exv10w3





Exhibit 10.3




MERCANTILE BANCORP, INC.

as Issuer




INDENTURE




Dated as of July 13, 2006




WILMINGTON TRUST COMPANY

as Trustee




FIXED/FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2036





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	ARTICLE I DEFINITIONS 
	 	 	1	 
	Section 1.01. Definitions 
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEBT SECURITIES 
	 	 	9	 
	Section 2.01. Authentication and Dating 
	 	 	9	 
	Section 2.02. Form of Trustee’s Certificate of Authentication 
	 	 	9	 
	Section 2.03. Form and Denomination of Debt Securities 
	 	 	9	 
	Section 2.04. Execution of Debt Securities 
	 	 	10	 
	Section 2.05. Exchange and Registration of Transfer of Debt Securities 
	 	 	10	 
	Section 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities 
	 	 	13	 
	Section 2.07. Temporary Debt Securities 
	 	 	14	 
	Section 2.08. Payment of Interest 
	 	 	14	 
	Section 2.09. Cancellation of Debt Securities Paid, etc. 
	 	 	16	 
	Section 2.10. Computation of Interest 
	 	 	16	 
	Section 2.11. Extension of Interest Payment Period 
	 	 	18	 
	Section 2.12. CUSIP Numbers 
	 	 	18	 
	 
	 	 	 	 
	ARTICLE III PARTICULAR COVENANTS OF THE COMPANY 
	 	 	19	 
	Section 3.01. Payment of Principal, Premium and Interest; Agreed Treatment
of the Debt Securities 
	 	 	19	 
	Section 3.02. Offices for Notices and Payments, etc. 
	 	 	19	 
	Section 3.03. Appointments to Fill Vacancies in Trustee’s Office 
	 	 	20	 
	Section 3.04. Provision as to Paying Agent 
	 	 	20	 
	Section 3.05. Certificate to Trustee 
	 	 	21	 
	Section 3.06. Additional Interest 
	 	 	21	 
	Section 3.07. Compliance with Consolidation Provisions 
	 	 	22	 
	Section 3.08. Limitation on Dividends 
	 	 	22	 
	Section 3.09. Covenants as to the Trust 
	 	 	22	 
	 
	 	 	 	 
	ARTICLE IV LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE 
	 	 	23	 
	Section 4.01. Securityholders’ Lists 
	 	 	23	 
	Section 4.02. Preservation and Disclosure of Lists 
	 	 	23	 
	Section 4.03. Financial and Other Information 
	 	 	24	 
	 
	 	 	 	 
	ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
UPON AN EVENT OF DEFAULT 
	 	 	25	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 5.01. Events of Default 
	 	 	25	 
	Section 5.02. Payment of Debt Securities on Default; Suit Therefor 
	 	 	27	 
	Section 5.03. Application of Moneys Collected by Trustee 
	 	 	28	 
	Section 5.04. Proceedings by Securityholders 
	 	 	28	 
	Section 5.05. Proceedings by Trustee 
	 	 	29	 
	Section 5.06. Remedies Cumulative and Continuing 
	 	 	29	 
	Section 5.07. Direction of Proceedings and Waiver of Defaults by Majority
of Securityholders 
	 	 	29	 
	Section 5.08. Notice of Defaults 
	 	 	30	 
	Section 5.09. Undertaking to Pay Costs 
	 	 	30	 
	 
	 	 	 	 
	ARTICLE VI CONCERNING THE TRUSTEE 
	 	 	31	 
	Section 6.01. Duties and Responsibilities of Trustee 
	 	 	31	 
	Section 6.02. Reliance on Documents, Opinions, etc. 
	 	 	32	 
	Section 6.03. No Responsibility for Recitals, etc. 
	 	 	33	 
	Section 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents
or Registrar May Own Debt Securities 
	 	 	33	 
	Section 6.05. Moneys to be Held in Trust 
	 	 	33	 
	Section 6.06. Compensation and Expenses of Trustee 
	 	 	34	 
	Section 6.07. Officers’ Certificate as Evidence 
	 	 	35	 
	Section 6.08. Eligibility of Trustee 
	 	 	35	 
	Section 6.09. Resignation or Removal of Trustee 
	 	 	35	 
	Section 6.10. Acceptance by Successor Trustee 
	 	 	37	 
	Section 6.11. Succession by Merger, etc. 
	 	 	37	 
	Section 6.12. Authenticating Agents 
	 	 	38	 
	 
	 	 	 	 
	ARTICLE VII CONCERNING THE SECURITYHOLDERS 
	 	 	39	 
	Section 7.01. Action by Securityholders 
	 	 	39	 
	Section 7.02. Proof of Execution by Securityholders 
	 	 	40	 
	Section 7.03. Who Are Deemed Absolute Owners 
	 	 	40	 
	Section 7.04. Debt Securities Owned by Company Deemed Not Outstanding 
	 	 	40	 
	Section 7.05. Revocation of Consents; Future Holders Bound 
	 	 	41	 






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TABLE OF CONTENTS

(continued)





Page  




	 	 	 	 	 
	ARTICLE VIII SECURITYHOLDERS’ MEETINGS 
	 	 	41	 
	Section 8.01. Purposes of Meetings 
	 	 	41	 
	Section 8.02. Call of Meetings by Trustee 
	 	 	42	 
	Section 8.03. Call of Meetings by Company or Securityholders 
	 	 	42	 
	Section 8.04. Qualifications for Voting 
	 	 	42	 
	Section 8.05. Regulations 
	 	 	42	 
	Section 8.06. Voting 
	 	 	43	 
	Section 8.07. Quorum; Actions 
	 	 	43	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL INDENTURES 
	 	 	44	 
	Section 9.01. Supplemental Indentures without Consent of Securityholders 
	 	 	44	 
	Section 9.02. Supplemental Indentures with Consent of Securityholders 
	 	 	45	 
	Section 9.03. Effect of Supplemental Indentures 
	 	 	46	 
	Section 9.04. Notation on Debt Securities 
	 	 	47	 
	Section 9.05. Evidence of Compliance of Supplemental Indenture to be
Furnished to Trustee 
	 	 	47	 
	 
	 	 	 	 
	ARTICLE X REDEMPTION OF SECURITIES 
	 	 	47	 
	Section 10.01. Optional Redemption 
	 	 	47	 
	Section 10.02. Special Event Redemption 
	 	 	47	 
	Section 10.03. Notice of Redemption; Selection of Debt Securities 
	 	 	48	 
	Section 10.04. Payment of Debt Securities Called for Redemption 
	 	 	48	 
	 
	 	 	 	 
	ARTICLE XI CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 
	 	 	.        49	 
	Section 11.01. Company May Consolidate, etc., on Certain Terms 
	 	 	49	 
	Section 11.02. Successor Entity to be Substituted 
	 	 	49	 
	Section 11.03. Opinion of Counsel to be Given to Trustee 
	 	 	50	 
	 
	 	 	 	 
	ARTICLE XII SATISFACTION AND DISCHARGE OF INDENTURE 
	 	 	50	 
	Section 12.01. Discharge of Indenture 
	 	 	50	 
	Section 12.02. Deposited Moneys to be Held in Trust by Trustee 
	 	 	51	 
	Section 12.03. Paying Agent to Repay Moneys Held 
	 	 	51	 
	Section 12.04. Return of Unclaimed Moneys 
	 	 	51	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE XIII IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS 
	 	 	51	 
	Section 13.01. Indenture and Debt Securities Solely Corporate Obligations 
	 	 	51	 
	 
	 	 	 	 
	ARTICLE XIV MISCELLANEOUS PROVISIONS 
	 	 	52	 
	Section 14.01. Successors 
	 	 	52	 
	Section 14.02. Official Acts by Successor Entity 
	 	 	52	 
	Section 14.03. Surrender of Company Powers 
	 	 	52	 
	Section 14.04. Addresses for Notices, etc. 
	 	 	52	 
	Section 14.05. Governing Law 
	 	 	53	 
	Section 14.06. Evidence of Compliance with Conditions Precedent 
	 	 	53	 
	Section 14.07. Business Day Convention 
	 	 	53	 
	Section 14.08. Table of Contents, Headings, etc. 
	 	 	54	 
	Section 14.09. Execution in Counterparts 
	 	 	54	 
	Section 14.10. Separability 
	 	 	54	 
	Section 14.11. Assignment 
	 	 	54	 
	Section 14.12. Acknowledgment of Rights 
	 	 	54	 
	 
	 	 	 	 
	ARTICLE XV SUBORDINATION OF DEBT SECURITIES 
	 	 	55	 
	Section 15.01. Agreement to Subordinate 
	 	 	55	 
	Section 15.02. Default on Senior Indebtedness 
	 	 	55	 
	Section 15.03. Liquidation; Dissolution; Bankruptcy 
	 	 	56	 
	Section 15.04. Subrogation 
	 	 	57	 
	Section 15.05. Trustee to Effectuate Subordination 
	 	 	58	 
	Section 15.06. Notice by the Company 
	 	 	58	 
	Section 15.07. Rights of the Trustee; Holders of Senior Indebtedness 
	 	 	59	 
	Section 15.08. Subordination May Not Be Impaired 
	 	 	59	 
	 
	 	 	 	 
	EXHIBIT A            FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED
DEBT SECURITY DUE 2036 
	 	 	A-l	 
	 
	 	 	 	 
	EXHIBIT B            FORM OF CERTIFICATE OF OFFICER OF THE COMPANY 
	 	 	B-l	 






-iv-




 









 








          THIS INDENTURE, dated as of July 13, 2006, between Mercantile Bancorp, Inc., a bank holding
company incorporated in Delaware (hereinafter sometimes called the “Company”), and Wilmington Trust
Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the “Trustee”).



W I T N E S S E T H
:




          WHEREAS, for its lawful corporate purposes, the Company has duly authorized the issuance of
its Fixed/Floating Rate Junior Subordinated Debt Securities due 2036 (the “Debt Securities”) under
this Indenture and to provide, among other things, for the execution and authentication, delivery
and administration thereof, the Company has duly authorized the execution of this Indenture.



          NOW, THEREFORE, in consideration of the premises, and the purchase of the Debt Securities 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 Debt Securities as
follows:



ARTICLE I




DEFINITIONS




          Section 1.01. Definitions.



          The terms defined in this Section 1.01 (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 1.01. 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.



          “Additional Interest” shall have the meaning set forth in Section 3.06.



          “Additional Provisions” shall have the meaning set forth in Section 15.01.



          “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, New York City or Quincy, Illinois are permitted or required
by any applicable law or executive order to close.



          “Calculation Agent” means the Person identified as “Trustee” in the first paragraph hereof
with respect to the Debt Securities and the Institutional Trustee with respect to the Trust
Securities.



          “Capital Securities” means undivided beneficial interests in the assets of the Trust which are
designated as “Capital Securities” and rank pari passu with Common Securities issued by the Trust;
provided, however, that if an Event of Default (as defined in the Declaration) has
occurred and is continuing, 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 will enter into
with Wilmington Trust Company or other Persons that operates directly or indirectly for the benefit
of holders of Capital Securities of the Trust.



          “Capital Treatment Event” means the receipt by the Company and the Trust of an Opinion of
Counsel experienced in such matters to the effect that, as a result of any amendment to, or 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 Debt Securities, there is more than an insubstantial risk that the Company will not, within 90
days of the date of such opinion, be entitled to treat an amount equal to the aggregate Liquidation
Amount of the Capital Securities as “Tier 1 Capital” (or the then equivalent thereof) for purposes
of the capital adequacy guidelines of the Federal Reserve (or any successor regulatory authority
with jurisdiction over bank holding companies), as then in effect and applicable to the Company,
provided, however, that the distribution of the Debt Securities in connection with
the liquidation of the Trust by the Company 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.



