so made to any holder for the time being or upon his
order shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Debenture. 


           Section 7.4.
     Debentures Owned by Company Deemed Not Outstanding. In determining whether the
holders of the requisite aggregate principal amount of Debentures have concurred in any direction, consent or waiver under this
Indenture, Debentures which are owned by the Company or any other obligor on the Debentures or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Debentures shall
be disregarded and deemed not to be outstanding for the purpose of any such determination; provided, however,


34









 that for the purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Debentures which a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded.  Debentures so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this
Section 7.4 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Debentures and
that the pledgee is not the Company or any such other obligor or Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. 


          Section
7.5.       Revocation of Consents; Future Holders Bound.  At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 7.1, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Debentures specified in this Indenture in connection with such action, any holder (in cases where
no record date has been set pursuant to Section 7.1) or any holder as of an applicable record date (in cases where a record date has
been set pursuant to Section 7.1) of a Debenture (or any Debenture issued in whole or in part in exchange or substitution therefor)
the serial number of which is shown by the evidence to be included in the Debentures the holders of which have consented to such
action may, by filing written notice with the Trustee at the Principal Office of the Trustee and upon proof of holding
as provided in Section 7.2, revoke such action so far as concerns such Debenture (or so far as concerns the principal amount
represented by any exchanged or substituted Debenture). Except as aforesaid any such action taken by the holder of any Debenture
shall be conclusive and binding upon such holder and upon all future holders and owners of such Debenture, and of any Debenture
issued in exchange or substitution therefor or on registration of transfer thereof, irrespective of whether or not any notation in
regard thereto is made upon such Debenture or any Debenture issued in exchange or substitution therefor. 


ARTICLE VIII.
 SECURITYHOLDERS’ MEETINGS


          Section
8.1.      Purposes of Meetings.   A meeting of Securityholders may be
called at any time and from time to time pursuant to the provisions of this Article VIII for any of the following purposes:



          (a)           to
give any notice to the Company or to the Trustee, or to give any directions to the Trustee, or to consent to the waiving of any
default hereunder and its consequences, or to take any other action authorized to be taken by Securityholders pursuant to any of the
provisions of Article V; 


          (b)
          to remove the Trustee and nominate a successor trustee pursuant to the
provisions of Article VI; 


          (c)
          to consent to the execution of an indenture or indentures supplemental
hereto pursuant to the provisions of Section 9.2; or 


          (d)
          to take any other action authorized to be taken by or on behalf of the
holders of any specified aggregate principal amount of such Debentures under any other provision of this Indenture or under
applicable law. 


          Section
8.2.      Call of Meetings by Trustee. The Trustee may at any time call a meeting of
Securityholders to take any action specified in Section 8.1, to be held at such time and at such place as the Trustee shall
determine. Notice of every meeting of the Securityholders, setting forth the time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be mailed to holders of Debentures affected at their addresses as they shall
appear on the Debentures Register and, if the Company is not a holder of Debentures, to the Company.  Such notice shall be
mailed not less than 20 nor more than 180 days prior to the date fixed for the meeting.


35









          Section 8.3.
     Call of Meetings by Company or Securityholders. In case at any time the Company pursuant
to a Board Resolution, or the holders of at least 10% in aggregate principal amount of the Debentures, as the case may be, then
outstanding, shall have requested the Trustee to call a meeting of Securityholders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not have mailed the notice of such meeting within 20
days after receipt of such request, then the Company or such Securityholders may determine the time and the place for such meeting
and may call such meeting to take any action authorized in Section 8.1, by mailing notice thereof as provided in Section 8.2.



          Section 8.4.
     Qualifications for Voting. To be entitled to vote at any meeting of Securityholders a
Person shall (a) be a holder of one or more Debentures with respect to which the meeting is being held or (b) a Person appointed by
an instrument in writing as proxy by a holder of one or more such Debentures.  The only Persons who shall be entitled to be
present or to speak at any meeting of Securityholders shall be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the Company and its counsel. 


          Section 8.5.
     Regulations. Notwithstanding any other provisions of this Indenture, the Trustee may make
such reasonable regulations as it may deem advisable for any meeting of Securityholders, in regard to proof of the holding of
Debentures and of the appointment of proxies, and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the
meeting as it shall think fit. 


          The Trustee shall, by an instrument
in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Company or by
Securityholders as provided in Section 8.3, in which case the Company or the Securityholders calling the meeting, as the case may be,
shall in like manner appoint a temporary chairman.  A permanent chairman and a permanent secretary of the meeting shall be
elected by majority vote of the meeting. 


