Exhibit 4.1 

ENTERPRISE FINANCIAL SERVICES CORP,

as Issuer 

 

 

INDENTURE 

Dated as of December 12, 2008


 

WILMINGTON TRUST COMPANY, as Trustee


 

CONVERTIBLE JUNIOR SUBORDINATED

DEFERRABLE INTEREST DEBENTURES 

DUE 2038

 




TABLE OF CONTENTS 

	ARTICLE I. DEFINITIONS  	1  
	     Section 1.1.	     	Definitions  	1 
    
	ARTICLE II. DEBENTURES  	10  
	     Section 2.1. 		Authentication
      and Dating  	10 
    
	     Section 2.2. 		Form of Trustee’s Certificate of Authentication  	10  
	     Section 2.3. 		Form and
      Denomination of Debentures  	11 
    
	     Section 2.4. 		Execution of Debentures  	11  
	     Section 2.5. 		Exchange and
      Registration of Transfer of Debentures  	11 
    
	     Section 2.6. 	 	Mutilated, Destroyed, Lost or Stolen Debentures  	14  
	     Section 2.7. 		Temporary
      Debentures  	15 
    
	     Section 2.8. 		Payment of Interest and Additional Interest  	15  
	     Section 2.9. 		Cancellation of
      Debentures Paid, etc  	16 
    
	     Section 2.10. 		Computation of Interest  	17  
	     Section 2.11.
      		Extension of
      Interest Payment Period  	17 
    
	     Section 2.12. 		CUSIP Numbers  	18  
	     Section 2.13.
      		Conversion of
      Debentures  	19 
    
	     Section 2.14. 		Debentures as Additional Junior Indebtedness; Redemption of
      Additional Junior Indebtedness  	25  
	ARTICLE III. PARTICULAR COVENANTS OF THE COMPANY  	25 
    
	     Section 3.1.		Payment of Principal, Premium and Interest; Agreed Treatment of the
      Debentures  	25  
	     Section 3.2.		Offices for
      Notices and Payments, etc  	26 
    
	     Section 3.3.		Appointments to Fill Vacancies in Trustee’s Office  	27  
	     Section 3.4.		Provision as to
      Paying Agent  	27 
    
	     Section 3.5.		Certificate to Trustee  	28  
	     Section 3.6.		Additional
      Sums  	28 
    
	     Section 3.7.		Compliance with Consolidation Provisions  	28  
	     Section 3.8.		Limitation on
      Dividends  	29 
    
	     Section 3.9.		Covenants as to the Trust  	29  
	     Section 3.10.		Additional
      Junior Indebtedness  	29 
    
	     Section 3.11.		Subsidiary; Insured Depository Institution  	30  
	ARTICLE IV. SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND
      THE TRUSTEE  	30  
	     Section 4.1. 		Securityholders’ Lists  	30  
	     Section 4.2. 		Preservation and
      Disclosure of Lists  	30 
    
	     Section 4.3. 		Reports by the Company  	31  
	ARTICLE V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN
      EVENT OF DEFAULT  	31  
	     Section 5.1.		Events of Default  	31  
	     Section 5.2.		Payment of
      Debentures on Default; Suit Therefor  	34 
    
	     Section 5.3.		Application of Moneys Collected by Trustee  	35  
	     Section 5.4.		Proceedings by
      Securityholders  	36 
    
	     Section 5.5.		Proceedings by Trustee  	36  
	     Section 5.6.		Remedies
      Cumulative and Continuing; Delay or Omission Not a Waiver  	36 
    
	     Section 5.7.		Direction of Proceedings and Waiver of Defaults by Majority of
      Securityholders  	37  
	     Section 5.8.		Notice of
      Defaults  	37 
    
	     Section 5.9.		Undertaking to Pay Costs  	38  




i





	ARTICLE VI. CONCERNING
      THE TRUSTEE  	38  
	     Section 6.1. 	     	Duties and
      Responsibilities of Trustee  	38 
    
	    
      Section 6.2.		Reliance on Documents, Opinions, etc. Except as otherwise provided
      in Section 6.1  	39  
	     Section 6.3.		No
      Responsibility for Recitals, etc  	40 
    
	    
      Section 6.4.		Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
      Registrar May Own Debentures  	40  
	     Section 6.5.		Moneys to be
      Held in Trust  	40 
    
	    
      Section 6.6.		Compensation and Expenses of Trustee  	41  
	     Section 6.7.		Officers’
      Certificate as Evidence  	41 
    
	    
      Section 6.8.		Eligibility of Trustee  	42  
	     Section 6.9.		Resignation or
      Removal of Trustee  	42 
    
	    
      Section 6.10.		Acceptance by Successor Trustee  	43  
	     Section 6.11.		Succession by
      Merger, etc  	44 
    
	    
      Section 6.12.		Authenticating Agents  	45  
	ARTICLE VII. CONCERNING THE SECURITYHOLDERS  	46 
    
	    
      Section  7.1.		Action by Securityholders  	46  
	     Section  7.2.		Proof of
      Execution by Securityholders  	46 
    
	    
      Section  7.3.		Who Are Deemed Absolute Owners  	47  
	     Section  7.4.	 	Debentures Owned
      by Company Deemed Not Outstanding  	47 
    
	    
      Section  7.5.		Revocation of Consents; Future Holders Bound  	47  
	ARTICLE VIII. SECURITYHOLDERS’ MEETINGS  	48 
    
	    
      Section  8.1.		Purposes of Meetings  	48  
	     Section  8.2.		Call of Meetings
      by Trustee  	48 
    
	    
      Section  8.3.		Call of Meetings by Company or Securityholders  	48  
	     Section  8.4.		Qualifications
      for Voting  	49 
    
	    
      Section  8.5.		Regulations  	49  
	     Section  8.6.		Voting  	49 
    
	    
      Section  8.7.	 	Quorum; Actions  	50  
	ARTICLE IX. SUPPLEMENTAL
      INDENTURES  	50 
    