          “Code” means the Internal Revenue Code of 1986, as amended.



          “Common Securities” means undivided beneficial interests in the assets of the Trust which are
designated as “Common Securities” and rank pari passu with Capital Securities issued by the Trust;
provided, however, that if an Event of Default (as defined in the Declaration) has
occurred and is continuing, the rights of holders of such Common Securities to payment in



2









 





respect of distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of such Capital Securities.



          “Company” means Mercantile Bancorp, Inc., a bank holding company incorporated in
Delaware, and, subject to the provisions of Article XI, shall include its successors and
assigns.



          “Debt Security” or “Debt Securities” has the meaning stated in the first recital of this
Indenture.



          “Debt Security Register” has the meaning specified in Section 2.05.



          “Declaration” means the Amended and Restated Declaration of Trust of the Trust dated as of
July 13, 2006, 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 2.08.



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



          “Event of Default” means any event specified in Section 5.01, which has continued for
the period of time, if any, and after the giving of the notice, if any, therein
designated.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended.



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



          “Federal Reserve” means the Board of Governors of the Federal Reserve System.



          “Fixed Period” has the meaning set forth in Section 2.10.



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



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



          “Interest Payment Date means March 23, June 23, September 23 and December 23 of each year,
commencing on September 23, 2006, during the term of this Indenture.



          “Interest Period” has the meaning set forth in Section 2.08.



          “Interest Rate” means a fixed per annum rate of interest equal to 7.17% through the end of the
Interest Period with respect to the Interest Payment Date occurring in September 2011, and a
variable per annum rate of interest equal to LIBOR, as determined on the LIBOR Determination Date
for such Interest Period, plus 1.53% for each Interest Period thereafter.



3









 





          “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 a change in law or
regulation or written 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 becomes effective on or after the date of the original
issuance of the Debt Securities.



          “LIBOR” means the London Interbank Offered Rate for three-month U.S. Dollar deposits in Europe
as determined by the Calculation Agent according to Section 2.10(b).



          “LIBOR Banking Day” has the meaning set forth in Section 2.10(b)(1).



          “LIBOR Business Day” has the meaning set forth in Section 2.10(b)(1).



          “LIBOR Determination Date” has the meaning set forth in Section 2.10(b).



          “Liquidation Amount” means the stated amount of $1,000 per Trust Security.



          “Maturity Date” means September 23, 2036.



          “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the Vice
Chairman, the President or any Vice President, and by the Chief Financial Officer, 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 14.06 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 14.06 if and to the
extent required by the provisions of such Section.



          The term “outstanding,” when used with reference to Debt Securities, subject to the provisions
of Section 7.04, means, as of any particular time, all Debt Securities authenticated and delivered
by the Trustee or the Authenticating Agent under this Indenture, except




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




     (b) Debt Securities, 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, that,
if such Debt Securities, or portions thereof, are to be redeemed prior to maturity thereof,
notice of such redemption shall have been given as provided in Articles



4









 






X and XIV or provision satisfactory to the Trustee shall have been made for giving such
notice; and




     (c) Debt Securities paid pursuant to Section 2.06 or in lieu of or in
substitution for which other Debt Securities shall have been authenticated and delivered
pursuant to the terms of Section 2.06 unless proof satisfactory to the Company and the
Trustee is presented that any such Debt Securities are held by bona fide holders in due
course.



          “Paying Agent” means any paying agent for the Debt Securities appointed pursuant
to Section 3.04.



          “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.



          “Placement Agreement” means the Placement Agreement dated July 13, 2006 among the Company, the
Trust and ABN AMRO, INC.



          “Predecessor Security” of any particular Debt Security means every previous Debt Security
evidencing all or a portion of the same debt as that evidenced by such particular Debt Security;
and, for the purposes of this definition, any Debt Security authenticated and delivered under
Section 2.06 in lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Debt Security.



          “Principal Office of the Trustee” means the office of the Trustee, at which at any particular
time its corporate trust business shall be principally administered, which at all times shall be
located within the United States and at the time of the execution of this Indenture shall be Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.



          “Redemption Date” has the meaning set forth in Section 10.01.



          “Redemption Price” means 100% of the principal amount of the Debt Securities being redeemed
plus accrued and unpaid interest on such Debt Securities to the Redemption Date or, in the case of
redemption at maturity, the Maturity Date, or, in the case of a redemption due to the occurrence of
a Special Event, to the Special Redemption Date if such Special Redemption Date is on or after
September 23, 2011.



          “Responsible Officer” means, with respect to the Trustee, any officer within the Principal
Office of the Trustee with direct responsibility for the administration of the Indenture, 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 Office of
the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of that officer’s knowledge of and familiarity with
the particular subject.



          “Securities Act” means the Securities Act of 1933, as amended.








5









 








          “Securityholder,” “holder of Debt Securities” or other similar terms, means any Person in
whose name at the time a particular Debt Security is registered on the Debt Security Register.



          “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 money borrowed, similar obligations
arising from off-balance sheet guarantees and direct credit substitutes 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 (but excluding
trade accounts payable arising in the ordinary course of business); (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, all obligations associated with
derivative products such as interest rate and foreign exchange contracts and commodity contracts,
any interest rate swap, any other hedging arrangement, any obligation under options or any similar
credit or other transaction; (v) all obligations of the type referred to in clauses (i) through
(iv) above of other Persons for the payment of which the Company is responsible or liable as
obligor, guarantor or otherwise; and (vi) all obligations of the type referred to in clauses (i)
through (v) 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, unless, with the prior approval of the Federal
Reserve if not otherwise generally approved, it is provided in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, that such obligations are not
superior or are pari passu in right of payment to the Debt Securities ; provided, however, that
Senior Indebtedness shall not include (A) any debt securities issued to any trust other than the
Trust (or a trustee of such trust) that is a financing vehicle of the Company (a “financing
entity”), in connection with the issuance by such financing entity of equity or other securities in
transactions substantially similar in structure to the transactions contemplated hereunder and in
the Declaration or (B) any guarantees of the Company in respect of the equity or other securities
of any financing entity referred to in clause (A) above.



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



          “Special Redemption Date” has the meaning set forth in Section 10.02.



          “Special Redemption Price” means, with respect to the redemption of any Debt Security
following a Special Event, an amount in cash equal to the percentage for the principal amount of
the Debt Securities that is specified below for the Special Redemption Date plus unpaid interest
accrued thereon to the Special Redemption Date:



6









 





	 	 	 
	Special Event Redemption During	 	 
	Period Beginning On	 	Percentage of Principal Amount
	July 13, 2006

	 	102.20
	September 23, 2007
	 	101.76
	September 23, 2008
	 	101.32
	September 23, 2009
	 	100.88
	September 23, 2010
	 	100.44
	September 23, 2011
	 	100.00






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



          “Tax Event” means the receipt by the Company and the Trust of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any amendment to or change
(including any announced prospective change) in the laws or any regulations thereunder of the
United States or any political subdivision or taxing authority thereof or therein, or as a result
of any official administrative pronouncement (including any private letter ruling, technical advice
memorandum, regulatory procedure, notice or announcement (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 Debt Securities, 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 Debt
Securities; (ii) interest payable by the Company on the Debt Securities 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 or otherwise required to pay, or required to withhold from
distributions to holders of Trust Securities, more than a de minimis amount of other taxes
(including withholding taxes), duties, assessments or other governmental charges.



          “Trust” means Mercantile Bancorp Capital Trust III, a Delaware statutory trust, or any other
similar trust created for the purpose of issuing Capital Securities in connection with the issuance
of Debt Securities under this Indenture, of which the Company is the sponsor.



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



7









 





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



          “Trustee” means the Person identified as “Trustee” in the first paragraph hereof, and, subject
to the provisions of Article VI hereof, shall also include its successors and assigns as Trustee
hereunder.



          “United States” means the United States of America and the District of Columbia.




          “U.S. Person” has the meaning given to United States Person as set forth in Section
7701(a)(30) of the Code.




8









 








ARTICLE II




DEBT SECURITIES




          Section 2.01. Authentication and Dating.



          Upon the execution and delivery of this Indenture, or from time to time thereafter, Debt
Securities in an aggregate principal amount not in excess of $10,310,000 may be executed and
delivered by the Company to the Trustee for authentication, and the Trustee shall thereupon
authenticate and make available for delivery said Debt Securities to or upon the written order of
the Company, signed by its Chairman of the Board of Directors, Vice Chairman, President or Chief
Financial Officer or one of its Vice Presidents, without any further action by the Company
hereunder. In authenticating such Debt Securities, and accepting the additional responsibilities
under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive,
and (subject to Section 6.01) shall be fully protected in relying upon 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 or other officer with appropriate delegated authority of the Company as the case may be.



          The Trustee shall have the right to decline to authenticate and deliver any Debt Securities
under this Section if the Trustee, being advised 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 securityholders.



          The definitive Debt Securities 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 Debt Securities, as evidenced by their execution of such Debt Securities.



          Section 2.02. Form of Trustee’s Certificate of Authentication.



          The Trustee’s certificate of authentication on all Debt Securities shall be in
substantially the following form:



          This certificate represents Debt Securities referred to in the within-mentioned Indenture.



          WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee



	 	 	 	 	 	 	 
	 

	 	 By	 	 	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






          Section 2.03. Form and Denomination of Debt Securities.



          The Debt Securities shall be substantially in the form of Exhibit A hereto. The Debt
Securities shall be in registered, certificated form without coupons and in minimum denominations
of $100,000 and any multiple of $1,000 in excess thereof. The Debt Securities




9









 







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 2.04. Execution of Debt Securities.



          The Debt Securities 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, Vice Chairman, President or Chief
Financial Officer or one of its Executive Vice Presidents, Senior Vice Presidents, Vice Presidents
or any other officer authorized by the Board of Directors to sign documents in the name and on
behalf of the Company, under its corporate seal (if then legally required) which may be affixed
thereto or printed, engraved or otherwise reproduced thereon, by facsimile or otherwise, and which
need not be attested. Only such Debt Securities 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 officer, 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 Debt Security executed by the Company shall be
conclusive evidence that the Debt Security 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 Debt Securities shall
cease to be such officer before the Debt Securities so signed shall have been authenticated and
delivered by the Trustee or the Authenticating Agent, or disposed of by the Company, such Debt
Securities nevertheless may be authenticated and delivered or disposed of as though the Person who
signed such Debt Securities had not ceased to be such officer of the Company; and any Debt Security
may be signed on behalf of the Company by such Persons as, at the actual date of the execution of
such Debt Security, 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 Debt Security shall be dated the date of its authentication.



          Section 2.05. Exchange and Registration of Transfer of Debt Securities.



          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 3.02, a register (the “Debt
Security Register”) for the Debt Securities issued hereunder in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration and transfer of all
Debt Securities as provided in this Article II. Such register shall be in written form or in any
other form capable of being converted into written form within a reasonable time.



          Debt Securities 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
3.02, 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 Debt Security or Debt Securities which the Securityholder




10









 







making the exchange shall be entitled to receive. Upon due presentment for registration of transfer
of any Debt Security at the Principal Office of the Trustee or at any office or agency of the
Company maintained for such purpose as provided in Section 3.02, 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
Debt Security for a like aggregate principal amount. Registration or registration of transfer of
any Debt Security by the Trustee or by any agent of the Company appointed pursuant to Section 3.02,
and delivery of such Debt Security, shall be deemed to complete the registration or registration of
transfer of such Debt Security.




          All Debt Securities 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 either the Trustee or the Authenticating Agent duly executed by, the holder or such
holder’s attorney duly authorized in writing.