          Subject to the provisions of
Section 7.4, at any meeting each holder of Debentures with respect to which such meeting is being held or proxy therefor shall be
entitled to one vote for each $1,000.00 principal amount of Debentures held or represented by him; provided, however,
that no vote shall be cast or counted at any meeting in respect of any Debenture challenged as not outstanding and ruled by the
chairman of the meeting to be not outstanding.  The chairman of the meeting shall have no right to vote other than by virtue of
Debentures held by him or instruments in writing as aforesaid duly designating him as the Person to vote on behalf of other
Securityholders.  Any meeting of Securityholders duly called pursuant to the provisions of Section 8.2 or 8.3 may be adjourned
from time to time by a majority of those present, whether or not constituting a quorum, and the meeting may be
held as so adjourned without further notice. 


          Section 8.6.
     Voting. The vote upon any resolution submitted to any meeting of holders of Debentures
with respect to which such meeting is being held shall be by written ballots on which shall be subscribed the signatures of such
holders or of their representatives by proxy and the serial number or numbers of the Debentures held or represented by them. 
The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the meeting their verified written reports in triplicate of
all votes cast at the meeting.  A record in duplicate of the proceedings of each meeting of Securityholders shall be prepared by
the secretary of the meeting and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or more 


36









Persons having knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was mailed as provided in Section 8.2. The record shall show the serial numbers of the Debentures voting in
favor of or against any resolution.  The record shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered to the Company and the other to the Trustee to be preserved by
the Trustee, the latter to have attached thereto the ballots voted at the meeting. 


          Any record so signed and verified
shall be conclusive evidence of the matters therein stated. 


          Section 8.7.
     Quorum; Actions. The Persons entitled to vote a majority in principal amount of the
Debentures then outstanding shall constitute a quorum for a meeting of Securityholders; provided, however, that if any
action is to be taken at such meeting with respect to a consent, waiver, request, demand, notice, authorization, direction or other
action which may be given by the holders of not less than a specified percentage in principal amount of the Debentures then
outstanding, the Persons holding or representing such specified percentage in principal amount of the Debentures then outstanding
will constitute a quorum.  In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Securityholders, be dissolved.  In any other case the meeting may be
adjourned for a period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of
such meeting.  In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the permanent chairman of the meeting prior to the adjournment of such adjourned
meeting.  Notice of the reconvening of any adjourned meeting shall be given as provided in Section 8.2, except that such notice
need be given only once not less than 5 days prior to the date on which the meeting is scheduled to be reconvened.  Notice of
the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the
Debentures then outstanding which shall constitute a quorum. 


          Except as limited by the
provisos in the first paragraph of Section 9.2, any resolution presented to a meeting or adjourned meeting duly reconvened at which a
quorum is present as aforesaid may be adopted by the affirmative vote of the holders of a majority in principal amount of the
Debentures then outstanding; provided, however, that, except as limited by the provisos in the first paragraph of
Section 9.2, any resolution with respect to any consent, waiver, request, demand, notice, authorization, direction or other action
which this Indenture expressly provides may be given by the holders of not less than a specified percentage in principal amount of
the Debentures then outstanding may be adopted at a meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid only by the affirmative vote of the holders of a not less than such specified percentage in
principal amount of the Debentures then outstanding. 


          Any resolution passed or decision
taken at any meeting of holders of Debentures duly held in accordance with this Section shall be binding on all the Securityholders,
whether or not present or represented at the meeting. 


ARTICLE IX.
 SUPPLEMENTAL INDENTURES


          Section
9.1.      Supplemental Indentures without Consent of Securityholders. The Company, when
authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures
supplemental hereto, without the consent of the Securityholders, for one or more of the following purposes: 


37









          (a)          to
evidence the succession of another Person to the Company, or successive successions, and the assumption by the successor Person of
the covenants, agreements and obligations of the Company, pursuant to Article XI hereof; 


          (b)
          to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the holders of Debentures as the Board of Directors shall consider to be for the
protection of the holders of such Debentures, and to make the occurrence, or the occurrence and continuance, of a default in any of
such additional covenants, restrictions or conditions a default or an Event of Default permitting the enforcement of all or any of
the several remedies provided in this Indenture as herein set forth; provided, however, that in respect of any such
additional covenant restriction or condition such supplemental indenture may provide for a particular period of grace after default
(which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement
upon such default or may limit the remedies available to the Trustee upon such default; 


          (c)
          to cure any ambiguity or to correct or supplement any provision contained
herein or in any supplemental indenture which may be defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or questions arising under this Indenture;
provided that any such action shall not materially adversely affect the interests of the holders of the Debentures; 


