EXHIBIT 4.3








AMENDED AND RESTATED DECLARATION
 OF
TRUST


by and among


WILMINGTON TRUST COMPANY,
 as Delaware Trustee,


WILMINGTON TRUST COMPANY,
 as Institutional Trustee,


ENTERPRISE FINANCIAL SERVICES CORP.,
 as Sponsor,


and


FRANK H. SANFILIPPO and DEBORAH N. BARSTOW,
 as
Administrators,


Dated as of July 28, 2006















TABLE OF CONTENTS

	
   
 	
  
Page
  
	
   
 	
  


  
	
  
ARTICLE I   INTERPRETATION AND DEFINITIONS
  	
  
1
  
	
   
  	
  
Section 1.1.
  	
  
Definitions
  	
  
1
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
ARTICLE II   ORGANIZATION
  	
  
8
  
	
  
 
  	
  
Section 2.1.
  	
  
Name
  	
  
8
  
	
  
 
  	
  
Section 2.2.
  	
  
Office
  	
  
8
  
	
  
 
  	
  
Section 2.3.
  	
  
Purpose
  	
  
8
  
	
   
  	
  
Section 2.4.
  	
  
Authority
  	
  
8
  
	
  
 
  	
  
Section 2.5.
  	
  
Title to   Property of the Trust
  	
  
8
  
	
  
 
  	
  
Section 2.6.
  	
  
Powers and   Duties of the Trustees and the Administrators
  	
  
9
  
	
  
 
  	
  
Section 2.7.
  	
  
Prohibition   of Actions by the Trust and the Institutional
Trustee
  	
  
12
  
	
  
 
  	
  
Section 2.8.
  	
  
Powers and   Duties of the Institutional Trustee
  	
  
13
  
	
  
 
  	
  
Section 2.9.
  	
  
Certain   Duties and Responsibilities of the Trustees and
Administrators
  	
  
14
  
	
   
  	
  
Section   2.10.
  	
  
Certain   Rights of Institutional Trustee
  	
  
15
  
	
  
 
  	
  
Section   2.11.
  	
  
Delaware   Trustee
  	
  
17
  
	
  
 
  	
  
Section   2.12.
  	
  
Execution of   Documents
  	
  
17
  
	
  
 
  	
  
Section   2.13.
  	
  
Not   Responsible for Recitals or Issuance of Securities
  	
  
17
  
	
  
 
  	
  
Section   2.14.
  	
  
Duration of   Trust
  	
  
17
  
	
  
 
  	
  
Section   2.15.
  	
  
Mergers
  	
  
18
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
ARTICLE III   SPONSOR
  	
  
19
  
	
  
 
  	
  
Section 3.1.
  	
  
Sponsor’s   Purchase of Common Securities
  	
  
19
  
	
  
 
  	
  
Section 3.2.
  	
  
Responsibilities   of the Sponsor
  	
  
19
  
	
  
 
  	
  
Section 3.3.
  	
  
Expenses
  	
  
19
  
	
  
 
  	
  
Section 3.4.
  	
  
Right to   Proceed
  	
  
20
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
ARTICLE IV   INSTITUTIONAL TRUSTEE AND ADMINISTRATORS
  	
  
20
  
	
  
 
  	
  
Section 4.1.
  	
  
Number of   Trustees
  	
  
20
  
	
  
 
  	
  
Section 4.2.
  	
  
Delaware   Trustee; Eligibility
  	
  
20
  
	
  
 
  	
  
Section 4.3.
  	
  
Institutional   Trustee; Eligibility
  	
  
21
  
	
  
 
  	
  
Section 4.4.
  	
  
Administrators
  	
  
21
  
	
   
  	
  
Section 4.5.
  	
  
Appointment,   Removal and Resignation of Trustees and
Administrators
  	
  
21
  
	
  
 
  	
  
Section 4.6.
  	
  
Vacancies   Among Trustees
  	
  
23
  
	
  
 
  	
  
Section 4.7.
  	