          No service charge shall be made for any exchange or registration of transfer of Debt
Securities, 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
Debt Security for a period of 15 days immediately preceding the date of selection of Debt
Securities for redemption.



          Notwithstanding the foregoing, Debt Securities may not be transferred except in compliance
with the restricted securities legend set forth below, unless otherwise determined by the Company
in accordance with applicable law, which legend shall be placed on each Debt Security:



          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. 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. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING



11









 





THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN “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 (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR (D) 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 AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.



          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT
WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN
COMPLIANCE WITH THE SECURITIES ACT.



          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 THIS SECURITY OR ANY INTEREST
THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE 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 THIS SECURITY 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.



          IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY WILL DELIVER TO THE
REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE




12









 







INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.




          THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT
OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS
SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND
OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
SECURITY.



          THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND
OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS
SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE
COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS
NOT SECURED.



          Section 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities.




          In case any Debt Security 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 Debt
Security bearing a number not contemporaneously outstanding, in exchange and substitution for the
mutilated Debt Security, or in lieu of and in substitution for the Debt Security so destroyed, lost
or stolen. In every case the applicant for a substituted Debt Security 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
Debt Security and of the ownership thereof.



          The Trustee may authenticate any such substituted Debt Security and deliver the same upon the
written request or authorization of any officer of the Company. Upon the issuance of any
substituted Debt Security, 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 Debt Security 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 Debt Security, pay or authorize the payment of the same
(without surrender thereof except in the case of a mutilated Debt Security) 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 Security
and of the ownership thereof.



13









 





          Every substituted Debt Security issued pursuant to the provisions of this Section 2.06 by
virtue of the fact that any such Debt Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Debt
Security 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 Debt Securities duly issued hereunder. All Debt
Securities 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 Debt Securities and shall preclude any and all other rights
or remedies notwithstanding any law or statute existing or hereafter enacted to the contrary with
respect to the replacement or payment of negotiable instruments or other securities without their
surrender.



          Section 2.07. Temporary Debt Securities.



          Pending the preparation of definitive Debt Securities, the Company may execute and the Trustee
shall authenticate and make available for delivery temporary Debt Securities that are typed,
printed or lithographed. Temporary Debt Securities shall be issuable in any authorized
denomination, and substantially in the form of the definitive Debt Securities but with such
omissions, insertions and variations as may be appropriate for temporary Debt Securities, all as
may be determined by the Company. Every such temporary Debt Security 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 Debt Securities. Without unreasonable delay,
the Company will execute and deliver to the Trustee or the Authenticating Agent definitive Debt
Securities and thereupon any or all temporary Debt Securities may be surrendered in exchange
therefor, at the Principal Office of the Trustee or at any office or agency maintained by the
Company for such purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent
shall authenticate and make available for delivery in exchange for such temporary Debt Securities a
like aggregate principal amount of such definitive Debt Securities. 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 Debt Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities authenticated and delivered hereunder.



          Section 2.08. Payment of Interest.



          Each Debt Security will bear interest at the then applicable Interest Rate from and including
each Interest Payment Date or, in the case of the first interest period, the original date of
issuance of such Debt Security to, but excluding, the next succeeding Interest Payment Date or, in
the case of the last interest period, the Redemption Date, Special Redemption Date or Maturity
Date, as applicable (each such period, an “Interest Period”), on the principal thereof, on any
overdue principal and (to the extent that payment of such interest is enforceable under applicable
law) on Deferred Interest and on any overdue installment of interest (including Defaulted
Interest), payable (subject to the provisions of Article XII) on each Interest Payment Date
commencing on September 23, 2006, and on the Redemption Date, the Special Redemption Date or the
Maturity Date, as the case may be. Interest and any Deferred Interest on any Debt



14









 




Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date
shall be paid to the Person in whose name such Debt Security (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 Deferred Interest payable on the Maturity Date, the
Redemption Date or the Special Redemption Date, as the case may be, shall be paid to the Person to
whom principal is paid. In the event that any Debt Security or portion thereof is called for
redemption and the redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on such Debt Security will
be paid upon presentation and surrender of such Debt Security.




          Any interest on any Debt Security, other than Deferred 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 Debt Securities (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 of the amount of Defaulted Interest proposed to be paid on each such Debt
Security and the date of the proposed payment, and at the same time the Company shall deposit with
the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust for the benefit of
the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee
shall fix a special record date for the payment of such Defaulted Interest which shall not be more
than fifteen nor less than ten days prior to the date of the proposed payment and not less than ten
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 his or
her address as it appears in the Debt Security Register, not less than ten 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 Debt Securities (or their respective Predecessor Securities) are
registered on such special record date and thereafter the Company shall have no further payment
obligation in respect of the Defaulted Interest.



          Any 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 Debt Securities.



          The term “regular record date” as used in this Section shall mean the fifteenth day prior to
the applicable Interest Payment Date whether or not such date is a Business Day.



          Subject to the foregoing provisions of this Section, each Debt Security delivered under this
Indenture upon registration of transfer of or in exchange for or in lieu of any other




15









 








Debt Security shall carry the rights to interest accrued and unpaid, and to accrue, that were
carried by such other Debt Security.



          Section 2.09. Cancellation of Debt Securities Paid, etc.



          All Debt Securities 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 Debt Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. All Debt Securities
canceled by any Authenticating Agent shall be delivered to the Trustee. The Trustee shall destroy
all canceled Debt Securities unless the Company otherwise directs the Trustee in writing, in which
case the Trustee shall dispose of such Debt Securities as directed by the Company. If the Company
shall acquire any of the Debt Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Debt Securities unless and until
the same are surrendered to the Trustee for cancellation.



          Section 2.10. Computation of Interest.



          (a) The amount of interest payable for each Interest Period during the Fixed Period will be
computed on the basis of a 360-day year and twelve 30-day months and, thereafter, on the basis of a
360-day year and the actual number of days elapsed in such Interest Period; provided,
however, that upon the occurrence of a Special Event redemption pursuant to Section 10.02
the amounts payable pursuant to this Indenture shall be calculated as set forth in the definition
of Special Redemption Price.



          (b) LIBOR shall be determined by the Calculation Agent for each Interest Period after the end
of the Interest Period with respect to the Interest Payment Date occurring in September 2011 (the
“Fixed Period”) in accordance with the following provisions:




     (1) On the second LIBOR Business Day (provided, that on such day
commercial banks are open for business (including dealings in foreign currency
deposits) in London (a “LIBOR Banking Day”), and otherwise the next preceding LIBOR
Business Day that is also a LIBOR Banking Day) prior to March 23, June 23, September
23 and December 23, as the case may be, immediately preceding the commencement of
such Interest Period, (each such day, a “LIBOR Determination Date”), LIBOR shall
equal the rate, as obtained by the Calculation Agent for three-month U.S. Dollar
deposits in Europe, which appears on Telerate (as defined in the International Swaps
and Derivatives Association, Inc. 2000 Interest Rate and Currency Exchange
Definitions) Page 3750 or such other page as may replace such Telerate Page 3750, as
of 11:00 a.m. (London time) on such LIBOR Determination Date, as reported by
Bloomberg Financial Markets Commodities News (or any successor service). “LIBOR
Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banking institutions in New York, New York or Wilmington, Delaware are
authorized or obligated by law or executive order to be closed. If such rate is
superseded on Telerate Page 3750 by a corrected rate before 12:00 noon (London time)
on the



16









 






same LIBOR Determination Date, the corrected rate as so substituted will be the
applicable LIBOR for that LIBOR Determination Date.




     (2) If, on any LIBOR Determination Date, such rate does not appear on Telerate
Page 3750 as reported by Bloomberg Financial Markets Commodities News or such other
page as may replace such Telerate Page 3750, the Calculation Agent shall determine
the arithmetic mean of the offered quotations of the Reference Banks (as defined
below) to leading banks in the London interbank market for three-month U.S. Dollar
deposits in Europe (in an amount determined by the Calculation Agent) by reference
to requests for quotations as of approximately 11:00 a.m. (London time) on the LIBOR
Determination Date made by the Calculation Agent to the Reference Banks. If, on any
LIBOR Determination Date, at least two of the Reference Banks provide such
quotations, LIBOR shall equal the arithmetic mean of such quotations. If, on any
LIBOR Determination Date, only one or none of the Reference Banks provide such a
quotation, LIBOR shall be deemed to be the arithmetic mean of the offered quotations
that at least two leading banks in the City of New York (as selected by the
Calculation Agent) are quoting on the relevant LIBOR Determination Date for
three-month U.S. Dollar deposits in Europe at approximately 11:00 a.m. (London time)
(in an amount determined by the Calculation Agent). As used herein, “Reference
Banks” means four major banks in the London interbank market selected by the
Calculation Agent.




     (3) If the Calculation Agent is required but is unable to determine a rate in
accordance with at least one of the procedures provided above, LIBOR shall be LIBOR
in effect on the previous LIBOR Determination Date (whether or not LIBOR for such
period was in fact determined on such LIBOR Determination Date).



          (c) All percentages resulting from any calculations on the Debt Securities 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).



          (d) On each LIBOR Determination Date, the Calculation Agent shall notify, in writing, the
Company and the Paying Agent of the applicable Interest Rate in effect for the related Interest
Period. The Calculation Agent shall, upon the request of the holder of any Debt Securities, provide
the Interest Rate then in effect. All calculations made by the Calculation Agent in the absence of
manifest error shall be conclusive for all purposes and binding on the Company and the holders of
the Debt Securities. The Paying Agent shall be entitled to rely on information received from the
Calculation Agent or the Company as to the Interest Rate. The Company shall, from time to time,
provide any necessary information to the Paying Agent relating to any original issue discount and
interest on the Debt Securities that is included in any payment and reportable for taxable income
calculation purposes.



17









 





          Section 2.11. Extension of Interest Payment Period.



          So long as no Event of Default pursuant to Sections 5.01(b), (e) or (f) of this Indenture 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 Debt Securities by extending the interest
payment period on the Debt Securities at any time and from time to time during the term of the Debt
Securities, for up to twenty consecutive quarterly periods (each such extended interest payment
period, an “Extension Period”). No Extension Period may end on a date other than an Interest
Payment Date. During any Extension Period, interest will continue to accrue on the Debt Securities,
and interest on such accrued interest (such accrued interest and interest thereon referred to
herein as “Deferred Interest”) will accrue, at the Interest Rate, compounded quarterly from the
date such Deferred Interest would have been payable were it not for the Extension Period, both to
the extent permitted by law. No interest or Deferred Interest (except any Additional Interest that
may be due and payable) shall be due and payable during an Extension Period, except at the end
thereof. At the end of any such Extension Period the Company shall pay all Deferred Interest then
accrued and unpaid on the Debt Securities; provided, however, that no Extension
Period may extend beyond the Maturity Date, Redemption Date or Special Redemption Date; and
provided further, however, that during any such Extension Period, the Company shall
be subject to the restrictions set forth in Section 3.08 of this 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 twenty consecutive quarterly periods. Upon the termination of any Extension Period and
upon the payment of all Deferred Interest, the Company may commence a new Extension Period, subject
to the foregoing requirements. The Company must give the Trustee notice of its election to begin
such Extension Period at least one Business Day prior to the date such interest is payable, but in
any event not later than the related regular record date. 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 Debt Securities 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, that any such notice may state that no representation is made as
to the correctness of such numbers either as printed on the Debt Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers
printed on the Debt Securities, 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









 








ARTICLE III




PARTICULAR COVENANTS OF THE COMPANY




          Section 3.01. Payment of Principal, Premium and Interest; Agreed Treatment of the Debt
Securities.