          (d)
          to add to, delete from, or revise the terms of Debentures, including,
without limitation, any terms relating to the issuance, exchange, registration or transfer of Debentures, including to provide for
transfer procedures and restrictions substantially similar to those applicable to the Capital Securities as required by Section 2.5
(for purposes of assuring that no registration of Debentures is required under the Securities Act); provided, however,
that any such action shall not adversely affect the interests of the holders of the Debentures then outstanding (it being understood,
for purposes of this proviso, that transfer restrictions on Debentures substantially similar to those that were applicable to Capital
Securities shall not be deemed to materially adversely affect the holders of the Debentures); 


          (e)
          to evidence and provide for the acceptance of appointment hereunder by a
successor Trustee with respect to the Debentures and to add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee; 


          (f)
          to make any change (other than as elsewhere provided in this paragraph)
that does not adversely affect the rights of any Securityholder in any material respect; or 


          (g)
          to provide for the issuance of and establish the form and terms and
conditions of the Debentures, to establish the form of any certifications required to be furnished pursuant to the terms of this
Indenture or the Debentures, or to add to the rights of the holders of Debentures. 


          The Trustee is hereby authorized to
join with the Company in the execution of any such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the
Trustee shall not be obligated to, but may in its discretion, enter into any such supplemental indenture which affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise. 


          Any supplemental indenture
authorized by the provisions of this Section 9.1 may be executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time outstanding, notwithstanding any of the provisions of Section 9.2. 


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          Section 9.2.
     Supplemental Indentures with Consent of Securityholders. With the consent (evidenced as
provided in Section 7.1) of the holders of not less than a majority in aggregate principal amount of the Debentures at the time
outstanding affected by such supplemental indenture (voting as a class), the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the holders of the Debentures; provided, however, that no such supplemental
indenture shall without the consent of the holders of each Debenture then outstanding and affected thereby
(i) change the fixed maturity of any Debenture, or reduce the principal amount thereof or any premium thereon, or reduce the rate or
extend the time of payment of interest thereon, or reduce any amount payable on redemption thereof or make the principal thereof or
any interest or premium thereon payable in any coin or currency other than that provided in the Debentures, or impair or affect the
right of any Securityholder to institute suit for payment thereof or impair the right of repayment, if any, at the option of the
holder, or (ii) reduce the aforesaid percentage of Debentures the holders of which are required to consent to any such supplemental
indenture; provided further, however, that if the Debentures are held by a trust or a trustee of such trust,
such supplemental indenture shall not be effective until the holders of a majority in Liquidation Amount of Trust Securities shall
have consented to such supplemental indenture; provided further, however,
that if the consent of the Securityholder of each outstanding Debenture is required, such supplemental indenture shall not be
effective until each holder of the Trust Securities shall have consented to such supplemental indenture. 


          Upon the request of the Company
accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee
of evidence of the consent of Securityholders as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental
indenture. 


          Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the Trustee shall transmit by mail,
first class postage prepaid, a notice, prepared by the Company, setting forth in general terms the substance of such supplemental
indenture, to the Securityholders as their names and addresses appear upon the Debenture Register.  Any failure of the Trustee
to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
indenture. 


          It shall not be necessary for the
consent of the Securityholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such consent shall approve the substance thereof. 


          Section 9.3.
     Effect of Supplemental Indentures. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Debentures shall thereafter be determined, exercised and enforced hereunder subject in all respects to
such modifications and amendments and all the terms and conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes. 


          Section 9.4.
     Notation on Debentures.  Debentures authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this Article IX may bear a notation as to any matter provided
for in such supplemental indenture.  If the Company or the Trustee shall so determine, new Debentures so modified as to conform,
in the opinion of the Board of Directors of the 


39









Company, to any modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the Trustee or the Authenticating Agent and delivered in exchange for the
Debentures then outstanding. 


          Section
9.5.      Evidence of Compliance of Supplemental Indenture to be Furnished to Trustee. The
Trustee, subject to the provisions of Sections 6.1 and 6.2, shall, in addition to the documents required by Section 14.6, receive an
Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article IX.  The Trustee shall receive an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant to this Article IX is authorized or permitted by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee under the provisions of this Article IX to join in the execution thereof. 


ARTICLE X.
 REDEMPTION OF SECURITIES


          Section 10.1.
     Optional Redemption. The Company shall have the right (subject to the receipt by the
Company of prior approval (i) if the Company is a bank holding company, from the Federal Reserve, if then required under applicable
capital guidelines or policies of the Federal Reserve or (ii) if the Company is a savings and loan holding company, from the OTS, if
then required under applicable capital guidelines or policies of the OTS) to redeem the Debentures, in whole or in part, but in all
cases in a principal amount with integral multiples of $1,000.00, on any Interest Payment Date on or after the Interest Payment Date
in December 2010 (the “Redemption Date”), at the Redemption Price. 