  
Effect of   Vacancies
  	
  
23
  
	
  
 
  	
  
Section 4.8.
  	
  
Meetings of   the Trustees and the Administrators
  	
  
23
  
	
  
 
  	
  
Section 4.9.
  	
  
Delegation   of Power
  	
  
24
  
	
  
 
  	
  
Section   4.10.
  	
  
Conversion,   Consolidation or Succession to Business
  	
  
24
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
ARTICLE V   DISTRIBUTIONS
  	
  
24
  
	
  
 
  	
  
Section 5.1.
  	
  
Distributions
  	
  
24
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
ARTICLE VI   ISSUANCE OF SECURITIES
  	
  
24
  
	
  
 
  	
  
Section 6.1.
  	
  
General   Provisions Regarding Securities
  	
  
24
  
	
  
 
  	
  
Section 6.2.
  	
  
Paying   Agent, Transfer Agent and Registrar
  	
  
25
  
	
   
  	
  
Section 6.3.
  	
  
Form and   Dating
  	
  
25
  
	
  
 
  	
  
Section 6.4.
  	
  
Book-Entry   Capital Securities
  	
  
26
  
	
  
 
  	
  
Section 6.5.
  	
  
Mutilated,   Destroyed, Lost or Stolen Certificates.
  	
  
27
  




i








	
  
 
  	
  
Section 6.6.
  	
  
Temporary   Securities
  	
  
28
  
	
   
  	
  
Section 6.7.
  	
  
Cancellation
  	
  
28
  
	
  
 
  	
  
Section 6.8.
  	
  
CUSIP   Numbers
  	
  
28
  
	
  
 
  	
  
Section 6.9.
  	
  
Rights of   Holders; Waivers of Past Defaults
  	
  
28
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VII   DISSOLUTION AND TERMINATION OF TRUST
  	
  
30
  
	
  
 
  	
  
Section 7.1.
  	
  
Dissolution   and Termination of Trust
  	
  
30
  
	
   
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE VIII   TRANSFER OF INTERESTS
  	
  
31
  
	
  
 
  	
  
Section 8.1.
  	
  
General
  	
  
31
  
	
  
 
  	
  
Section 8.2.
  	
  
Transfer   Procedures and Restrictions
  	
  
32
  
	
  
 
  	
  
Section 8.3.
  	
  
Deemed   Security Holders
  	
  
34
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  ARTICLE IX   LIMITATION OF
LIABILITY OF HOLDERS OF SECURITIES, INSTITUTIONAL TRUSTEE OR   OTHERS
  	
  
34
  
	
  
 
  	
  
Section 9.1.
  	
  
Liability
  	
  
34
  
	
  
 
  	
  
Section 9.2.
  	
  
Exculpation
  	
  
35
  
	
  
 
  	
  
Section 9.3.
  	
  
Fiduciary   Duty
  	
  
35
  
	
  
 
  	
  
Section 9.4.
  	
  
Indemnification
  	
  
35
  
	
  
 
  	
  
Section 9.5.
  	
  
Outside   Businesses
  	
  
37
  
	
   
  	
  
Section 9.6.
  	
  
Compensation;   Fee
  	
  
38
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE X   ACCOUNTING
  	
  
38
  
	
  
 
  	
  
Section   10.1.
  	
  
Fiscal Year
  	
  
38
  
	
  
 
  	
  
Section   10.2.
  	
  
Certain   Accounting Matters
  	
  
38
  
	
  
 
  	
  
Section   10.3.
  	
  
Banking
  	
  
39
  
	
   
  	
  
Section   10.4.
  	
  
Withholding
  	
  
39
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE XI   AMENDMENTS AND MEETINGS
  	
  
39
  
	
  
 
  	
  
Section   11.1.
  	
  
Amendments
  	
  
39
  
	
  
 
  	
  
Section   11.2.
  	
  
Meetings of   the Holders of Securities; Action by Written
Consent
  	
  
41
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  ARTICLE XII
REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE TRUSTEE
  	
  
42
  
	
  
 
  	
  
Section   12.1.
  	