	    
      Section  9.1.		Supplemental Indentures without Consent of
      Securityholders  	50  
	     Section  9.2.		Supplemental
      Indentures with Consent of Securityholders  	52 
    
	    
      Section  9.3.		Effect of Supplemental Indentures  	53  
	     Section  9.4.		Notation on
      Debentures  	53 
    
	    
      Section  9.5.		Evidence of Compliance of Supplemental Indenture to be Furnished to
      Trustee  	53  
	ARTICLE X. REDEMPTION OF SECURITIES  	53 
    
	    
      Section 10.1.		Optional Redemption  	53  
	     Section 10.2.		Special Event
      Redemption  	53 
    
	    
      Section 10.3.		Notice of Redemption; Selection of Debentures  	54  
	     Section 10.4.		Payment of
      Debentures Called for Redemption  	54 
    
	ARTICLE XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE  	55  
	     Section 11.1.		Company May
      Consolidate, etc. on Certain Terms  	55 
    
	    
      Section 11.2.		Successor Entity to be Substituted  	55  
	     Section 11.3.		Opinion of
      Counsel to be Given to Trustee  	56 
    
	ARTICLE XII. SATISFACTION AND DISCHARGE OF
      INDENTURE  	56  
	     Section 12.1.		Discharge of
      Indenture  	56 
    
	    
      Section 12.2.		Deposited Moneys to be Held in Trust by Trustee  	56  
	     Section 12.3.		Paying Agent to
      Repay Moneys Held  	57 
    
	    
      Section 12.4.		Return of Unclaimed Moneys  	57  
	ARTICLE XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS  	57  
	    
      Section 13.1.		Indenture and Debentures Solely Corporate Obligations 
    	57  



ii





	ARTICLE XIV. MISCELLANEOUS PROVISIONS  	57  
	     Section 14.1.	     	Successors  	57 
    
	    
      Section 14.2.		Official Acts by Successor Entity  	57  
	     Section 14.3.		Surrender of
      Company Powers  	58 
    
	    
      Section 14.4.		Addresses for Notices, etc  	58  
	     Section 14.5.	 	Governing
      Law  	58 
    
	    
      Section 14.6.		Evidence of Compliance with Conditions Precedent  	58  
	     Section 14.7.		Table of
      Contents, Headings, etc  	58 
    
	    
      Section 14.8.		Execution in Counterparts  	59  
	     Section 14.9.		Separability  	59 
    
	    
      Section 14.10.		Assignment  	59  
	     Section 14.11.		Acknowledgment
      of Rights  	59 
    
	ARTICLE XV. SUBORDINATION
      OF DEBENTURES  	59  
	     Section 15.1.		Agreement to
      Subordinate  	59 
    
	    
      Section 15.2.		Default on Senior Indebtedness  	60  
	     Section 15.3.		Liquidation,
      Dissolution, Bankruptcy  	60 
    
	    
      Section 15.4.		Subrogation  	62  
	     Section 15.5.		Trustee to
      Effectuate Subordination  	62 
    
	    
      Section 15.6.		Notice by the Company  	63  
	     Section 15.7.		Rights of the
      Trustee; Holders of Senior Indebtedness  	63 
    
	    
      Section 15.8.		Subordination May Not Be Impaired  	64  



iii




     THIS INDENTURE, dated as of December
12, 2008, 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 Convertible Junior
Subordinated Deferrable Interest Debentures due 2038 (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. 
DEFINITION


     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) outstanding on the date of this Indenture or
hereafter created 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, including
without limitation the Existing Debentures; 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 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.

1




     “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 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.


2




     “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, that the Company is not or within 90 days of the date of such
opinion will not, 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 or otherwise is not subject to the Federal Reserve’s
risk-based capital adequacy guidelines, 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, may now or
hereafter accord Tier 1 Capital treatment in excess of 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. 

     “Change of Control
Transaction” shall mean any of the following
occurrences, and shall be deemed to occur the date on which any of the following
has occurred: 

     (a) any Person or group (other than
the Company or any of its Affiliates, a trustee or other fiduciary holding
securities of the Company under an employee benefit plan of the Company or any
one or more of the Company's directors as of the date of this Agreement) becomes
the beneficial owner of securities of the Company representing 50% or more of
the combined voting power of the Company’s then-outstanding securities entitled
to vote generally in the election of directors of the Company (the “Company
Outstanding Voting Securities”); or 

     (b) consummation of a
reorganization, merger or consolidation of the Company, unless, in each case,
following such transaction (i) all or substantially all of the Persons who were
the beneficial owners, respectively, of the Company Outstanding Voting
Securities immediately prior to such transaction beneficially own, directly or
indirectly, more than a majority of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the company resulting from such transaction, and (ii) no Person
(excluding any company resulting from such transaction) beneficially owns,
directly or indirectly, 50% or more of the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors of the company resulting from such transaction except to the extent
such ownership existed prior to the transaction. (A transaction described in
this clause (b) and not excluded by clauses (i) or (ii) hereof shall be referred
to as a “Business Combination”.)

3




     As used in this definition of Change
of Control Transaction, the definitions of the terms “beneficial owner” and
“group” shall have the meanings ascribed to those terms in Rule 13(d)(3) under
the Securities Exchange Act of 1934.

     “Closing Price” of any security on any
day shall mean the last reported sale price for such security, regular way, on
such day or, if no sale takes place on such day, the average of the reported
closing bid and asked prices on such day, regular way, of such security, in
either case as reported on the NASDAQ or, if the security is not listed or
admitted to trading on the NASDAQ, on the principal national securities exchange
on which such security is listed or admitted to trading, or, if not listed or
admitted to trading on a national securities exchange, or quotation system, the
average of the closing bid and asked prices of each security in the
over-the-counter market on the day in question as reported by the National
Quotation Bureau Incorporated, or a similar generally accepted reporting
service, or, if not so available in such manner, as furnished by any NYSE member
firm selected from time to time by the Board of Directors for that purpose or,
if not so available in such manner, as otherwise determined in good faith by the
Board of Directors. 