          (a) The Company covenants and agrees that it will duly and punctually pay or cause to be paid
all payments due on the Debt Securities at the place, at the respective times and in the manner
provided in this Indenture and the Debt Securities. At the option of the Company, each installment
of interest on the Debt Securities may be paid (i) by mailing checks for such interest payable to
the order of the holders of Debt Securities entitled thereto as they appear on the Debt Security
Register or (ii) by wire transfer to any account with a banking institution located in the United
States designated by such Person to the Paying Agent no later than the related record date.



          (b) The Company will treat the Debt Securities as indebtedness, and the interest payable in
respect of such Debt Securities as interest, for all U.S. federal income tax purposes. All payments
in respect of such Debt Securities will be made free and clear of U.S. withholding tax to any
beneficial owner thereof that has provided an Internal Revenue Service Form W-8BEN (or any
substitute or successor form) establishing its non-U.S. status for U.S. federal income tax
purposes.



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



          (d) As of the date of this Indenture, the Company represents that the likelihood that it would
exercise its right under Section 2.11 to defer payments of interest on the Debt Securities by
commencing an Extension Period at any time during which the Debt Securities 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 premium, if any, 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 Debt Securities.



          Section 3.02. Offices for Notices and Payments, etc.



          So long as any of the Debt Securities remain outstanding, the Company will maintain in
Wilmington, Delaware or in Quincy, Illinois an office or agency where the Debt Securities may be
presented for payment, an office or agency where the Debt Securities may be presented for
registration of transfer and for exchange as provided in this Indenture and an office or agency
where notices and demands to or upon the Company in respect of the Debt Securities 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



19









 







contemplated by Section 2.05, such office or agency for all of the above purposes shall be the
Principal Office of the Trustee. In case the Company shall fail to maintain any such office or
agency in Wilmington, Delaware or in Quincy, Illinois 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 or Quincy, Illinois where the Debt Securities
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 or in Quincy, Illinois for the purposes above mentioned. The Company will give
to the Trustee prompt written notice of any such designation or rescission thereof.



          Section 3.03. 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 6.09, a Trustee, so that there shall at all times be a
Trustee hereunder.



          Section 3.04. 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 3.04,





     (1) that it will hold all sums held by it as such agent for the payment of all
payments due on the Debt Securities (whether such sums have been paid to it by the
Company or by any other obligor on the Debt Securities) in trust for the benefit of
the holders of the Debt Securities;




     (2) that it will give the Trustee prompt written notice of any failure by the
Company (or by any other obligor on the Debt Securities) to make any payment on the
Debt Securities 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 payments due on the Debt Securities, set aside, segregate and hold in
trust
for the benefit of the holders of the Debt Securities a sum sufficient to pay such principal,
premium or interest 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 Debt
Securities) to make any payment on the Debt Securities when the same shall become due and
payable.








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          Whenever the Company shall have one or more Paying Agents for the Debt Securities, it will, on
or prior to each due date of the payments on the Debt Securities, deposit with a Paying Agent a sum
sufficient to pay all 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.



          (c) Anything in this Section 3.04 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge with respect to the Debt
Securities, 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
same terms and conditions herein contained.



          (d) Anything in this Section 3.04 to the contrary notwithstanding, the agreement to hold sums
in trust as provided in this Section 3.04 is subject to Sections 12.03 and 12.04.



          (e) The Company hereby initially appoints the Trustee to act as Paying Agent.



          Section 3.05. 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 Debt Securities are outstanding hereunder, a Certificate, substantially in the
form of Exhibit B attached hereto, 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 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 thereof.



          Section 3.06. Additional Interest.



          If and for so long as the Trust is the holder of all Debt Securities and is subject to, or
otherwise required to pay, or is required to withhold from distributions to holders of Trust
Securities, 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 (the
“Additional Interest”) on the Debt Securities as shall be required so that the net amounts received
and retained by the Trust after paying 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 Debt Securities
there is a reference in any context to the payment of principal of or premium, if any, or interest
on the Debt Securities, such mention shall be deemed to include mention of payments of the
Additional Interest provided for in this paragraph to the extent that, in such context, Additional
Interest is, was or would be payable in respect thereof pursuant to the provisions of this
paragraph and express mention of the payment of Additional Interest (if applicable) in any
provisions hereof shall not be construed as excluding Additional Interest 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 Interest that may be due and payable.



21









 





          Section 3.07. Compliance with Consolidation Provisions.



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



          Section 3.08. Limitation on Dividends.



          If (i) there shall have occurred and be continuing a Default or 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 Debt Securities by extending the interest payment period as provided herein and
such period, or any extension thereof, shall have commenced and be continuing, then the Company may
not (A) 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, (B) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities
of the Company that rank pari passu in all respects with or junior in interest to the Debt
Securities or (C) make any payment under any guarantees of the Company that rank pari passu in all
respects with or junior in interest to the Capital Securities Guarantee (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) 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, (II) in connection with a
dividend reinvestment or stockholder stock purchase plan or (III) 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 occurrence of (i),
(ii) or (iii) above, (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 stockholder’s rights plan, or the issuance of rights, stock or other property
under any stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto or
(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 in interest to such
stock).



          Section 3.09. Covenants as to the Trust.



          For so long as such 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 that is a U.S. Person may succeed to the Company’s ownership of
such Common Securities. The Company, as owner of the Common Securities, shall use commercially
reasonable efforts to cause the Trust (a) to remain a statutory trust, except in connection with a
distribution of Debt Securities to the holders of Trust Securities




22









 







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, (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
Debt Securities.




ARTICLE IV 


LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE



          Section 4.01. 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 an Interest Payment Date, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Securityholders of the Debt
Securities 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 4.01 so long as the Trustee is in
possession thereof by reason of its acting as Debt Security registrar.



          Section 4.02. 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 Debt Securities (1) contained in the
most recent list furnished to it as provided in Section 4.01 or (2) received by it in the capacity
of Debt Securities registrar (if so acting) hereunder. The Trustee may destroy any list furnished
to it as provided in Section 4.01 upon receipt of a new list so furnished.



          (b) In case three or more holders of Debt Securities (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 Debt Security for a period of at least six months preceding the date of such
application, and such application states that the applicants desire to communicate with other
holders of Debt Securities with respect to their rights under this Indenture or under such Debt
Securities 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 five 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 4.02, or








23









 









          (2) inform such applicants as to the approximate number of holders of Debt
Securities 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 4.02, and as to
the approximate cost of mailing to such Securityholders the form of proxy or other
communication, if any, specified in such application.



     If the Trustee shall elect not to afford such applicants access to such information, the
Trustee shall, upon the written request of such applicants, mail to each Securityholder of Debt
Securities 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 4.02 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 Debt Securities, 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 Debt Securities, 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 Debt Securities in accordance with the provisions of subsection (b) of
this Section 4.02, 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 4.03. Financial and Other Information.



          (a) The Company shall deliver to each holder of the Debt Securities and the Capital
Securities (1) if the Company or any of its Subsidiaries is not then (x) subject to Section 13 or
15(d) of the Exchange Act or (y) exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the
information required by Rule 144A(d)(4) under the Securities Act, (2) if the Company is not then
required to file Form FR Y-9C, the audited annual financial statements (or, if no audited financial
statements are prepared, the unaudited financial statements) of the Company and any Subsidiaries
within 90 days after the end of the fiscal year, and (3) within 30 days after the end of the fiscal
year of the Company, Form 1099 or such other annual U.S. federal income tax information statement
required by the Code, containing such information with




24









 







regard to the Debt Securities held by such holder as is required by the Code and the income tax
regulations of the U.S. Treasury thereunder.




          (b) If and so long as the holder of the Capital Securities is an entity that holds a
pool of trust preferred securities, debt securities and/or similar securities or a trustee thereof,
the Company will cause copies of its reports on FR Y-9C, FR Y-9LP and FR Y-6 to be delivered to the
holder promptly following their filing with the Federal Reserve.



ARTICLE V




REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
DEFAULT




          Section 5.01. Events of Default.



          The following events shall be “Events of Default” with respect to Debt Securities:




          (a) the Company defaults in the payment of any interest upon any Debt Security when it becomes
due and payable, and continuance of such default for a period of 30 days; for the avoidance of
doubt, an extension of any interest payment period by the Company in accordance with Section 2.11
of this Indenture shall not constitute a default under this clause 5.01(a); or



          (b) the Company defaults in the payment of any interest upon any Debt Security, including any
Additional Interest in respect thereof, following the nonpayment of any such interest for twenty
(20) or more consecutive quarterly interest payment periods; or



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



          (d) the Company defaults in the performance of, or breaches, any of its covenants or
agreements in Sections 3.06, 3.07, 3.08 or 3.09 of 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 90 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 not less than 25% in aggregate principal amount of the outstanding Debt
Securities, a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or



          (e) a court having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or other similar official) of the Company or for any substantial part of its
property, or orders 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




25









 








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



          (g) the Trust shall have voluntarily or involuntarily liquidated, dissolved, wound-up its
business or otherwise terminated its existence except in connection with (1) the distribution of
the Debt Securities to holders of the Trust Securities in liquidation of their interests in the
Trust, (2) the redemption of all of the outstanding Trust Securities or (3) certain mergers,
consolidations or amalgamations, each as permitted by the Declaration.



          If an Event of Default specified under clause (b) of this Section 5.01 occurs and is
continuing with respect to the Debt Securities, then, in each and every such case, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the Debt Securities
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 Debt Securities and any premium and
interest accrued, but unpaid, thereon to be due and payable immediately, and upon any such
declaration the same shall become immediately due and payable. If an Event of Default specified
under clause (e) or (f) of this Section 5.01 occurs, then, in each and every such case, the entire
principal amount of the Debt Securities and any premium and interest accrued, but unpaid, thereon
shall ipso facto become immediately due and payable without further action.



          The foregoing provisions, however, are subject to the condition that if, at any time after the
principal of the Debt Securities shall have become due by acceleration, 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 Debt Securities and all payments on the Debt
Securities which shall have become due otherwise than by acceleration (with interest upon all such
payments and Deferred Interest, to the extent permitted by law) 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 6.06, if any, and (ii) all Events of Default under this Indenture, other than the
nonpayment of the payments on Debt Securities 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 Debt Securities then outstanding, by
written notice to the Company and to the Trustee, may waive all defaults and rescind and annul such
acceleration 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 Debt Securities shall be




26









 







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 Debt Securities shall continue as though
no such proceeding had been taken.




          Section 5.02. Payment of Debt Securities on Default; Suit Therefor.




          The Company covenants that upon the occurrence of an Event of Default pursuant to clause (b)
of Section 5.01 and upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Debt Securities, the whole amount that then shall have become due and
payable on all Debt Securities, including Deferred Interest accrued on the Debt Securities; 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 6.06. 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 Debt Securities and collect in the manner provided by law
out of the property of the Company or any other obligor on such Debt Securities 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 Debt Securities 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
Debt Securities, or to the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debt Securities shall then be due and payable as
therein expressed or by acceleration or otherwise and irrespective of whether the Trustee shall
have made any demand pursuant to the provisions of this Section 5.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims
for the whole amount of principal and interest owing and unpaid in respect of the Debt Securities
and, 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 6.06) and of the Securityholders allowed in such judicial proceedings
relative to the Company or any other obligor on the Debt Securities, 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 Debt Securities 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, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to distribute the same
after the deduction of its charges and expenses; and 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




27









 







compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other amounts due to the Trustee under Section 6.06.




          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 Debt Securities 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 Debt
Securities, may be enforced by the Trustee without the possession of any of the Debt Securities, 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 Debt
Securities.



          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 Debt Securities, and it shall not be
necessary to make any holders of the Debt Securities parties to any such proceedings.



          Section 5.03. Application of Moneys Collected by Trustee.