  
Representations   and Warranties of Institutional Trustee
  	
  
42
  
	
  
 
  	
  
Section   12.2.
  	
  
Representations   of the Delaware Trustee
  	
  
42
  
	
  
 
  	
  
 
  	
  
 
  	
   
 
	
  
ARTICLE XIII   MISCELLANEOUS
  	
  
43
  
	
  
 
  	
  
Section   13.1.
  	
  
Notices
  	
  
43
  
	
   
  	
  
Section   13.2.
  	
  
Governing   Law
  	
  
44
  
	
  
 
  	
  
Section   13.3.
  	
  
Intention of   the Parties
  	
  
44
  
	
  
 
  	
  
Section   13.4.
  	
  
Headings
  	
  
44
  
	
  
 
  	
  
Section   13.5.
  	
  
Successors   and Assigns
  	
  
44
  
	
  
 
  	
  
Section   13.6.
  	
  
Partial   Enforceability
  	
  
45
  
	
  
 
  	
  
Section   13.7.
  	
  
Counterparts
  	
  
45
  
	
   
  	
  
 
  	
  
 
  	
   
 
	
  
Annex I
  	
  
Terms of   Securities
  	
   
 
	
  
Exhibit A-1
  	
  
Form of   Capital Security Certificate
  	
   
 
	
  
Exhibit A-2
  	
  
Form of   Common Security Certificate
  	
   
 
	
  
Exhibit B
  	
  
Specimen of   Initial Debenture
  	
   
 
	
  
Exhibit C
  	
  
Placement   Agreement
  	
   
 




ii









AMENDED AND RESTATED



DECLARATION OF TRUST


OF


EFSC STATUTORY TRUST V




July 28, 2006


          AMENDED AND
RESTATED DECLARATION OF TRUST (“Declaration”) dated and effective as of July 28, 2006, by the
Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and by the
holders, from time to time, of undivided beneficial interests in the Trust (as defined herein) to be issued
pursuant to this Declaration;


          WHEREAS, the
Trustees, the Administrators and the Sponsor established EFSC Statutory Trust V (the “Trust”), a
statutory trust under the Statutory Trust Act (as defined herein) pursuant to a Declaration of Trust dated as of
July 14, 2006 (the “Original Declaration”), and a Certificate of Trust filed with the Secretary
of State of the State of Delaware on July 14, 2006, for the sole purpose of issuing and selling certain
securities representing undivided beneficial interests in the assets of the Trust and investing the proceeds
thereof in certain debentures of the Debenture Issuer (as defined herein);


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


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


          NOW, THEREFORE,
it being the intention of the parties hereto to continue the Trust as a statutory trust under the Statutory Trust
Act and that this Declaration constitutes the governing instrument of such statutory trust, the Trustees declare
that all assets contributed to the Trust will be held in trust for the benefit of the holders, from time to time,
of the securities representing undivided beneficial interests in the assets of the Trust issued hereunder,
subject to the provisions of this Declaration.  The parties hereto hereby agree as follows:


ARTICLE I


INTERPRETATION AND DEFINITIONS


          Section
1.1.     Definitions.


          Unless the
context otherwise requires:


          (a)     Capitalized
terms used in this Declaration but not defined in the preamble above have the respective meanings assigned to
them in this Section 1.1;


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


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


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


1









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


          “Acceleration Event of
Default” has the meaning set forth in the Indenture.


          “Additional Interest” has the
meaning set forth in the Indenture.


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


          “Administrators” means each
of Frank H. Sanfilippo and Deborah N. Barstow, solely in such Person’s capacity as Administrator of the
Trust created and continued hereunder and not in such Person’s individual capacity, or such
Administrator’s successor in interest in such capacity, or any successor appointed as herein
provided.


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


          “Applicable Depositary
Procedures” means, with respect to any transfer or transaction involving a Book-Entry Capital Security,
the rules and procedures of the Depositary for such Book-Entry Capital Security, in each case to the extent
applicable to such transaction and as in effect from time to time.