     “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.


     “Common Stock” means the common stock,
$0.01 par value per share, of the Company. 

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

     “Control” With respect to any Person,
means the possession, directly or indirectly, severally or jointly, of the power
to direct or cause the direction of the management policies of such Person,
whether through the ownership of voting securities, by contract or credit
arrangement, as trustee or executor, or otherwise.

     “Conversion Agent” means the Person
appointed to act on behalf of the Holders and Securityholders in effecting the
conversion of Debentures and/or Capital Securities to Common Stock as and in the
manner set forth in the Declaration and this Indenture. 

     “Conversion Date” has the meaning set
forth in Section 2.13 

     “Conversion Price” has the meaning set
forth in Section 2.13. 

     “Conversion Request” means the
irrevocable request to be given by a Trust Securities Holder to the Conversion
Agent in compliance with the Declaration directing the Conversion Agent to
convert such Capital Securities into Debentures and to convert such Debentures
into Common Stock on behalf of such Trust Securities Holder. 

4




     “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 March 2009 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. 

     “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. 

     “Existing Debentures” has the meaning
set forth in Section 2.14. 

     “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. 

     “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. 

     “Insured Depository Institution” has
the same meaning as given that term in Section 3(c)(2) of the Federal Deposit
Insurance Act or any successor statute or rule. 

     “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 but such interest will be paid on the next Interest Payment
Date), commencing in March 2009.

5




     “Interest Rate” means 9.00% per annum.


     “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. 

     “Major Bank Subsidiary” means any
Insured Depository Institution subsidiary of the Company which, together with
any subsidiaries of such Insured Depository Institution subsidiary, has total
assets that exceed 50 percent (or such lesser amount set forth in the then
current interpretation by the Federal Reserve of “major bank subsidiary” as such
term is used in the Adopting Release accompanying the Final Rule on Risk-Based
Capital Standards: Trust Preferred Securities and the Definition of Capital,
adopted on March 1, 2005, by the Federal Reserve) of the total assets of the
Company and its subsidiaries consolidated as of the end of the most recently
completed fiscal quarter of the Company. For purposes of this definition, an
Insured Depository Institution will be deemed to be a subsidiary of the Company
if the Company has “control” over the Insured Depository Institution as defined
in 12 U.S.C. 1841(a)(2) or any successor statute or rule. 

     “Maturity Date” means December 15, 2038.


     “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. 

     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: 

6




     (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. 

     “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. 

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

     “Redemption Notice” has the meaning set
forth in Section 10.3. 

     “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. 

     “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.

7




     “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 (iv) other obligations with respect to which 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. 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. 

     “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. 

     “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.

8




     “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. 

     “Trust” shall mean EFSC Capital Trust
VIII, 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.

     “Trust Securities Holder,”
“holder of Trust Securities,” or other similar terms, has the meaning given the term
“Holder” in the Declaration. 

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

9







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 $25,774,000 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 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  


10




       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 $1,000.00 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 $1,000.00 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 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. 

11




      
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.  

12




      
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.


13




      
THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $1,000.00 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 $1,000.00 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. 

14




       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 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 from the date of original issuance at the
Interest 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, 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 March 2009.  

15




      
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 be the Business Day 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. 

      
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 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. 

16




       Section 2.10. Computation
of Interest. The amount of interest
payable for each 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 a 360-day year consisting of twelve 30-day months. 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)). 

      
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. 

     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 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”).  

17




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 payments of dividends from direct or indirect
subsidiaries of the Company to their parent corporations, which also shall be
direct or indirect subsidiaries of the Company, provided that such payments must
be immediately paid by such subsidiaries 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 Additional Junior Indebtedness (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, if any (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, (f) payments under the Capital Securities Guarantee or (g)
payments of Additional Interest in connection with the conversion of Trust
Securities pursuant to Section 2.13(b)(iii) below). 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 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. 

18




       Section 2.13. Conversion
of Debentures. Subject to and upon
compliance with the provisions of this Section 2.13, the Debentures are
convertible into Common Stock of the Company. In the event that holders of Trust
Securities exercise the right to convert all or any portion of the Trust
Securities for Debentures, the Conversion Agent shall convert such Debentures
into shares of Common Stock in the manner described herein on and subject to the
following terms and conditions: 

      
(a) The Debentures are convertible at any time into fully paid, validly issued
and nonassessable shares of Common Stock pursuant to a Trust Securities Holder’s
direction to the Conversion Agent, subject to the terms of the Declaration, to
exchange all or a portion of the principal of Trust Securities held by such
Trust Securities Holder in accordance with the provisions of Section 2.13(b),
for a portion of the Debentures theretofore held by the Trust on the basis of
one Trust Security per $1,000 principal amount of Debentures, and immediately
convert such amount of Debentures into fully paid and nonassessable shares of
Common Stock, equal to the aggregate face amount of Trust Securities being
exchanged divided by $17.37, as adjusted pursuant to Section 2.13(d) hereof (the
“Conversion Price”).