          Any moneys collected by the Trustee 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
Debt Securities 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 6.06;



          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 Debt Securities, 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 Debt Securities; and



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



          Section 5.04. Proceedings by Securityholders.



          No holder of any Debt Security 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 Debt Securities and unless the holders of
not less than 25% in aggregate principal amount of the Debt Securities then outstanding shall have
given the Trustee a written request to institute such action, suit or




28









 








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; provided, that no holder of Debt Securities shall have any
right to prejudice the rights of any other holder of Debt Securities, obtain priority or preference
over any other such holder or enforce any right under this Indenture except in the manner herein
provided and for the equal, ratable and common benefit of all holders of Debt Securities.



          Notwithstanding any other provisions in this Indenture, however, the right of any holder of
any Debt Security to receive payment of the principal of, premium, if any, and interest on such
Debt Security 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. 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 5.05. 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 5.06. Remedies Cumulative and Continuing.



          Except as otherwise provided in Section 2.06, 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 Debt Securities, 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 Debt Securities, and no delay or omission of the Trustee or of any holder of
any of the Debt Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right 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 5.04, 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 or by the Securityholders.



          Section 5.07. Direction of Proceedings and Waiver of Defaults by Majority of
Securityholders.



          The holders of a majority in aggregate principal amount of the Debt Securities 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 Debt Securities;




29









 







provided, however, that (subject to the provisions of Section 6.01) 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. Prior to any
declaration of acceleration, or ipso facto acceleration, of the maturity of the Debt Securities,
the holders of a majority in aggregate principal amount of the Debt Securities at the time
outstanding may on behalf of the holders of all of the Debt Securities 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 Debt
Securities, (b) in respect of covenants or provisions hereof which cannot be modified or amended
without the consent of the holder of each Debt Security affected, or (c) in respect of the
covenants contained in Section 3.09; provided, however, that if the Debt Securities
are held by the Trust or a trustee of the Trust, such waiver or modification to such waiver shall
not be effective until the holders of a majority in liquidation preference of the 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 Debt Security 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 or Event of 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 Debt Securities 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 5.07, said Default or Event of
Default shall for all purposes of the Debt Securities and this Indenture be deemed to have been
cured and to be not continuing.




          Section 5.08. Notice of Defaults.



          The Trustee shall, within 90 days after a Responsible Officer of the Trustee shall have actual
knowledge or received written notice of the occurrence of a default with respect to the Debt
Securities, mail to all Securityholders, as the names and addresses of such holders appear upon the
Debt Security Register, notice of all defaults with respect to the Debt Securities 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 5.08 being hereby defined to be any event specified in
Section 5.01, not including periods of grace, if any, provided for therein); provided,
that, except in the case of default in the payment of the principal of, premium, if any, or
interest on any of the Debt Securities, 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.



          Section 5.09. Undertaking to Pay Costs.



          All parties to this Indenture agree, and each holder of any Debt Security by such holder’s
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




30









 







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; but the provisions of this Section 5.09 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 Debt Securities
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 Debt Security against the Company on or
after the same shall have become due and payable.




ARTICLE VI




CONCERNING THE TRUSTEE




          Section 6.01. Duties and Responsibilities of Trustee.



          With respect to the holders of Debt Securities issued hereunder, the Trustee, prior to the
occurrence of an Event of Default with respect to the Debt Securities and after the curing or
waiving of all Events of Default which may have occurred, with respect to the Debt Securities,
undertakes to perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default with respect to the Debt Securities 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 person
would exercise or use under the circumstances in the conduct of such person’s 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 the Debt
Securities 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 the Debt Securities 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 Debt
Securities 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
on their face 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;



          (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 5.07,
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; and



          (d) the Trustee shall not be charged with knowledge of any Default or Event of Default with
respect to the Debt Securities unless either (1) a Responsible Officer shall have actual knowledge
of such Default or Event of Default or (2) 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 Debt Securities or by any
holder of the Debt Securities, except with respect to an Event of Default pursuant to Sections
5.01(a), 5.01(b) or 5.01(c) hereof (other than an Event of Default resulting from the default in
the payment of Additional Interest or premium, if any, if the Trustee does not have actual
knowledge or written notice that such payment is due and payable), of which the Trustee shall be
deemed to have knowledge.



          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.



          Section 6.02. Reliance on Documents, Opinions, etc.



          Except as otherwise provided in Section 6.01:



          (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 in good
faith 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;



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          (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 Debt Securities (that has not been
cured or waived) to exercise with respect to the Debt Securities 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 person would exercise or use under the circumstances in the conduct of such person’s own
affairs;



          (f) the Trustee shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond, debenture, coupon or other paper or document, unless requested in writing to
do so by the holders of not less than a majority in principal amount of the outstanding Debt
Securities 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; and



          (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.



          Section 6.03. No Responsibility for Recitals, etc.



          The recitals contained herein and in the Debt Securities (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 Debt Securities. The Trustee and the Authenticating Agent
shall not be accountable for the use or application by the Company of any Debt Securities or the
proceeds of any Debt Securities authenticated and delivered by the Trustee or the Authenticating
Agent in conformity with the provisions of this Indenture.



          Section 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar
May Own Debt Securities.



          The Trustee or any Authenticating Agent or any Paying Agent or any transfer agent or any Debt
Security registrar, in its individual or any other capacity, may become the owner or pledgee of
Debt Securities with the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, transfer agent or Debt Security registrar.



          Section 6.05. Moneys to be Held in Trust.



          Subject to the provisions of Section 12.04, 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




33









 







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,
if any, shall be paid from time to time to the Company upon the written order of the Company,
signed by the Chairman of the Board of Directors, the President, the Chief Operating Officer, a
Vice President, the Treasurer or an Assistant Treasurer of the Company.




          Section 6.06. Compensation and Expenses of Trustee.



          The Company covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, such compensation as shall be agreed to in writing between the Company and
the Trustee (which shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust), and the Company will pay or reimburse the Trustee upon its written
request for all documented 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 reasonable expenses and disbursements of its counsel and of all Persons not
regularly in its employ) except any such expense, disbursement or advance that arises from its
negligence or bad faith, except as provided in the fee agreement between the Company and the
Trustee dated of even date herewith. The Company also covenants to indemnify each of the Trustee
(including in its individual capacity) and 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), except
to the extent such loss, damage, claim, liability or expense results from the negligence or bad
faith of such indemnitee, 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 or liability in
the premises. The obligations of the Company under this Section 6.06 to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for documented expenses, disbursements and advances
shall constitute additional indebtedness hereunder. Such additional indebtedness shall be secured
by a lien prior to that of the Debt Securities 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 Debt
Securities.



          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
subsections (e), (f) or (g) of Section 5.01, 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 Debt Security 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 Debt Securities or otherwise advance funds to or on behalf of the
Company.




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          Section 6.07. Officers’ Certificate as Evidence.



          Except as otherwise provided in Sections 6.01 and 6.02, 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
bad faith 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 bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken
or omitted by it under the provisions of this Indenture upon the faith thereof.



          Section 6.08. Eligibility of Trustee.



          The Trustee hereunder shall at all times be a U.S. Person that is a banking corporation or
national association organized and doing business under the laws of the United States of America or
any state thereof or of the District of Columbia and authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least fifty million U.S.
dollars ($50,000,000) and subject to supervision or examination by federal, state, or District of
Columbia authority. If such corporation or national association 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 6.08 the combined capital and surplus of such
corporation or national association 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, notwithstanding that such corporation or
national association shall be otherwise eligible and qualified under this Article.



          In case at any time the Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.08, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.09.



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



          Section 6.09. 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 Debt Securities at their addresses as they shall appear on
the Debt Security 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




35









 








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 Debt Security or Debt Securities for at least six months may,
subject to the provisions of Section 5.09, on behalf of himself or herself and all others similarly
situated, petition any such court for the appointment of a successor Trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor
Trustee.



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




          (1) the Trustee shall fail to comply with the provisions of the last paragraph
of Section 6.08 after written request therefor by the Company or by any
Securityholder who has been a bona fide holder of a Debt Security or Debt Securities
for at least six months,




          (2) the Trustee shall cease to be eligible in accordance with the provisions of
Section 6.08 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 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 5.09, if no successor Trustee shall have been so appointed and
have accepted appointment within 30 days of the occurrence of any of (1),(2) or (3) above, any
Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least
six months may, on behalf of himself or herself 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 a successor Trustee.




          (c) Upon prior written notice to the Company and the Trustee, the holders of a majority in
aggregate principal amount of the Debt Securities 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 ten 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 6.09 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 6.09 shall become effective upon acceptance of appointment
by the successor Trustee as provided in Section 6.10.




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          Section 6.10. Acceptance by Successor Trustee.



          Any successor Trustee appointed as provided in Section 6.09 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 Debt Securities 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 the amounts then due it pursuant to the provisions of Section
6.06, 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 hereunder. 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
6.06.



          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 Debt Securities 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 6.10 unless at the
time of such acceptance such successor Trustee shall be eligible under the provisions of Section
6.08.



          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 Debt
Securities at their addresses as they shall appear on the Debt Security Register. If the Company
fails to mail such notice within ten 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.




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          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, that 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 Debt Securities 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 Debt Securities so authenticated; and in case at that time any of the Debt
Securities shall not have been authenticated, any successor to the Trustee may authenticate such
Debt Securities 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 Debt Securities 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 Debt Securities in the name of any predecessor Trustee shall
apply only to its successor or successors by merger, conversion or consolidation.



          Section 6.12. Authenticating Agents.



          There may be one or more Authenticating Agents appointed by the Trustee upon
the request of the Company with power to act on its behalf and subject to its direction in the
authentication and delivery of Debt Securities 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 Debt Securities; provided, 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 Debt Securities. Any such Authenticating Agent
shall at all times be a banking corporation or national association 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 and being subject to supervision or examination by
federal,
state, territorial or District of Columbia authority. If such banking corporation or national
association 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





38









 







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 Debt Securities 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 Debt
Securities as the names and addresses of such holders appear on the Debt Security 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 Debt Securities of its
predecessor hereunder, with like effect as if originally named as Authenticating Agent herein.



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



ARTICLE VII




CONCERNING THE SECURITYHOLDERS




          Section 7.01. Action by Securityholders.



          Whenever in this Indenture it is provided that the holders of a specified percentage in
aggregate principal amount of the Debt Securities 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 Debt Securities 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 Debt
Securities 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




39









 







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 Debt Securities 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
Debt Securities 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 six months after the record date.




          Section 7.02. Proof of Execution by Securityholders.



          Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the execution of any
instrument by a Securityholder or such Securityholder’s 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 Debt Securities shall be
proved by the Debt Security Register or by a certificate of the Debt Security registrar. The
Trustee may require such additional proof of any matter referred to in this Section as it shall
deem necessary.



          The record of any Securityholders’ meeting shall be proved in the manner provided in
Section 8.06.



          Section 7.03. Who Are Deemed Absolute Owners.



          Prior to due presentment for registration of transfer of any Debt Security, the Company, the
Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and any Debt Security
registrar may deem the Person in whose name such Debt Security shall be registered upon the Debt
Security Register to be, and may treat such Person as, the absolute owner of such Debt Security
(whether or not such Debt Security shall be overdue) for the purpose of receiving payment of or on
account of the principal of, premium, if any, and interest on such Debt Security 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 Debt Security registrar shall be affected by any notice to the
contrary. All such payments so made to any holder for the time being or upon such holder’s 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 Debt Security.



          Section 7.04. Debt Securities Owned by Company Deemed Not Outstanding.