          Section 10.2.
     Special Event Redemption. If a Special Event shall occur and be continuing, the Company
shall have the right (subject to the receipt by the Company of prior approval (i) if the Company is a bank holding company, from the
Federal Reserve, if then required under applicable capital guidelines or policies of the Federal Reserve or (ii) if the Company is a
savings and loan holding company, from the OTS, if then required under applicable capital guidelines or policies of the OTS) to
redeem the Debentures in whole, but not in part, at any Interest Payment Date, within 120 days following the occurrence of such
Special Event (the “Special Redemption Date”) at the Special Redemption Price. If the Special Event redemption
occurs prior to the Interest Payment Date in December 2010, the Company shall appoint a Quotation Agent, which
shall be a designee of the Institutional Trustee, for the purpose of performing the services contemplated in, or by reference in, the
definition of Special Redemption Price.  Any error in the calculation of the Special Redemption Price by the Quotation Agent or
the Trustee may be corrected at any time by notice delivered to the Company and the holders of the Debentures. Subject to the
corrective rights set forth above, all certificates, communications, opinions, determinations, calculations, quotations and decisions
given, expressed, made or obtained for the purposes of the provisions relating to the payment and calculation of the Special
Redemption Price on the Debentures by the Trustee or the Quotation Agent, as the case may be, shall (in the absence of willful
default, bad faith or manifest error) be final, conclusive and binding on the holders of the Debentures and the Company, and no
liability shall attach (except as provided above) to the Trustee or the Quotation Agent in connection with
the exercise or non-exercise by any of them of their respective powers, duties and discretion. 


          Section 10.3.
     Notice of Redemption; Selection of Debentures. In case the Company shall desire to
exercise the right to redeem all, or, as the case may be, any part of the Debentures, it shall cause to be mailed a notice of such
redemption at least 30 and not more than 60 days prior to the Redemption Date or the Special Redemption Date to the holders of
Debentures so to be redeemed as a whole or in part at their last addresses as the same appear on the Debenture Register.  Such
mailing shall be by first class mail. The notice if mailed in the manner herein provided shall be conclusively presumed to have been



40









duly given, whether or not the holder receives such notice.  In any case, failure to give
such notice by mail or any defect in the notice to the holder of any Debenture designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other Debenture. 


          Each such notice of redemption
shall specify the CUSIP number, if any, of the Debentures to be redeemed, the Redemption Date or the Special Redemption Date, as
applicable, the Redemption Price or the Special Redemption Price, as applicable, at which Debentures are to be redeemed, the place or
places of payment, that payment will be made upon presentation and surrender of such Debentures, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue.  If less than all the Debentures are to be redeemed the notice of redemption shall
specify the numbers of the Debentures to be redeemed.  In case the Debentures are to be redeemed in part only, the notice of
redemption shall state the portion of the principal amount thereof to be redeemed and shall state
that on and after the date fixed for redemption, upon surrender of such Debenture, a new Debenture or Debentures in principal amount
equal to the unredeemed portion thereof will be issued. 


          Prior to 10:00 a.m. New York City
time on the Redemption Date or Special Redemption Date, as applicable, the Company will deposit with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the Redemption Date or the Special Redemption Date, as applicable, all the
Debentures so called for redemption at the appropriate Redemption Price or Special Redemption Price. 


          If all, or less than all, the
Debentures are to be redeemed, the Company will give the Trustee notice not less than 45 nor more than 60 days, respectively, prior
to the Redemption Date or Special Redemption Date, as applicable, as to the aggregate principal amount of Debentures to be redeemed
and the Trustee shall select, in such manner as in its sole discretion it shall deem appropriate and fair, the Debentures or portions
thereof (in integral multiples of $1,000.00) to be redeemed. 


          Section 10.4.
     Payment of Debentures Called for Redemption. If notice of redemption has been given as
provided in Section 10.3, the Debentures or portions of Debentures with respect to which such notice has been given shall become due
and payable on the Redemption Date or Special Redemption Date, as applicable, and at the place or places stated in such notice at the
applicable Redemption Price or Special Redemption Price and on and after said date (unless the Company shall default in the payment
of such Debentures at the Redemption Price or Special Redemption Price, as applicable) interest on the Debentures or portions of
Debentures so called for redemption shall cease to accrue.  On presentation and surrender of such Debentures at a place of
payment specified in said notice, such Debentures or the specified portions thereof shall be paid and
redeemed by the Company at the applicable Redemption Price or Special Redemption Price. 


          Upon presentation of any Debenture
redeemed in part only, the Company shall execute and the Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Debenture or Debentures of authorized denominations, in principal amount equal to the
unredeemed portion of the Debenture so presented. 