      
(b) To convert all or a portion of the Debentures, a Trust Securities Holder
shall deliver to the Conversion Agent and to the Company a Conversion Request
which shall specify the requested date of conversion which shall not be prior to
the date of the Conversion Request and in any event not more than sixty (60)
days after the Conversion Request (the “Conversion Date”); provided, however
that if the Conversion Request is delivered after 5:00 p.m. (Eastern time) the
Conversion Date may not be prior to the next succeeding business day. The
conversion of Trust Securities to Debentures shall occur in accordance with the
terms of the Declaration and immediately upon receipt of such Debentures, the
Conversion Agent shall convert such Debentures, on behalf of such Trust
Securities Holder, into Common Stock at the Conversion Price. The Conversion
Agent shall notify the Institutional Trustee, on behalf of the Trust, of the
Trust Securities Holder’s election to exchange Trust Securities for a portion of
the Debentures held by the Trust, and the Institutional Trustee, on behalf of
the Trust, shall, immediately upon receipt of such notice, deliver to the
Conversion Agent the appropriate principal amount of Debentures for exchange in
accordance with this Section 2.13. So long as any Trust Securities are
outstanding, the Trust shall not convert any Debentures into shares of Common
Stock except pursuant to a Conversion Request delivered to the Conversion Agent
by a holder of Trust Securities. 

             
(i) Except as provided in Section 2.13(b)(ii) or 2.13(b)(iii) below, a Holder of
Debentures who converts Debentures on or prior to a record date shall be
entitled to receive, on the next Interest Payment Date, a distribution equal to
the amount of all accrued and unpaid interest on such converted Debentures,
accruing through, but excluding, the date of such conversion. 

19




             
(ii) Except as provided in Section 2.13(b)(iii) below with respect to conversion
of Debentures after a Redemption/Distribution Notice has been given, if any
Debentures are converted during an Extension Period, subject to and as provided
in the Declaration a Trust Securities Holder may elect to (x) provided that such
election would not cause the Company to be in violation of Rule 4350(i)(2)(D) of
the NASDAQ Stock Market Rules, convert all or any part of the accrued and unpaid
interest on the converted Debentures into shares of Common Stock on the
Conversion Date in an amount equal to such accrued and unpaid interest divided
by the Conversion Price or (y) receive such accrued and unpaid interest on the
converted Debentures up to, but excluding the Conversion Date, (including
Additional Interest thereon, if any, to the extent permitted by applicable laws,
rules or regulations) on the Interest Payment Date upon which such Extension
Period ends. In the event that the Holder does not elect either (x) or (y) in
the Conversion Request, the Holder shall be deemed to have elected (y). At any
time following the Conversion Date and prior to the payment in full of such
accrued and unpaid interest, the Holder may, by delivery of a separate
Conversion Request convert any such accrued and unpaid interest into shares of
Common Stock in an amount equal to such accrued and unpaid interest divided by
the Conversion Price, and such conversion will be governed by the applicable
provisions of this Section 2.13. 

             
(iii) If Redemption/Distribution Notice is mailed or otherwise given to Holders,
then, if any Holder converts any Debentures on any date on or after the date on
which such Redemption/Distribution Notice is mailed or otherwise given, such
converting Holder shall be entitled to receive on the Conversion Date or as
promptly as practicable thereafter (and in any event within three (3) Business
Days of the Conversion Date), all accrued and unpaid Interest on such converted
Debentures (including Additional Interest thereon, if any, to the extent
permitted by applicable laws, rules or regulations) through, but excluding, the
date of such conversion.

             
(iv) If any Debenture called for redemption is converted, any money deposited
with the Trustee or with any paying agent or so segregated and held in trust for
the redemption of such Debenture shall (subject to any right of the Trust
Securities Holder) be paid to the Company upon Company Request or, if then held
by the Company, shall be discharged from such trust. 

      
(c) Subject to any right of the holder of such Debenture or any Predecessor
Security to receive interest as provided in Section 2.13(b), the Company’s
delivery upon conversion of the fixed number of shares of Common Stock into
which the Debentures and accrued and unpaid interest, if applicable, are
convertible (together with the cash payment, if any, in lieu of fractional
shares) shall be deemed to satisfy the Company’s obligation to pay the principal
amount at maturity of the portion of Debentures so converted and any unpaid
interest (including Additional Interest, if any) accrued on such Debentures from
the time of such conversion. 

       No
fractional shares of Common Stock shall be issued as a result of conversion, but
in lieu thereof, the Company shall pay to the Conversion Agent a cash adjustment
in an amount equal to the same fraction of the Closing Price on the date on
which the Trust Securities were duly surrendered to the Conversion Agent for
conversion, and the Conversion Agent in turn shall make such payment, if any, to
the Trust Securities Holder so converted. 

       In
the event of the conversion of any Debenture in part only, a new Debenture or
Debentures for the unconverted portion thereof shall be issued in the name of
the Securityholder thereof upon the cancellation thereof in accordance with
Section 2.5. 

20




       In
effecting the conversion transactions described in this Section 2.13, the
Conversion Agent is acting as agent of the Trust Securities Holders (in the
exchange of Trust Securities for Debentures) and as agent of the Securityholders
(in the conversion of Debentures into Common Stock), as the case may be,
directing it to effect such conversion transactions. The Conversion Agent is
hereby authorized (i) to exchange Trust Securities for Debentures held by the
Trust from time to time in connection with the conversion of such Trust
Securities in accordance with this Section 2.13, and (ii) to convert all or a
portion of the Debentures into Common Stock and thereupon to deliver such shares
of Common Stock in accordance with the provisions of this Section 2.13 and to
deliver to the Trust a new Debenture or Debentures for any resulting unconverted
principal amount. 