          In determining whether the holders of the requisite aggregate principal amount of Debt
Securities have concurred in any direction, consent or waiver under this Indenture, Debt Securities
which are owned by the Company or any other obligor on the Debt Securities or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company (other than the Trust) or any other obligor on the Debt Securities shall be disregarded
and deemed not to be outstanding for the purpose of any such determination; provided, that
for the purposes of determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Debt Securities which a Responsible Officer of



40









 







the Trustee actually knows are so owned shall be so disregarded. Debt Securities so owned which
have been pledged in good faith may be regarded as outstanding for the purposes of this Section
7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote
such Debt Securities 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 7.05. Revocation of Consents; Future Holders Bound.



          At any time prior to (but not after) the evidencing to the Trustee, as provided in Section
7.01, of the taking of any action by the holders of the percentage in aggregate principal amount of
the Debt Securities specified in this Indenture in connection with such action, any holder (in
cases where no record date has been set pursuant to Section 7.01) or any holder as of an applicable
record date (in cases where a record date has been set pursuant to Section 7.01) of a Debt Security
(or any Debt Security 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 Debt Securities 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 7.02, revoke such action so
far as concerns such Debt Security (or so far as concerns the principal amount represented by any
exchanged or substituted Debt Security). Except as aforesaid any such action taken by the holder of
any Debt Security shall be conclusive and binding upon such holder and upon all future holders and
owners of such Debt Security, and of any Debt Security 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 Debt Security or any Debt Security issued in exchange or substitution
therefor.



ARTICLE VIII




SECURITYHOLDERS’ MEETINGS




          Section 8.01. 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 9.02; or




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          (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 Debt Securities under any other provision
of this Indenture or under applicable law.



          Section 8.02. Call of Meetings by Trustee.



          The Trustee may at any time call a meeting of Securityholders to take any action specified in
Section 8.01, to be held at such time and at such place in New York or Wilmington, Delaware, 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 Debt Securities affected at their addresses as they shall appear on
the Debt Securities Register. Such notice shall be mailed not less than 20 nor more than 180 days
prior to the date fixed for the meeting.



          Section 8.03. 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 Debt Securities, 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 in Quincy, Illinois for such meeting and
may call such meeting to take any action authorized in Section 8.01, by mailing notice thereof as
provided in Section 8.02.



          Section 8.04. Qualifications for Voting.



          To be entitled to vote at any meeting of Securityholders a Person shall be (a) a holder of one
or more Debt Securities 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 Debt Securities. 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 8.05. 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 Debt Securities 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 deem appropriate.



          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 8.03, in which case the Company or the Securityholders calling the meeting,




42









 








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 at the meeting.



          Subject to the provisions of Section 7.04, at any meeting each holder of Debt Securities with
respect to which such meeting is being held or proxy therefor shall be entitled to one vote for
each $1,000 principal amount of Debt Securities held or represented by such holder;
provided, however, that no vote shall be cast or counted at any meeting in respect
of any Debt Security 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
Debt Securities held by such chairman or instruments in writing as aforesaid duly designating such
chairman as the Person to vote on behalf of other Securityholders. Any meeting of Securityholders
duly called pursuant to the provisions of Section 8.02 or 8.03 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 8.06. Voting.



          The vote upon any resolution submitted to any meeting of holders of Debt Securities 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 Debt Securities 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 8.02. The record shall show the serial numbers of the Debt Securities voting in
favor of or against any resolution. The record shall be signed and verified by the affidavits of
the permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to
the Company and the other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting.



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



          Section 8.07. Quorum; Actions.



          The Persons entitled to vote a majority in outstanding principal amount of the Debt Securities
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 outstanding principal amount of the Debt Securities, the Persons holding
or representing such specified percentage in outstanding principal amount of the Debt Securities
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




43









 







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 8.02, except that such
notice need be given only once not less than five 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 outstanding principal amount of the Debt Securities which
shall constitute a quorum.




          Except as limited by the proviso in the first paragraph of Section 9.02, 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 not less than a majority in
outstanding principal amount of the Debt Securities; provided, however, that,
except as limited by the proviso in the first paragraph of Section 9.02, any resolution with
respect to any consent, waiver, request, demand, notice, authorization, direction or other action
that this Indenture expressly provides may be given by the holders of not less than a specified
percentage in outstanding principal amount of the Debt Securities 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 not less than such specified percentage in outstanding principal
amount of the Debt Securities.



          Any resolution passed or decision taken at any meeting of holders of Debt Securities 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 9.01. 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:



          (a) to evidence the succession of another corporation to the Company, or successive
successions, and the assumption by the successor corporation 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 Debt Securities as the Board of Directors shall consider to be
for the protection of the holders of such Debt Securities, 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,




44









 







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 adversely
affect the interests of the holders of the Debt Securities;



          (d) to add to, delete from, or revise the terms of Debt Securities, including, without
limitation, any terms relating to the issuance, exchange, registration or transfer of Debt
Securities, including to provide for transfer procedures and restrictions substantially similar to
those applicable to the Capital Securities, as required by Section 2.05 (for purposes of assuring
that no registration of Debt Securities is required under the Securities Act; provided,
that any such action shall not adversely affect the interests of the holders of the Debt Securities
then outstanding (it being understood, for purposes of this proviso, that transfer restrictions on
Debt Securities substantially similar to those applicable to Capital Securities shall not be deemed
to adversely affect the holders of the Debt Securities);



          (e) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee
with respect to the Debt Securities 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, pursuant to the requirements of Section 6.10;



          (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 Debt Securities, to establish the form of any certifications required to be furnished pursuant
to the terms of this Indenture or the Debt Securities, or to add to the rights of the holders of
Debt Securities.



          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 9.01 may be executed
by the Company and the Trustee without the consent of the holders of any of the Debt Securities at
the time outstanding, notwithstanding any of the provisions of Section 9.02.



          Section 9.02. Supplemental Indentures with Consent of Securityholders.




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          With the consent (evidenced as provided in Section 7.01) of the holders of not less than a
majority in aggregate principal amount of the Debt Securities 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 (which shall conform to the provisions of the Trust Indenture Act,
then in effect, applicable to indentures qualified thereunder) 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 Debt
Securities; provided, however, that no such supplemental indenture shall without
such consent of the holders of each Debt Security then outstanding and affected thereby (i) extend
the fixed maturity of any Debt Security, 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 Debt Securities, 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 Debt
Securities the holders of which are required to consent to any such supplemental indenture; and
provided, further, that if the Debt Securities are held by the Trust or a trustee
of such trust, such supplemental indenture shall not be effective until the holders of a majority
in liquidation preference of the Trust Securities shall have consented to such supplemental
indenture; provided, further, that if the consent of the Securityholder of each
outstanding Debt Security 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 Debt
Security Register. Any failure of the Trustee to mail such notice, or any defect therein, shall
not, however, in any way impair or affect the validity of any such supplemental indenture.



          It shall not be necessary for the consent of the Securityholders under this Section 9.02 to
approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such consent shall approve the substance thereof.



          Section 9.03. Effect of Supplemental Indentures.




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          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 Debt Securities 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 9.04. Notation on Debt Securities.



          Debt Securities 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 Debt Securities
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 Debt Securities then outstanding.



          Section 9.05. Evidence of Compliance of Supplemental Indenture to be Furnished
to Trustee.



          The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall, in addition to the
documents required by Section 14.06, 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 10.01. Optional Redemption.



          At any time 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 Debt Securities, in whole or in part, on any March 23, June
23, September 23 and December 23 on or after September 23, 2011 (the “Redemption Date”), at the
Redemption Price.



          Section 10.02. 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 from the Federal Reserve if then required under
applicable capital guidelines or policies of the Federal Reserve, to redeem the




47









 







Debt Securities, in whole but not in part, at any time within 90 days following the occurrence of
such Special. Event (the “Special Redemption Date”), at the Special Redemption Price.




          Section 10.03. Notice of Redemption; Selection of Debt Securities.




          In case the Company shall desire to exercise the right to redeem all, or, as the case may be,
any part of the Debt Securities, it shall fix a date for redemption and shall mail a notice of such
redemption at least 30 and not more than 60 days prior to the date fixed for redemption to the
holders of Debt Securities so to be redeemed as a whole or in part at their last addresses as the
same appear on the Debt Security 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 Debt Security designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of any other Debt
Security.



          Each such notice of redemption shall specify the CUSIP number, if any, of the Debt Securities
to be redeemed, the date fixed for redemption, the redemption price at which Debt Securities are to
be redeemed, the place or places of payment, that payment will be made upon presentation and
surrender of such Debt Securities, 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 Debt Securities are to
be redeemed the notice of redemption shall specify the numbers of the Debt Securities to be
redeemed. In case the Debt Securities 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 Debt Security, a new Debt Security or
Debt Securities in principal amount equal to the unredeemed portion thereof will be issued.



          Prior to 10:00 a.m. New York City time on the Redemption Date or the Special Redemption Date
specified in the notice of redemption given as provided in this Section, 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 all the Debt Securities so called for redemption at the appropriate redemption
price, together with accrued interest to the date fixed for redemption.



          The Company will give the Trustee notice not less than 45 nor more than 60 days prior to the
redemption date as to the redemption price at which the Debt Securities are to be redeemed and the
aggregate principal amount of Debt Securities to be redeemed and the Trustee shall select, in such
manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities or
portions thereof (in integral multiples of $1,000) to be redeemed.



          Section 10.04. Payment of Debt Securities Called for Redemption.




          If notice of redemption has been given as provided in Section 10.03, the Debt Securities or
portions of Debt Securities with respect to which such notice has been given shall become due and
payable on the Redemption Date or the Special Redemption Date (as the case may be) and at the place
or places stated in such notice at the applicable redemption price,




48









 








together with interest accrued to the date fixed for redemption, and on and after said Redemption
Date or the Special Redemption Date (unless the Company shall default in the payment of such Debt
Securities at the redemption price, together with interest accrued to said date) interest on the
Debt Securities or portions of Debt Securities so called for redemption shall cease to accrue. On
presentation and surrender of such Debt Securities at a place of payment specified in said notice,
such Debt Securities or the specified portions thereof shall be paid and redeemed by the Company at
the applicable redemption price, together with interest accrued thereon to the Redemption Date or
the Special Redemption Date (as the case may be).



          Upon presentation of any Debt Security 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 Debt Security or Debt Securities of authorized denominations in
principal amount equal to the unredeemed portion of the Debt Security so presented.



ARTICLE XI




CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE




          Section 11.01. Company May Consolidate, etc., on Certain Terms.




          Nothing contained in this Indenture or in the Debt Securities shall prevent any consolidation
or merger of the Company with or into any other corporation or corporations (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 or capital stock of the Company or its successor or
successors as an entirety, or substantially as an entirety, to any other corporation (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 all payments due on all
of the Debt Securities 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 reasonably
satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by
such consolidation, or into which the Company shall have been merged, or by the entity which shall
have acquired such property or capital stock.



          Section 11.02. Successor Entity to be Substituted.



          In case of any such consolidation, merger, sale, conveyance, transfer or other disposition
contemplated in Section 11.01 and upon the assumption by the successor entity, by supplemental
indenture, executed and delivered to the Trustee and reasonably 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 Debt Securities 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




49









 







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 Debt Securities.
Such successor entity thereupon may cause to be signed, and may issue either in its own name or in
the name of the Company, any or all of the Debt Securities 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 Debt Securities 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 Debt Securities which such successor entity thereafter shall cause to be
signed and delivered to the Trustee or the Authenticating Agent for that purpose. All the Debt
Securities so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Debt Securities theretofore or thereafter issued in accordance with the terms of
this Indenture as though all of such Debt Securities had been issued at the date of the execution
hereof.




          Section 11.03. Opinion of Counsel to be Given to Trustee.



          The Trustee, subject to the provisions of Sections 6.01 and 6.02, shall receive, in addition
to the Opinion of Counsel required by Section 9.05, 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 12.01. Discharge of Indenture.