ARTICLE XI. 
 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


          Section 11.1.
     Company May Consolidate, etc., on Certain Terms. Nothing contained in this Indenture
or in the Debentures shall prevent any consolidation or merger of the Company with or into any other Person (whether or not
affiliated with the Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a
party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its
successor or successors as 


41









an entirety, or substantially as an entirety, to any other Person (whether or not affiliated
with the Company, or its successor or successors) authorized to acquire and operate the same; provided, however, that
the Company hereby covenants and agrees that, upon any such consolidation, merger (where the Company is not the surviving
corporation), sale, conveyance, transfer or other disposition, the due and punctual payment of the principal of (and premium, if any)
and interest on all of the Debentures in accordance with their terms, according to their tenor, and the due and punctual performance
and observance of all the covenants and conditions of this Indenture to be kept or performed by the Company, shall be expressly
assumed by supplemental indenture satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company shall have been merged, or by the entity which shall
have acquired such property. 


          Section 11.2.
     Successor Entity to be Substituted. In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the successor entity, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and premium, if
any, and interest on all of the Debentures and the due and punctual performance and observance of all of the covenants and conditions
of this Indenture to be performed or observed by the Company, such successor entity shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the Company, and thereupon the predecessor entity shall be relieved
of any further liability or obligation hereunder or upon the Debentures. Such successor entity thereupon may
cause to be signed, and may issue in its own name, any or all of the Debentures issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee or the Authenticating Agent; and, upon the order of such successor entity
instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee or the
Authenticating Agent shall authenticate and deliver any Debentures which previously shall have been signed and delivered by the
officers of the Company, to the Trustee or the Authenticating Agent for authentication, and any Debentures which such successor
entity thereafter shall cause to be signed and delivered to the Trustee or the Authenticating Agent for that purpose.  All the
Debentures so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debentures theretofore or
thereafter issued in accordance with the terms of this Indenture as though all of such Debentures had
been issued at the date of the execution hereof. 


          Section 11.3.
     Opinion of Counsel to be Given to Trustee. The Trustee, subject to the provisions of
Sections 6.1 and 6.2, shall receive, in addition to the Opinion of Counsel required by Section 9.5, an Opinion of Counsel as
conclusive evidence that any consolidation, merger, sale, conveyance, transfer or other disposition, and any assumption, permitted or
required by the terms of this Article XI complies with the provisions of this Article XI. 


ARTICLE XII. 
 SATISFACTION AND DISCHARGE OF INDENTURE


          Section 12.1.
     Discharge of Indenture. When 

	
   
 	
  (a) 
 	
  the Company shall deliver to the Trustee for cancellation all Debentures theretofore
authenticated (other than any Debentures which shall have been destroyed, lost or stolen and which shall have been replaced or paid
as provided in Section 2.6) and not theretofore canceled, or 
 
	 	 	 
	
   
 	
  
(b)
  	
  
all the Debentures not theretofore
canceled or delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within 1 year or are to
be called for redemption within 1 year under arrangements satisfactory to the
Trustee for the giving of notice of redemption, and the Company shall deposit
with the Trustee, in trust, funds, which shall be immediately due and payable,

 



42







	
   
 	
   
  	
   
  
	
   
 	
  
 
  	
  
sufficient to pay at maturity or upon redemption all of the Debentures (other
than any Debentures which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.6) not theretofore
canceled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest due or to become due to such date of maturity or
redemption date, as the case may be, but excluding, however, the amount of any
moneys for the payment of principal of, and premium, if any, or interest on the
Debentures (1) theretofore repaid to the Company in accordance with the
provisions of Section 12.4, or (2) paid to any state or to the District of
Columbia pursuant to its unclaimed property or similar laws,
 




and if in the case of either clause (a) or clause (b) the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall cease to be of further effect except for the
provisions of Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall survive until such Debentures shall mature
and be paid.  Thereafter, Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the Company accompanied by an
Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with, and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture.  The Company agrees to reimburse the Trustee
for any costs or expenses thereafter reasonably and properly incurred by the Trustee in connection with
this Indenture or the Debentures. 


          Section 12.2.
     Deposited Moneys to be Held in Trust by Trustee. Subject to the provisions of Section
12.4, all moneys deposited with the Trustee pursuant to Section 12.1 shall be held in trust in a non-interest bearing account and
applied by it to the payment, either directly or through any paying agent (including the Company if acting as its own paying agent),
to the holders of the particular Debentures for the payment of which such moneys have been deposited with the Trustee, of all sums
due and to become due thereon for principal, and premium, if any, and interest. 