      
(d) The Conversion Price shall be subject to adjustment (without duplication)
from time to time as follows: 

             
(i) In case the Company shall, while any of the Debentures are outstanding, (i)
pay a dividend or make a distribution with respect to its Common Stock in shares
of Common Stock, warrants, convertible securities, options or other rights to
acquire Common Stock (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller number of
shares, or (iv) issue by reclassification of its shares of Common Stock any
shares of capital stock of the Company, then the Conversion Price in effect
immediately prior to such action shall be adjusted so that the holder of any
Debentures thereafter surrendered for conversion shall be entitled to receive
the number of shares of Common Stock of the Company which he would have owned
immediately following such action had such Debentures been converted immediately
prior thereto. An adjustment made pursuant to this Section 2.13(d)(i) shall
become effective immediately after the record date in the case of a dividend or
other distribution and shall become effective immediately after the effective
date in case of a subdivision, combination or reclassification (or immediately
after the record date if a record date shall have been established for such
event); provided, however, that in the event that such dividend or distribution
is not so paid or made, or such subdivision, combination, recapitalization or
reclassification is not effected, the Conversion Price shall again be adjusted
to be the Conversion Price which would then be in effect but for such proposed
transaction. If, as a result of an adjustment made pursuant to this Section
2.13(d)(i), the holder of any Debenture thereafter surrendered for conversion
shall become entitled to receive shares of two or more classes or series of
capital stock of the Company, the Board of Directors (whose determination shall
be conclusive and shall be described in a Board Resolution filed with the
Trustee) shall determine the allocation of the adjusted Conversion Price between
or among shares of such classes or series of capital stock. 

21




             
(ii) In case a tender or exchange offer (other than an odd-lot offer) made by
the Company or any subsidiary of the Company for all or any portion of the
Common Stock shall expire and such tender or exchange offer shall involve the
payment by the Company or such subsidiary of consideration per share of Common
Stock having a fair market value (as determined in good faith by the Board of
Directors, whose determination shall be conclusive and described in a Board
resolution) at the last time (the “Expiration Time”) tenders or exchanges may be
made pursuant to such tender or exchange offer (as it shall have been amended)
that exceeds 110% of the Closing Price per share on the day next succeeding the
Expiration Time, then the Conversion Price shall be increased so that the same
shall equal the amount determined by multiplying the Conversion Price in effect
immediately prior to the effectiveness of the Conversion Price increase
contemplated by this Section 2.13(d)(ii) by an amount determined by dividing (A)
the sum of (1) the fair market value (determined as aforesaid) of the aggregate
consideration payable to Securityholders based on the acceptance (up to any
maximum specified in the terms of the tender or exchange offer) of all shares
validly tendered or exchanged and not withdrawn as of the Expiration Time (the
shares deemed so accepted, up to any such maximum, being referred to as the
“Purchased Shares”), and (2) the product of the number of shares of Common Stock
outstanding (less any Purchased Shares) at the Expiration Time and the Closing
Price per share of Common Stock on the day next succeeding the Expiration Time,
by (B) the number of shares of Common Stock outstanding (including any tendered
or exchanged shares) at the Expiration Time multiplied by the Closing Price per
share of Common Stock on the day next succeeding the Expiration Time, such
increase to become effective immediately prior to the opening of business on the
day following the Expiration Time. 

             
(iii) The Company may make such decrease in the Conversion Price, in addition to
that required by Section (i), as it considers to be advisable to avoid or
diminish any income tax to holders of Common Stock or rights to purchase Common
Stock resulting from any dividend or distribution of stock (or rights to acquire
stock) or from any event treated as such for income tax purposes. 

      
(e) In the event that the Company shall be a party to any transaction, including
without limitation, (i) recapitalization or reclassification of the Common Stock
(other than a change in par value), or from par value to no par value, or from
no par value to par value, or as a result of a subdivision or combination of the
Common Stock), (ii) any Change of Control Transaction or (iii) any compulsory
share exchange, in each case pursuant to which the Common Stock is converted
into the right to receive other securities, cash or other property, then lawful
provision shall be made as part of the terms of such transaction whereby the
holder of each Debenture then outstanding shall have the right thereafter to
convert each Debenture only into the kind and amount of securities, cash or
other property, receivable upon consummation of such transaction by a holder of
the number of shares of Common Stock of the Company into which such Debenture
could have been converted immediately prior to such transaction. If after
receiving timely notice of a Business Combination where the consideration
received is either (A) all cash or (B) cash and/or property with a fair market
value, as determined in accordance with the documents governing such Business
Combination, per share of Common Stock equal to or in excess of the Conversion
Termination Price (as defined in the Declaration), a Holder does not deliver a
Conversion Request at least three (3) Business Days prior to the consummation of
such transaction, then the conversion rights described in this Section 2.13
shall automatically and without notice to such Holder terminate on the third
Business Day prior to the consummation of such Business Combination.

22




      
The Company or the Person formed by such consolidation or resulting from such
merger or which acquired such assets or which acquires the shares of the
Company, as the case may be, shall make provision in its certificate or articles
of incorporation or other constituent document to establish such right. Such
certificate or articles of incorporation or other constituent document shall
provide for adjustments which, for events subsequent to the effective date of
such certificate or articles of incorporation or other constituent document,
shall be as nearly equivalent as may be practicable to the adjustments provided
for in this Section 2.13. The above provisions shall similarly apply to
successive transactions of the foregoing type. 

      
(f) Whenever the Conversion Price is adjusted as herein provided: 

             
(i) The Company shall compute the adjusted Conversion Price and shall prepare a
certificate signed by the Chairman of the Board, President or Vice President of
the Company and by its Treasurer or an Assistant Treasurer of the Company
setting forth the adjusted Conversion Price and showing in reasonable detail the
facts upon which such adjustment is based, and such certificate shall forthwith
be filed with the Trustee, the Conversion Agent and the transfer agent for the
Trust Securities and the Debentures; and 

             
(ii) notice stating that the Conversion Price has been adjusted and setting
forth the adjusted Conversion Price shall as soon as practicable be mailed by
the Company to all record Trust Securities Holders and Securityholders at their
last addresses as they appear upon the stock transfer books of the Company and
the Trust. 

      
(g) In case: 

             
(i) the Company shall authorize a tender or exchange offer that would require an
adjustment pursuant to Section 2.13(d)(ii). 