          When (a) the Company shall deliver to the Trustee for cancellation all Debt Securities
theretofore authenticated (other than any Debt Securities which shall have been destroyed, lost or
stolen and which shall have been replaced or paid as provided in Section 2.06) and not theretofore
canceled, or (b) all the Debt Securities 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 one year or are to be called for redemption within one 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 Debt Securities (other than any Debt Securities which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.06)
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 Debt Securities (1) theretofore repaid to the Company in
accordance with the provisions of Section 12.04, 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




50









 







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 2.05, 2.06, 3.01, 3.02, 3.04, 6.06,
6.09 and 12.04 hereof, which shall survive until such Debt Securities shall mature or are redeemed,
as the case may be, and are paid. Thereafter, Sections 6.06, 6.09 and 12.04 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, however, hereby agreeing to reimburse the Trustee for any costs or expenses
thereafter reasonably and properly incurred by the Trustee in connection with this Indenture or the
Debt Securities.




          Section 12.02. Deposited Moneys to be Held in Trust by Trustee.




          Subject to the provisions of Section 12.04, all moneys deposited with the Trustee pursuant to
Section 12.01 shall be held in trust 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 Debt Securities for the payment of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal, and premium, if any, and
interest.



          Section 12.03. Paying Agent to Repay Moneys Held.



          Upon the satisfaction and discharge of this Indenture, all moneys then held by any Paying
Agent of the Debt Securities (other than the Trustee) shall, upon demand of the Company, be repaid
to the Company or paid to the Trustee, and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.



          Section 12.04. 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 Debt Securities and not applied but remaining
unclaimed by the holders of Debt Securities for two years after the date upon which the principal
of, and premium, if any, or interest on such Debt Securities, as the case may be, shall have become
due and payable, shall be repaid to the Company by the Trustee or such Paying Agent on written
demand; and the holder of any of the Debt Securities 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 13.01. Indenture and Debt Securities Solely Corporate Obligations.



          No recourse for the payment of the principal of or premium, if any, or interest on any Debt
Security, 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




51









 







or in any supplemental indenture, or in any such Debt Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator, stockholder, officer,
director, employee or agent, as such, past, present or future, of the Company or of any predecessor
or successor corporation of the Company, either directly or through the Company or any successor
corporation 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 Debt Securities.




ARTICLE XIV




MISCELLANEOUS PROVISIONS




          Section 14.01. Successors.



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



          Section 14.02. Official Acts by Successor Entity.



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



          Section 14.03. Surrender of Company Powers.



          The Company by instrument in writing executed by authority of 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 14.04. Addresses for Notices, etc.



          Any notice or demand which by any provision of this Indenture is required or permitted to be
given or served by the Trustee or by the Securityholders on 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 such purpose) to
the Company at:


440 Maine Street

Quincy, Illinois 62301

Attention: Ted T. Awerkamp






52









 










          Any notice, direction, request 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 Wilmington Trust Company at:


Rodney Square North 

1100 North Market
Street 

Wilmington, Delaware 19890

Attention: Corporate Capital Markets




          Section 14.05. Governing Law.



          This Indenture and each Debt Security 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 14.06. 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 (except
that no such Opinion of Counsel is required to be furnished to the Trustee in connection with the
authentication and issuance of Debt Securities issued on the date of this Indenture).



          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 (except
certificates delivered pursuant to Section 3.05) shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition; (b) 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; (c) a statement that, in the opinion of such
person, he or she has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition has been complied
with; and (d) a statement as to whether or not, in the opinion of such person, such condition or
covenant has been complied with.



          Section 14.07. Business Day Convention.



          Notwithstanding anything to the contrary contained herein, if any Interest Payment Date, other
than the Maturity Date, any Redemption Date or the Special Redemption Date, falls on a day that is
not a Business Day, then any interest payable will be paid on, and such Interest Payment Date will
be moved to, the next succeeding Business Day. During the Fixed Period, no additional interest will
accrue for each day that such payment is delayed as a result thereof. Thereafter, additional
interest will accrue for each day that such payment is delayed as a result thereof. If the Maturity
Date, any Redemption Date or the Special






53









 







Redemption Date falls on a day that is not a Business Day, then the principal, premium, if any,
and/or interest payable on such date will be paid on the next succeeding Business Day, and no
additional interest will accrue in respect of such payment made on such next succeeding Business
Day.




          Section 14.08. Table of Contents, Headings, etc.



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



          Section 14.09. 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 14.10. Separability.



          In case any one or more of the provisions contained in this Indenture or in the Debt
Securities 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 Debt Securities, but this Indenture and such Debt Securities shall be
construed as if such invalid or illegal or unenforceable provision had never been contained herein
or therein.



          Section 14.11. Assignment.



          Subject to Article XI, 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 thereto.



          Section 14.12. Acknowledgment of Rights.



          The Company acknowledges that, with respect to any Debt Securities 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 Debt Securities held as the assets of the Trust after
the holders of a majority in Liquidation Amount of the Capital Securities of the Trust have so
directed in writing 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 Institutional 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 Debt Securities
on the date such interest (or premium, if any) or principal is




54









 







otherwise due and payable (or in the case of redemption, on the redemption date), the Company
acknowledges 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 Debt Securities 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 Debt Securities.




ARTICLE XV




SUBORDINATION OF DEBT SECURITIES




          Section 15.01. Agreement to Subordinate.



          The Company covenants and agrees, and each holder of Debt Securities issued hereunder and
under any supplemental indenture (the “Additional Provisions”) by such Securityholder’s acceptance
thereof likewise covenants and agrees, that all Debt Securities shall be issued subject to the
provisions of this Article XV; and each holder of a Debt Security, whether upon original issue or
upon transfer or assignment thereof, accepts and agrees to be bound by such provisions.



          The payment by the Company of the payments due on all Debt Securities issued hereunder and
under any Additional Provisions shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all Senior Indebtedness
of the Company, whether outstanding at the date of this Indenture or thereafter incurred.



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



          Section 15.02. 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 applicable 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 payments due on the Debt Securities.



          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 15.02, such payment
shall, subject to Section 15.06, 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




55









 







Senior Indebtedness and only the amounts specified in such notice to the Trustee shall be paid to
the holders of Senior Indebtedness.




          Section 15.03. 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 the Debt Securities; and 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 of the Company (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders, as calculated by
the Company) or their representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness may have been
issued, as their respective interests may appear, to the extent necessary to pay such Senior
Indebtedness in full, in money or money’s worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any payment or distribution
is made to the Securityholders or to the Trustee.



          In the event that, notwithstanding the foregoing, any payment or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, prohibited by the
foregoing, shall be received by the Trustee or any Securityholder before all Senior Indebtedness of
the Company 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
of the Company 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 Debt Securities to the payment of all Senior Indebtedness of the Company, that may at the time
be outstanding, provided, that (a) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment,




56









 







and (b) 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 15.03 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 15.02 or in this Section 15.03 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.06 of this Indenture.




          Section 15.04. Subrogation.



          Subject to the payment in full of all Senior Indebtedness of the Company, 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 all payments due on the Debt Securities shall be paid in full; and, 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 Debt Securities 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 Debt 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, any Additional Provisions
or in the Debt Securities is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness of the Company, and the holders of the Debt
Securities, the obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Debt Securities all payments on the Debt Securities 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 Debt Securities and creditors of the Company, other than the
holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the
Trustee or the holder of any Debt Security 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




57









 







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 15.05. Trustee to Effectuate Subordination.



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



          Section 15.06. 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 moneys to or by the Trustee in respect of the Debt Securities pursuant to the
provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other
provision of this Indenture or any Additional Provisions, the Trustee shall not be charged with
knowledge of the existence of any facts that would prohibit the making of any payment of moneys to
or by the Trustee in respect of the Debt Securities 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 15.06 at least two 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 Debt
Security), 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 two 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 or
herself to be a holder of Senior Indebtedness of the Company (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.




58









 








          Section 15.07. 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 or any Additional Provisions
shall deprive the Trustee of any of its rights as such holder.



          With respect to the holders of Senior Indebtedness of the Company, 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 or any Additional Provisions against the Trustee.
The Trustee shall not owe or 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 6.06.



          Section 15.08. Subordination May Not Be Impaired.



          No right of any present or future holder of any Senior Indebtedness of the Company 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 of the Company 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 Debt Securities to the holders of such Senior
Indebtedness, do any one or more of the following: (a) 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; (b) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such Senior Indebtedness;
(c) release any Person liable in any manner for the collection of such Senior Indebtedness; and (d)
exercise or refrain from exercising any rights against the Company, and any other Person.



          Wilmington Trust Company, in its capacity as Trustee, hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions herein above set forth.




59









 








          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.



	 	 	 	 	 
	 	MERCANTILE BANCORP, INC.

 	 
	 	By  	/s/ Ted T. Awerkamp
 	 
	 	 	Name:  

Title:  	 Ted T. Awerkamp


Vice President and Secretary 	 
	 



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY,

 as Trustee

 	 
	 	By  	/s/ Geoffrey J. Lewis
 	 
	 	 	Name:  	Geoffrey J. Lewis 	 
	 	 	Title:  	Financial Services Officer 	 
	 














 








EXHIBIT A




FORM OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEBT SECURITY

DUE 2036




[FORM OF FACE OF SECURITY]





          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. 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. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT TO AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR
THE ACCOUNT OF AN “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 (D)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE COMPANY’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (C) OR
(D) 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 AGREES THAT IT WILL COMPLY WITH THE
FOREGOING RESTRICTIONS.



          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES, REPRESENTS AND WARRANTS THAT IT
WILL NOT ENGAGE IN HEDGING TRANSACTIONS INVOLVING THIS SECURITY UNLESS SUCH TRANSACTIONS ARE IN
COMPLIANCE WITH THE SECURITIES ACT.



          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








A-1-1









 







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 THIS SECURITY OR ANY
INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE 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 THIS SECURITY 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.




          IN CONNECTION WITH ANY TRANSFER, THE HOLDER OF THIS SECURITY 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.



          THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A PRINCIPAL AMOUNT
OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY ATTEMPTED TRANSFER OF THIS
SECURITY IN A BLOCK HAVING A PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND
OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON
THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
SECURITY.



          THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND
OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE CORPORATION. THIS OBLIGATION IS
SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF GENERAL AND SECURED CREDITORS OF THE
COMPANY, IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE COMPANY OR ANY OF ITS SUBSIDIARIES AND IS
NOT SECURED.




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Fixed/Floating Rate Junior Subordinated Debt Security due 2036




of




MERCANTILE BANCORP, INC.