          Section 12.3.
     Paying Agent to Repay Moneys Held. Upon the satisfaction and discharge of this Indenture
all moneys then held by any paying agent of the Debentures (other than the Trustee) shall, upon demand of the Company, be repaid to
it or paid to the Trustee, and thereupon such paying agent shall be released from all further liability with respect to such moneys.



          Section 12.4.
     Return of Unclaimed Moneys. Any moneys deposited with or paid to the Trustee or any
paying agent for payment of the principal of, and premium, if any, or interest on Debentures and not applied but remaining unclaimed
by the holders of Debentures for 2 years after the date upon which the principal of, and premium, if any, or interest on such
Debentures, as the case may be, shall have become due and payable, shall, subject to applicable escheatment laws, be repaid to the
Company by the Trustee or such paying agent on written demand; and the holder of any of the Debentures shall thereafter look only to
the Company for any payment which such holder may be entitled to collect, and all liability of the Trustee or such paying agent with
respect to such moneys shall thereupon cease. 


ARTICLE XIII. 
 IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
 OFFICERS AND
DIRECTORS


          Section 13.1.
     Indenture and Debentures Solely Corporate Obligations. No recourse for the payment of the
principal of or premium, if any, or interest on any Debenture, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental indenture, or in
any such Debenture, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, officer or director, as such, past, present or future, of the Company or of any 


43









successor Person of the Company, either directly or through the Company or any successor Person
of the Company, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise, it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issue of the Debentures. 


ARTICLE XIV. 
 MISCELLANEOUS PROVISIONS


          Section 14.1.
     Successors. All the covenants, stipulations, promises and agreements of the Company in
this Indenture shall bind its successors and assigns whether so expressed or not. 


          Section 14.2.
     Official Acts by Successor Entity. Any act or proceeding by any provision of this
Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall and may be done and
performed with like force and effect by the like board, committee, officer or other authorized Person of any entity that shall at the
time be the lawful successor of the Company. 


          Section 14.3.
     Surrender of Company Powers. The Company by instrument in writing executed by authority
of at least 2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to the
Company and thereupon such power so surrendered shall terminate both as to the Company, and as to any permitted successor. 


          Section 14.4.
     Addresses for Notices, etc. Any notice, consent, direction, request, authorization,
waiver or demand which by any provision of this Indenture is required or permitted to be given, made, furnished or served by the
Trustee or by the Securityholders on or to the Company may be given or served in writing by being deposited postage prepaid by
registered or certified mail in a post office letter box addressed (until another address is filed by the Company, with the Trustee
for the purpose) to the Company, 150 North Meramec Avenue, Suite 300, St. Louis, Missouri  63105, Attention: Frank
Sanfilippo.  Any notice, consent, direction, request, authorization, waiver or demand by any Securityholder or the Company to or
upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at the
office of the Trustee, addressed to the Trustee, Rodney Square North, 1100 North Market Street, Wilmington, Delaware 
19890-1600, Attention: Corporate Trust Administration.  Any notice, consent, direction, request, authorization, waiver or demand
on or to any Securityholder shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing at
the address set forth in the Debenture Register. 


          Section 14.5.
     Governing Law. This Indenture and each Debenture shall be deemed to be a contract made
under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said
State, without regard to conflict of laws principles thereof. 


          Section 14.6.
     Evidence of Compliance with Conditions Precedent. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that in the opinion of the signers all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with. 


          Each certificate or opinion
provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (1) a statement that the person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or 


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opinions contained in such certificate or opinion are based; (3) a statement that, in the
opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with; and (4) a statement as to whether or not in the opinion of such
person, such condition or covenant has been complied with. 


          Section 14.7.
     Table of Contents, Headings, etc. The table of contents and the titles and headings of
the articles and sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions hereof. 


          Section 14.8.
     Execution in Counterparts. This Indenture may be executed in any number of counterparts,
each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 


          Section 14.9.
     Separability. In case any one or more of the provisions contained in this Indenture or in
the Debentures shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of such Debentures, but this Indenture and such
Debentures shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.



          Section 14.10.
     Assignment. The Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly owned Subsidiary of the Company, provided that, in the event of any
such assignment, the Company will remain liable for all such obligations.  Subject to the foregoing, this Indenture is binding
upon and inures to the benefit of the parties hereto and their respective successors and assigns.  This Indenture may not
otherwise be assigned by the parties hereto. 