             
(ii) of any reclassification of Common Stock (other than a subdivision or
combination of the outstanding Common Stock, or a change in par value, or from
par value to no par value, or from no par value to par value) or of any Change
of Control Transaction or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or other property; or 

             
(iii) of the voluntary or involuntary dissolution, liquidation or winding up of
the Company;

then the Company shall (1) if any Trust
Securities are outstanding, cause to be filed with the transfer agent for the
Trust Securities , and shall cause to be mailed to the Trust Securities Holders,
at their last addresses as they shall appear upon the Security Register of the
Trust, or (2) shall cause to be mailed to all Securityholders at their last
addresses as they shall appear in the Security Register, at least fifteen days
prior to the applicable record or effective date hereinafter specified, a notice
stating the date on which such reclassification, consolidation, merger, sale,
transfer, share exchange, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of Common
Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification,
transfer, share exchange, dissolution, liquidation or winding up (but no failure
to mail such notice or any defect therein or in the mailing thereof shall affect
the validity of the corporate action required to be specified in such notice).


23




      
(h) Notwithstanding the foregoing provisions, the issuance of any shares of
Common Stock pursuant to any plan providing for the reinvestment of dividends or
interest payable on securities of the Company and the investment of additional
optional amounts in shares of Common Stock under any such plan, and the issuance
of any shares of Common Stock or options or rights to purchase such shares
pursuant to any employee benefit plan or program of the Company or pursuant to
any option, warrant, right or exercisable, exchangeable or convertible security
outstanding as of the date the Debentures were first issued, shall not be deemed
to constitute an issuance of Common Stock or exercisable, exchangeable or
convertible securities by the Company to which any of the adjustment provisions
described above shall apply. There also shall be no adjustment of the Conversion
Price in case of the issuance of any stock (or debentures convertible into or
exchangeable for stock) of the Company except as specifically described in this
Section 2.13. 

      
(i) Neither the Trustee nor any Conversion Agent shall at any time be under any
duty or responsibility to any Securityholder to determine whether any facts
exist which may require any adjustment of the Conversion Price, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, herein or in any supplemental indenture provided to be
employed, in making the same. Neither the Trustee nor any Conversion Agent shall
be accountable with respect to the validity or value (or the kind of account) of
any shares of Common Stock or of any securities or property, which may at any
time be issued or delivered upon the conversion of any Debenture; and neither
the Trustee nor any Conversion Agent makes any representation with respect
thereto. Neither the Trustee nor any Conversion Agent shall be responsible for
any failure of the Company to make any cash payment or to issue, transfer or
deliver any shares of Common Stock or stock certificates or other securities or
property upon the surrender of any Debenture for the purpose of conversion, or,
except as expressly herein provided, to comply with any of the covenants of the
Company contained in Article III or this Section 2.13. 

      
(j) The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for issuance upon the conversion of
the Debentures, free from any preemptive or other similar rights, such number of
such shares of Common Stock as shall from time to time be issuable upon the
conversion of all of the Debentures then outstanding. Notwithstanding the
foregoing, the Company shall be entitled to deliver, upon conversion of
Debentures, shares of Common Stock reacquired and held in the treasury of the
Company (in lieu of the issuance of authorized and unissued shares of Common
Stock), so long as any such treasury shares are free and clear of all liens,
charges, security interests or encumbrances. Any shares of Common Stock issued
upon conversion of the Debentures shall be duly authorized, validly issued,
fully paid and nonassessable. Each of the Company and the Trust shall prepare
and shall use its best efforts to obtain and keep in force such governmental or
regulatory permits or other authorizations as may be required by law, and shall
comply with all applicable requirements as to registration or qualification of
the Common Stock issuable upon conversion of Debentures (and all requirements to
list such Common Stock on any national securities exchange or quotation system
that are at the time applicable), to enable the Company lawfully to issue Common
Stock to the Securityholders upon such conversion. 

24




      
(k) The Company shall pay any and all taxes that may be payable in respect of
the issuance or delivery of shares of Common Stock on conversion of Debentures.
The Company shall not, however, be required to pay any tax that may be payable
in respect of any transfer involved in the issuance and delivery of shares of
Common Stock in a name other than that in which the Trust Securities so
converted were registered, and no such issue or delivery shall be made unless
and until the Person requesting such issue has paid to the Company the amount of
any such tax or has established to the satisfaction of the Company that such tax
has been paid. 

      
(l) Nothing in the preceding Section 2.13(k) shall limit the requirement of the
Company to withhold taxes pursuant to the terms of the Debentures or as
otherwise set forth in this Indenture or otherwise require the Trustee or the
Company to pay any amounts on account of such withholding. 

       Section 2.14. Debentures
as Additional Junior Indebtedness; Redemption of Existing
Indebtedness. The Company hereby
expressly acknowledges and agrees that the Debentures rank pari passu in all
respects with all debentures issued by the Company as set forth on Schedule 2.14
attached hereto and incorporated herein, (“Existing Debentures”) and shall rank
pari passu in all respects with all Additional Junior Indebtedness. Except as
otherwise provided in the last sentence of this Section 2.14, in the event the
Company redeems any of the Existing Debentures from and after the Interest
Payment Date in December 2013, the Company shall simultaneously offer to redeem
an equal face amount of the Debentures in accordance with Section 10.1. The
holders of the Trust Securities may then instruct the Trust whether in their
sole discretion they want to participate in the redemption. Debentures redeemed
pursuant to this Section 2.14 shall be redeemed on a proportionate basis from
all then existing holders of the Debentures. The Company may, without being
required to simultaneously redeem any of the Debentures, notwithstanding
anything contained herein to the contrary, redeem, replace and/or refinance all
or any portion of the Existing Debentures using the proceeds from any issuance
of debt or equity securities which qualifies for “Tier 1” or “Tier 2” capital
treatment (or their 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).


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.

25




      
(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 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.

26




      
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. 

27




      
(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. 