          Mercantile Bancorp, Inc., a bank holding company incorporated in Delaware (the “Company”), for
value received promises to pay to Wilmington Trust Company, not in its individual capacity but
solely as Institutional Trustee for Mercantile Bancorp Capital Trust III, a Delaware statutory
trust (the “Holder”), or registered assigns, the principal sum of TEN MILLION THREE HUNDRED TEN
THOUSAND Dollars ($10,310,000) on September 23, 2036 and to pay interest on said principal sum from
July 13, 2006, or from the most recent interest payment date (each such date, an “Interest Payment
Date”) to which interest has been paid or duly provided for, quarterly (subject to deferral as set
forth herein) in arrears on March 23, June 23, September 23 and December 23 of each year commencing
September 23, 2006, at a fixed per annum rate of interest equal to 7.17% through the end of the
Fixed Period (as defined in the Indenture) and a variable per annum rate of interest equal to LIBOR
(as defined in the Indenture), as determined on the LIBOR Determination Date (as defined in the
Indenture) for such Interest Period (as defined in the Indenture), plus 1.53% for each Interest
Period thereafter (collectively, the “Interest Rate”) until the principal hereof shall have become
due and payable, 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 at an annual rate equal to the Interest Rate in effect for each such Extension Period
compounded quarterly. Notwithstanding anything to the contrary contained herein, if any Interest
Payment Date, other than the Maturity Date, any Redemption Date or the Special Redemption Date,
falls on a day that is not a Business Day, then any interest payable will be paid on, and such
Interest Payment Date will be moved to, the next succeeding Business Day. During the Fixed Period,
no additional interest will accrue for each day that such payment is delayed as a result thereof.
Thereafter, additional interest will accrue for each day that such payment is delayed as a result
thereof. If the Maturity Date, any Redemption Date or the Special Redemption Date falls on a day
that is not a Business Day, then the principal, premium, if any, and/or interest payable on such
date will be paid on the next succeeding Business Day, and no additional interest will accrue in
respect of such payment made on such next succeeding Business Day. 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 Debt Security (or one or more
Predecessor Securities, as defined in said Indenture) is registered at the close of business on the
regular record date for such interest installment, except that interest and any Deferred Interest
payable on the Maturity Date shall be paid to the Person to whom principal is paid. Any such
interest installment not punctually paid or duly provided for shall forthwith cease to be payable
to the registered holders on such regular record date and may be paid to the Person in whose name
this Debt Security (or one or more Predecessor Debt Securities) is registered at the close of
business on a special record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the registered holders of the Debt Securities not less
than 10 days prior to such special record date, all as more fully provided in the Indenture. The
principal of and interest on this Debt Security 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




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of public and private debts; provided, however, that payment of interest may be
made at the option of the Company by check mailed to the registered holder at such address as shall
appear in the Debt Security Register or by wire transfer to an account appropriately designated by
the holder hereof. Notwithstanding the foregoing, so long as the holder of this Debt Security is
the Institutional Trustee, the payment of the principal of and interest on this Debt Security 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 Event of Default pursuant to Sections 5.01(b), (e) or (f) of the Indenture 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 Debt Securities by extending the interest
payment period on the Debt Securities at any time and from time to time during the term of the Debt
Securities, for up to 20 consecutive quarterly periods (each such extended interest payment period,
an “Extension Period”), during which Extension Period no interest shall be due and payable (except
any Additional Interest that may be due and payable). During any Extension Period, interest will
continue to accrue on the Debt Securities, and interest on such accrued interest (such accrued
interest and interest thereon referred to herein as “Deferred Interest”) will accrue, at the
Interest Rate, compounded quarterly from the date such Deferred Interest would have been payable
were it not for the Extension Period, both to the extent permitted by law. No Extension Period may
end on a date other than an Interest Payment Date. At the end of any such Extension Period the
Company shall pay all Deferred Interest then accrued and unpaid on the Debt Securities;
provided, however, that no Extension Period may extend beyond the Maturity Date,
Redemption Date or Special Redemption Date and provided, further, however,
during any such Extension Period, the Company may not (A) 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, (B) make any payment on or repay, repurchase or redeem any debt
securities of the Company that rank pari passu in all respects with or junior in interest to the
Debt Securities or (C) make any payment under any guarantees of the Company that rank pari passu in
all respects with or junior in interest to the Capital Securities Guarantee (other than (a)
repurchases, redemptions or other acquisitions of shares of capital stock of the Company (I) 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, (II) in connection with a
dividend reinvestment or stockholder stock purchase plan or (III) 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 occurrence of (I),
(II) or (III) above, (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 stockholder’s rights plan, or the issuance of rights, stock or other property
under any stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto or
(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 in interest to such
stock). Prior to the termination of any




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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 Deferred Interest, the Company may commence a new
Extension Period, subject to the foregoing requirements. No interest or Deferred Interest shall be
due and payable during an Extension Period, except at the end thereof, but interest shall accrue
upon each installment of interest that would otherwise have been due and payable during such
Extension Period until such installment is paid. The Company must give the Trustee notice of its
election to begin such Extension Period at least one Business Day prior to the date such interest
is payable, but in any event not later than the related regular record date.




          The indebtedness evidenced by this Debt Security 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 Debt Security is issued subject to the provisions of the Indenture with respect thereto.
Each holder of this Debt Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on such holder’s behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee such holder’s attorney-in-fact for any and all such purposes. Each holder
hereof, by such holder’s 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.



          The Company waives demand, presentment for payment, notice of nonpayment, notice of protest,
and all other notices.



          This Debt Security shall not be entitled to any benefit under the Indenture hereinafter
referred to and shall not 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 Debt Security are continued on the reverse side hereof and such
continued provisions shall for all purposes have the same effect as though fully set forth at this
place.



          This Debt Security may contain more than one counterpart of the signature page and this Debt
Security may be executed and authenticated by the affixing of the signature of a proper officer of
the Company, and the signature of the Trustee providing authentication, to any of such counterpart
signature pages. All of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though the Company had executed, and the Trustee had
authenticated, a single signature page.




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[FORM OF REVERSE OF SECURITY]




          This Debt Security is one of a duly authorized series of Debt Securities of the Company, all
issued or to be issued pursuant to an Indenture (the “Indenture”), dated as of July 13, 2006, duly
executed and delivered between the Company and Wilmington Trust Company, as Trustee (the
“Trustee”), to which Indenture and all indentures supplemental thereto 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 Debt Securities (referred to herein as the “Debt
Securities”) of which this Debt Security is a part. The summary of the terms of this Debt Security
contained herein does not purport to be complete and is qualified by reference to the Indenture.



          Upon the occurrence and continuation of a Tax Event, an Investment Company Event or a Capital
Treatment Event, this Debt Security may become due and payable, in whole but not in part, at any
time, within 90 days following the occurrence of such Tax Event, Investment Company Event or
Capital Treatment Event (the “Special Redemption Date”), as the case may be, at the Special
Redemption Price. The Company shall also have the right to redeem this Debt Security at the option
of the Company, in whole or in part, on any March 23, June 23, September 23 and December 23 on or
after September 23, 2011 (a “Redemption Date”), at the Redemption Price.



          Any redemption pursuant to the preceding paragraph will be made, subject to the receipt by the
Company of prior approval from the Board of Governors of the Federal Reserve System (the “Federal
Reserve”) if then required under applicable capital guidelines or policies of the Federal Reserve,
upon not less than 30 days’ nor more than 60 days’ notice. If the Debt Securities are only
partially redeemed by the Company, the Debt Securities will be redeemed pro rata or by lot
or by any other method utilized by the Trustee.



          “Redemption Price” means 100% of the principal amount of the Debt Securities being redeemed
plus accrued and unpaid interest on such Debt Securities to the Redemption Date or, in the case of
a redemption due to the occurrence of a Special Event, to the Special Redemption Date if such
Special Redemption Date is on or after September 23, 2011.



          “Special Redemption Price” means, with respect to the redemption of any Debt Security
following a Special Event, an amount in cash equal to the percentage for the principal amount of
the Debt Securities that is specified below for the Special Redemption Date plus unpaid interest
accrued thereon to the Special Redemption Date:



	 	 	 
	Special Event Redemption During	 	 
	Period Beginning On	 	Percentage of Principal Amount
	July 13, 2006
	 	102.20
	September 23, 2007
	 	101.76
	September 23, 2008
	 	101.32
	September 23, 2009
	 	100.88
	September 23, 2010
	 	100.44
	September 23, 2011
	 	100.00






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          In the event of redemption of this Debt Security in part only, a new Debt Security or Debt
Securities for the unredeemed portion hereof will be issued in the name of the holder hereof upon
the cancellation hereof.



          In case an Event of Default, as defined in the Indenture, shall have occurred and be
continuing, the principal of all of the Debt Securities may be declared due and payable, and upon
such declaration of acceleration 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 Debt Securities at the
time outstanding affected thereby, as specified in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of the Debt Securities; provided, however, that no such
supplemental indenture shall, among other things, without the consent of the holders of each Debt
Security then outstanding and affected thereby (i) extend the fixed maturity of the Debt
Securities, or reduce the principal amount thereof or any redemption premium thereon, or reduce the
rate or extend the time of payment of interest thereon, or make payments due on the Debt Securities
payable in any coin or currency other than that provided in the Debt Securities, or impair or
affect the right of any holder of Debt Securities to institute suit for the payment thereof, or
(ii) reduce the aforesaid percentage of Debt Securities, the holders of which are required to
consent to any such supplemental indenture. The Indenture also contains provisions permitting the
holders of a majority in aggregate principal amount of the Debt Securities at the time outstanding,
on behalf of all of the holders of the Debt Securities, to waive any past default in the
performance of any of the covenants contained in the Indenture, or established pursuant to the
Indenture, and its consequences, except a default in payments due on any of the Debt Securities.
Any such consent or waiver by the registered holder of this Debt Security (unless revoked as
provided in the Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debt Security and of any Debt Security issued in exchange herefor or in
place hereof (whether by registration of transfer or otherwise), irrespective of whether or not any
notation of such consent or waiver is made upon this Debt Security.



          No reference herein to the Indenture and no provision of this Debt Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional,
to pay all payments due on this Debt Security at the time and place and at the rate and in the
money herein prescribed.



          As provided in the Indenture and subject to certain limitations herein and therein set forth,
this Debt Security is transferable by the registered holder hereof on the Debt Security Register of
the Company, upon surrender of this Debt Security for registration of transfer at the office or
agency of the Trustee in Wilmington, Delaware accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company or the Trustee duly executed by the registered holder
hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Debt
Securities of authorized denominations and for the same aggregate principal




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amount will be issued to the designated transferee or transferees. No service charge will be
made for any such registration of transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation thereto.




          Prior to due presentment for registration of transfer of this Debt Security, the Company, the
Trustee, any Authenticating Agent, any Paying Agent, any transfer agent and the Debt Security
registrar may deem and treat the registered holder hereof as the absolute owner hereof (whether or
not this Debt Security shall be overdue and notwithstanding any notice of ownership or writing
hereon) for the purpose of receiving payment of or on account of the principal hereof, premium, if
any, and interest due hereon 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 Debt Security
registrar shall be affected by any notice to the contrary.



          No recourse shall be had for the payment of the principal of or premium, if any, or the
interest on this Debt Security, or for any claim based hereon, or otherwise in respect hereof, or
based on or in respect of the Indenture, against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of any predecessor or successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement
of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issuance hereof, expressly waived and released.



          The Debt Securities are issuable only in registered certificated form without coupons. As
provided in the Indenture and subject to certain limitations herein and therein set forth, Debt
Securities are exchangeable for a like aggregate principal amount of Debt Securities of a different
authorized denomination, as requested by the holder surrendering the same.



          All terms used in this Debt Security that are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



          THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE INDENTURE AND THE DEBT SECURITIES,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.




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EXHIBIT B




FORM OF CERTIFICATE

OF OFFICER

OF

MERCANTILE BANCORP, INC.




          Pursuant to Section 3.05 of the Indenture between Mercantile Bancorp, Inc., as issuer (the
“Company”), and Wilmington Trust Company, as trustee, dated as of July 13, 2006 (as amended or
supplemented from time to time, the “Indenture”), the undersigned certifies that he/she is a
principal executive officer, principal financial officer or principal accounting officer of the
Company and in the course of the performance by the undersigned of his/her duties as an officer of
the Company, the undersigned would normally have knowledge of any default by the Company in the
performance of any covenants contained in the Indenture, and the undersigned
hereby further certifies that he/she has no knowledge of any such default for the year 20      [,except as follows: specify each such default and the nature thereof].





          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 as of
                    , 20         .



	 	 	 	 	 
	 	 	 
	 	
 	 
	 
	 	Name:  	 	 
	 
	 	Title:  	 	 
	 




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