          Section 14.11.
     Acknowledgment of Rights. The Company agrees that, with respect to any Debentures held by
the Trust or the Institutional Trustee of the Trust, if the Institutional Trustee of the Trust fails to enforce its rights under this
Indenture as the holder of Debentures held as the assets of such Trust after the holders of a majority in Liquidation Amount of the
Capital Securities of such Trust have so directed such Institutional Trustee, a holder of record of such Capital Securities may, to
the fullest extent permitted by law, institute legal proceedings directly against the Company to enforce such Institutional
Trustee’s rights under this Indenture without first instituting any legal proceedings against such trustee or any other
Person.  Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event
is attributable to the failure of the Company to pay interest (or premium, if any) or principal on the Debentures on the date such
interest (or premium, if any) or principal is otherwise payable (or in the case of redemption, on the redemption date), the Company
agrees that a holder of record of Capital Securities of the Trust may directly institute a proceeding against the Company for
enforcement of payment to such holder directly of the principal of (or premium, if any) or interest on the Debentures having an
aggregate principal amount equal to the aggregate Liquidation Amount of the Capital Securities of such holder on or after the
respective due date specified in the Debentures. 


ARTICLE XV. 
 SUBORDINATION OF DEBENTURES


          Section 15.1.
     Agreement to Subordinate. The Company covenants and agrees, and each holder of Debentures
by such Securityholder’s acceptance thereof likewise covenants and agrees, that all Debentures shall be issued subject to the
provisions of this Article XV; and each holder of a Debenture, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions. 


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          The payment by the Company of the
principal of, and premium, if any, and interest on all Debentures shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness of the Company, whether
outstanding at the date of this Indenture or thereafter incurred. 


          No provision of this Article XV
shall prevent the occurrence of any default or Event of Default hereunder. 


          Section 15.2.
     Default on Senior Indebtedness. In the event and during the continuation of any default
by the Company in the payment of principal, premium, interest or any other payment due on any Senior Indebtedness of the Company
following any grace period, or in the event that the maturity of any Senior Indebtedness of the Company has been accelerated because
of a default and such acceleration has not been rescinded or canceled and such Senior Indebtedness has not been paid in full, then,
in either case, no payment shall be made by the Company with respect to the principal (including redemption) of, or premium, if any,
or interest on the Debentures. 


          In the event that, notwithstanding
the foregoing, any payment shall be received by the Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.2, such payment shall, subject to Section 15.7, be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Indebtedness or their respective representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Indebtedness may have been issued, as their respective interests may appear, but only to the
extent that the holders of the Senior Indebtedness (or their representative or representatives or a trustee) notify the Trustee in
writing within 90 days of such payment of the amounts then due and owing on the Senior Indebtedness and only the amounts specified in
such notice to the Trustee shall be paid to the holders of Senior Indebtedness. 


          Section 15.3.
     Liquidation, Dissolution, Bankruptcy. Upon any payment by the Company or distribution of
assets of the Company of any kind or character, whether in cash, property or securities, to creditors upon any dissolution or
winding-up or liquidation or reorganization of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due upon all Senior Indebtedness of the Company shall first be paid in full, or
payment thereof provided for in money in accordance with its terms, before any payment is made by the Company, on account of the
principal (and premium, if any) or interest on the Debentures.  Upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which the Securityholders or the Trustee would be entitled to receive from the Company, except for the
provisions of this Article XV, shall be paid by the Company, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Securityholders or by the Trustee under this Indenture if received by
them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on the basis of the respective amounts of
Senior Indebtedness held by such holders, as calculated by the Company) or their representative or representatives, or to the trustee
or trustees under any indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been issued, as their
respective interests may appear, to the extent necessary to pay such Senior Indebtedness in full, in money or money’s worth,
after giving effect to any concurrent payment or distribution to or for the holders of such
Senior Indebtedness, before any payment or distribution is made to the Securityholders or to the Trustee. 


          In the event that, notwithstanding
the foregoing, any payment or distribution of assets of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing, shall be received by the Trustee before all Senior Indebtedness is paid in full, or
provision is made for such payment in money in accordance with its terms, such payment or distribution shall be held in trust



46









for the benefit of and shall be paid over or delivered to the holders of such Senior
Indebtedness or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Indebtedness may have been issued, as their respective interests may appear, as calculated by the
Company, for application to the payment of all Senior Indebtedness, remaining unpaid to the extent necessary to pay such Senior
Indebtedness in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for
the benefit of the holders of such Senior Indebtedness. 


          For purposes of this Article XV,
the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Article XV with respect to the Debentures to the payment of
all Senior Indebtedness, that may at the time be outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment, and (ii) the rights of the holders of such Senior
Indebtedness are not, without the consent of such holders, altered by such reorganization or readjustment.  The consolidation of
the Company with, or the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property as an entirety, or substantially as an entirety, to
another corporation upon the terms and conditions provided for in Article XI of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated in Article XI of this Indenture.  Nothing in
Section 15.2 or in this Section shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6 of this
Indenture. 