28






     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
payments of dividends from direct or indirect subsidiaries of the Company to
their parent corporations, which also shall be direct or indirect subsidiaries
of the Company, provided that such payments must be immediately paid by such
subsidiaries 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 Additional Junior Indebtedness (other
than, with respect to clauses (x) and (y) above, (1) 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,
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.

29




     Section 3.11. Subsidiary; Insured
Depository Institution. So long as any of
the Debentures remain outstanding, at least one operating Subsidiary of the
Company shall be an Insured Depository Institution. 

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. 

     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.



30




     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). 

     Section 4.3. Reports by the Company. The Company shall furnish to the
holders of the Capital Securities and to prospective purchasers of the Capital
Securities, upon their request, the information required to be furnished
pursuant to Rule 144A(d)(4) under the Securities Act. 

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): 

31




     (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;

     (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;

     (g) any Acceleration Event of
Default or other similar term has occurred with respect to any of the Additional
Junior Indebtedness. For purposes of this Section 5.1(g) the term “Acceleration
Event of Default” or other similar terms shall have the meaning subscribed to
them in operative documents related to such Additional Junior
Indebtedness.

32




     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 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. 

33




     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. 

     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. 

34




     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.


     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. 

35




     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. 

     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. 

36




     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
30 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, 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. 

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     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; 

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     (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;


39




     (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; 

     (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. 

40




     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 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.

41




     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. 

     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. 

42




     (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. 

     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.

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     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 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.


44




     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. 

45




     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
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. 

46




     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, 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. 

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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.

     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.

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     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 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.

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     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:

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     (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.

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     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.

     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.

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     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 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 from the
Federal Reserve, if then required under applicable capital guidelines or
policies of the Federal Reserve) 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 2013
(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 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) to redeem the Debentures in
whole, but not in part, at any Interest Payment Date, within 90 days following
the occurrence of such Special Event (the “Special Redemption Date”) at the
Redemption Price.

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     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 (“Redemption Notice”) 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 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, 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. Eastern 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 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 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 Redemption
Price and on and after said date (unless the Company shall default in the
payment of such Debentures at the Redemption Price) 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.

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     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 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
in its reasonable determination 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.

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     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 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 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, 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.

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     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 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.

57




     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, 1281 N. Warson Road, St. Louis, Missouri 63132, Attention: Deborah
N. Barstow. 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 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.

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     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.

59




     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; provided, however, that the Debentures shall
rank pari passu in all material respects with any Additional Junior
Indebtedness, as then in effect and applicable to the Company including, without
limitation, the Existing Debentures.

     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.

60




     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
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.

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     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.

     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.

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     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.

     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.

63




     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.

64




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:	 	



65




EXHIBIT A

FORM OF CONVERTIBLE JUNIOR
SUBORDINATED DEFERRABLE INTEREST
DEBENTURE

[FORM OF FACE OF SECURITY]

     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.

     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 A-1 SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING.

66





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.

     THIS SECURITY
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE
PRINCIPAL AMOUNT OF NOT LESS THAN $1,000.00 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 $1,000.00 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.

     IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR
AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY
THE INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

Convertible Junior Subordinated
Deferrable Interest Debenture
of
Enterprise Financial Services
Corp
December 12, 2008 

    
Enterprise Financial Services Corp, a Delaware corporation (the “Company”
which term includes any successor Person under the Indenture hereinafter
referred to), for value received promises to pay to Wilmington Trust Company,
not in its individual capacity but solely as Institutional Trustee for EFSC
Capital Trust VIII (the “Holder”) or registered assigns, the principal sum of
_________________________________dollars ($_____,000.00) on December 15, 2038,
and to pay interest on said principal sum from December 12, 2008, or from the
most recent Interest Payment Date (as defined below) to which interest has been
paid or duly provided for, quarterly (subject to deferral as set forth herein)
in arrears on March 15, June 15, September 15 and December 15 of each year,
commencing in March 2009, or if such day is not a Business Day, then the next
succeeding Business Day (each such date, an “Interest Payment Date”), at a per
annum rate of 9.00%, applied to the principal amount hereof, until the principal
hereof is paid or duly provided for or made available for payment, and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest (including Additional Interest) compounded quarterly, from the dates
such amounts are due until they are paid or made available for
payment.

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The amount of interest payable for any
period will be computed on the basis of a 360-day year consisting of twelve
30-day months. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Debenture (or one or more Predecessor
Securities) is registered at the close of business on the regular record date
for such interest installment, which shall be one Business Day prior to the day
on which the relevant Interest Payment Date occurs. Any such interest
installment not so punctually paid or duly provided for shall forthwith cease to
be payable to the Holder on such regular record date and may be paid to the
Person in whose name this Debenture (or one or more Predecessor Securities) is
registered at the close of business on a special record date. 

    
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. 

    
The principal of and interest on this Debenture shall be payable at the
office or agency of the Trustee (or other paying agent appointed by the Company)
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment of interest may be made by check
mailed to the registered holder at such address as shall appear in the Debenture
Register if a request for a wire transfer by such holder has not been received
by the Company or by wire transfer to an account appropriately designated by the
holder hereof. 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 Trustee. 

    
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
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”).

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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 engage in any of the activities or transactions
described on the reverse side hereof and in the Indenture. 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. 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 indebtedness evidenced by this Debenture is, to the extent provided
in the Indenture, subordinate and junior in right of payment to the prior
payment in full of all Senior Indebtedness, and this Debenture is issued subject
to the provisions of the Indenture with respect thereto. Each holder of this
Debenture, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take
such action as may be necessary or appropriate to acknowledge or effectuate the
subordination so provided and (c) appoints the Trustee his or her
attorney-in-fact for any and all such purposes. Each holder hereof, by his or
her acceptance hereof, hereby waives all notice of the acceptance of the
subordination provisions contained herein and in the Indenture by each holder of
Senior Indebtedness, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions. 