          Section 15.4.
     Subrogation. Subject to the payment in full of all Senior Indebtedness, the
Securityholders shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of
cash, property or securities of the Company, applicable to such Senior Indebtedness until the principal of (and premium, if any) and
interest on the Debentures shall be paid in full. For the purposes of such subrogation, no payments or distributions to the holders
of such Senior Indebtedness of any cash, property or securities to which the Securityholders or the Trustee would be entitled except
for the provisions of this Article XV, and no payment over pursuant to the provisions of this Article XV to or for the benefit of the
holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as between the Company, its
creditors other than holders of Senior Indebtedness of the Company, and the holders of the Debentures be deemed to be a payment or
distribution by the Company to or on account of such Senior Indebtedness.  It is understood that the provisions of this Article
XV are and are intended solely for the purposes of defining the relative rights of the holders of the Securities, on the one hand,
and the holders of such Senior Indebtedness, on the other hand. 


          Nothing contained in this Article
XV or elsewhere in this Indenture or in the Debentures is intended to or shall impair, as between the Company, its creditors other
than the holders of Senior Indebtedness, and the holders of the Debentures, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Debentures the principal of (and premium, if any) and interest on the Debentures as and
when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of
the holders of the Debentures and creditors of the Company, other than the holders of Senior Indebtedness, nor shall anything herein
or therein prevent the Trustee or the holder of any Debenture from exercising all remedies otherwise permitted by applicable law upon
default under this Indenture, subject to the rights, if any, under this Article XV of the
holders of such Senior Indebtedness in respect of cash, property or securities of the Company, received upon the exercise of any such
remedy. 


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          Upon any payment or distribution of
assets of the Company referred to in this Article XV, the Trustee, subject to the provisions of Article VI of this Indenture, and the
Securityholders shall be entitled to conclusively rely upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in
bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the
Securityholders, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XV. 


          Section 15.5.
     Trustee to Effectuate Subordination. Each Securityholder by such Securityholder’s
acceptance thereof authorizes and directs the Trustee on such Securityholder’s behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XV and appoints the Trustee such Securityholder’s
attorney-in-fact for any and all such purposes. 


          Section 15.6.
     Notice by the Company. The Company shall give prompt written notice to a Responsible
Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. 
Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of
the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal
Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior
Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions
of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to
the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were
received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such
date. 


          The Trustee, subject to the
provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to
establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any
such holder or holders.  In the event that the Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this
Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of
such Senior Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if
such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of
such Person to receive such payment. 


          Section 15.7.
     Rights of the Trustee; Holders of Senior Indebtedness. The Trustee in its individual
capacity shall be entitled to all the rights set forth in this Article XV in respect of any Senior Indebtedness at any time held by
it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder. 


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          With respect to the holders of
Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically
set forth in this Article XV, and no implied covenants or obligations with respect to the holders of such Senior Indebtedness shall
be read into this Indenture against the Trustee.  The Trustee shall not be deemed to owe any fiduciary duty to the holders of
such Senior Indebtedness and, subject to the provisions of Article VI of this Indenture, the Trustee shall not be liable to any
holder of such Senior Indebtedness if it shall pay over or deliver to Securityholders, the Company or any other Person money or
assets to which any holder of such Senior Indebtedness shall be entitled by virtue of this Article XV or otherwise. 


          Nothing in this Article XV shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 6.6. 


          Section 15.8.
     Subordination May Not Be Impaired. No right of any present or future holder of any Senior
Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure
to act on the part of the Company, or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the
Company, with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may
have or otherwise be charged with. 


          Without in any way limiting the
generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the Securityholders, without incurring responsibility to the Securityholders and without impairing or
releasing the subordination provided in this Article XV or the obligations hereunder of the holders of the Debentures to the holders
of such Senior Indebtedness, do any one or more of the following:  (i) change the manner, place or terms of payment or extend
the time of payment of, or renew or alter, such Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which such Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing
such Senior Indebtedness; (iii) release any Person liable in any manner for the collection of such Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the Company, and any other Person. 


Signatures appear on the following page


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          IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed by their respective officers thereunto duly authorized, as of the day and year
first above written. 


	
   
 	
  
ENTERPRISE FINANCIAL SERVICES CORP.
  
	
   
 	
   
 	
   
 
	
   
 	
  
By
  	
   
 
	
   
 	
   
 	
  


  
	
   
 	
  
Name:
  	
   
 
	
   
 	
  
Title:
  	
   
 
	
   
 	
   
 
	
   
 	
   
 
	
   
 	
  
WILMINGTON TRUST COMPANY, as Trustee
  
	
   
 	
   
 	
   
 
	
   
 	
  
By
  	
   
 
	
   
 	
   
 	
  


  
	
   
 	
  Name:
  	
   
 
	
   
 	
  Title:
  	
   
 



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