    
This Debenture shall not be entitled to any benefit under the Indenture
hereinafter referred to, be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by or on behalf of
the Trustee. 

    
The provisions of this Debenture are continued on the reverse side hereof
and such provisions shall for all purposes have the same effect as though fully
set forth at this place. 

69




    
IN WITNESS WHEREOF, the Company has duly executed this certificate.



	
      ENTERPRISE FINANCIAL SERVICES
      CORP

		 
	By: 
    	
	Name:  	
	Title:  	



CERTIFICATE OF
AUTHENTICATION 

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


	
      WILMINGTON TRUST COMPANY, as
      Trustee

		 
	By: 
    	
	Name:  	
	Title:  	




70




[FORM OF REVERSE OF DEBENTURE]


    
This Debenture is one of the convertible junior subordinated deferrable
interest debentures of the Company, all issued or to be issued under and
pursuant to the Indenture dated as of December 12, 2008 (the “Indenture”), duly
executed and delivered between the Company and the Trustee, to which Indenture
reference is hereby made for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the holders of the Debentures. The Debentures are limited in aggregate principal
amount as specified in the Indenture. 

    
Upon the occurrence and continuation of a Special Event prior to the
Interest Payment Date in December 2013, the Company shall have the right to
redeem the Debentures in whole, but not in part, at any Interest Payment Date,
within 90 days following the occurrence of such Special Event, at the Redemption
Price. 

    
In addition, the Company shall have the right 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 2013, at the Redemption Price. Prior to 10:00 a.m.
Eastern 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 Redemption Price. 

    
If all, or less than all, the Debentures are to be redeemed, the Company
will give the Trustee notice not less than 15 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. 

    
Notwithstanding the foregoing, any redemption of Debentures by the
Company shall be subject to the receipt of any and all required regulatory
approvals. 

    
In case an Acceleration Event of Default shall have occurred and be
continuing, upon demand of the Trustee, the principal of all of the Debentures
shall become due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture. 

    
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time outstanding, to execute
supplemental indentures 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.

71




    
The Indenture also contains provisions permitting the holders of a
majority in aggregate principal amount of the Debentures at the time outstanding
on behalf of the holders of all of the Debentures to 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 or of the Indenture 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 of the Indenture; 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 the 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 the Indenture, said default or Event of
Default shall for all purposes of the Debentures and the Indenture be deemed to
have been cured and to be not continuing. 

    
The Debentures shall be convertible to Common Stock in the Company in
accordance with the provisions of Section 2.13 of the Indenture. 

    
No reference herein to the Indenture and no provision of this Debenture
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and premium, if any, and
interest, including Additional Interest, on this Debenture at the time and place
and at the rate and in the money herein prescribed. 

72




    
The Company has agreed that 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
Extension 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 payments of dividends from direct or indirect
subsidiaries of the Company to their parent corporations, which also shall be
direct or indirect subsidiaries of 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 Additional
Junior Indebtedness (other than, with respect to clauses (x) and (y) above, (1)
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, 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, (6)
payments of principal or interest on debt securities or payments of cash
dividends or distributions on any capital stock issued by an Affiliate that is
not, in whole or in part, a subsidiary of the Company (or any redemptions,
repurchases or liquidation payments on such stock or securities), or (7)
payments under the Capital Securities Guarantee). 

    
The Debentures are issuable only in registered, certificated form without
coupons and in minimum denominations of $1,000.00 and any multiple of $1,000.00
in excess thereof. As provided in the Indenture and subject to the transfer
restrictions and limitations as may be contained herein and therein from time to
time, this Debenture is transferable by the holder hereof on the Debenture
Register of the Company. 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 of the
Indenture, 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. 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. 

73




    
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. 

    
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 the 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 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 the Indenture and the issue of the Debentures. 

    
Capitalized terms used and not defined in this Debenture shall have the
meanings assigned in the Indenture dated as of the date of original issuance of
this Debenture between the Trustee and the Company. 

    
THE INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF
LAW PRINCIPLES THEREOF. 

74




EXHIBIT B
FORM OF CERTIFICATE TO TRUSTEE 

    
Pursuant to Section 3.5 of the Indenture between Enterprise Financial
Services Corp, as the Company (the “Company”), and Wilmington Trust Company, as
Trustee, dated as of ___________, 2008 (the “Indenture”), the undersigned hereby
certifies as follows: 

		1.		In my capacity as an officer of
      the Company, I would normally have knowledge of any default by the Company
      during the last fiscal year in the performance of any covenants of the
      Company contained in the Indenture.
	      		      	
		2.		[To my knowledge, the Company is
      not in default in the performance of any covenants contained in the
      Indenture. or, alternatively:
				 
				
      I am aware of the default(s) in
      the performance of covenants in the Indentures, as specified below.]
      



    
Capitalized terms used herein, and not otherwise defined herein, have the
respective meanings ascribed thereto in the Indenture. 

IN WITNESS WHEREOF, the undersigned has
executed this Certificate. 

Date: ___________, 2008 


	By: 
    	
	Name:  	
	Title:  	




75




Schedule
2.14
Existing
Debentures 

	Trust	Amount	Origination
      Date
	Clayco Statutory
      Trust I	$3,100,000	December 17,
      2003
	EFSC Capital Trust
      II	$5,000,000	May 11,
    2004
	EFSC Capital Trust
      III	$11,000,000	December 13,
      2004
	Clayco Statutory
      Trust II	$4,000,000	September 15,
      2005
	EFSC Capital Trust
      IV	$10,000,000	October 11,
      2005
	EFSC Capital Trust
      V	$4,000,000	July 28,
    2006
	EFSC Capital Trust
      VI	$14,000,000	February 26,
      2007
	EFSC Capital Trust
      VII	$4,000,000	September 20,
      2007



76