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


          “Bankruptcy Event” means,
with respect to any Person:


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


          (b)     such Person
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 such Person 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.


          “Book-Entry Capital
Securities” means a Capital Security, the ownership and transfer of which shall be made through book
entries by a Depositary.


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


          “Capital Securities” has the
meaning set forth in paragraph 1(a) of Annex I.


          “Capital Security
Certificate” means a definitive Certificate in fully registered form representing a Capital Security
substantially in the form of Exhibit A-1.


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


          “Certificate” means any
certificate evidencing Securities.


2









          “Closing Date” has the
meaning set forth in the Placement Agreement.


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


          “Common
Securities” has the meaning set forth in paragraph 1(b) of Annex I.


          “Common
Security Certificate” means a definitive Certificate in fully registered form representing a Common
Security substantially in the form of Exhibit A-2.


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


          “Corporate Trust Office”
means the office of the Institutional Trustee at which the corporate trust business of the Institutional Trustee
shall, at any particular time, be principally administered, which office at the date of execution of this
Declaration is located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware  19890-1600,
Attn: Corporate Trust Administration.


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


          “Covered Person” means: 
(a) any Administrator, officer, director, shareholder, partner, member, representative, employee or agent of (i)
the Trust or (ii) any of the Trust’s Affiliates; and (b) any Holder of Securities.


          “Creditor” has the meaning
set forth in Section 3.3.


          “Debenture Issuer” means
Enterprise Financial Services Corp., a Delaware corporation, in its capacity as issuer of the Debentures under
the Indenture.


          “Debenture Trustee” means
Wilmington Trust Company, as trustee under the Indenture until a successor is appointed thereunder, and
thereafter means such successor trustee.


          “Debentures” means the
Floating Rate Junior Subordinated Deferrable Interest Debentures due 2036 to be issued by the Debenture Issuer
under the Indenture.


          “Defaulted Interest” has the
meaning set forth in the Indenture.


          “Definitive Capital Securities
Certificates” means Capital Securities issued in certificated, fully registered form that are not Global
Capital Securities.


          “Delaware Trustee” has the
meaning set forth in Section 4.2.


          “Depositary” means an
organization registered as a clearing agency under the Exchange Act that is designated as Depositary by the
Administrators or any successor thereto.  DTC will be the initial Depositary.


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


          “Determination Date” has the
meaning set forth in paragraph 4(a) of Annex I.


3









          “Direct
Action” has the meaning set forth in Section 2.8(d).


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


          “Distribution Payment Date”
has the meaning set forth in paragraph 2(b) of Annex I.


          “Distribution Period” means
(i) with respect to the Distribution paid on the first Distribution Payment Date, the period beginning on (and
including) the date of original issuance and ending on (but excluding) the Distribution Payment Date in September
2006 and (ii) thereafter, with respect to a Distribution paid on each successive Distribution Payment Date, the
period beginning on (and including) the preceding Distribution Payment Date and ending on (but excluding) such
current Distribution Payment Date.


          “Distribution Rate” means,
for the Distribution Period beginning on (and including) the date of original issuance and ending on (but
excluding) the Distribution Payment Date in September 2006, the rate per annum of 7.085%, and for each
Distribution Period beginning on or after the Distribution Payment Date in September 2006, the Coupon Rate for
such Distribution Period.


          “DTC” means The Depository
Trust Company or any successor thereto.


          “Event
of Default” means any one of the following events (whatever the reason for such event and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or governmental body):


          (a)     the
occurrence of an Indenture Event of Default; or


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


          (c)     default in
the performance, or breach, in any material respect, of any covenant or warranty of the Institutional Trustee in
this Declaration (other than those specified in clause (a) or (b) above) and continuation of such default or
breach for a period of 60 days after there has been given, by registered or certified mail to the Institutional
Trustee and to the Sponsor by the Holders of at least 25% in aggregate liquidation amount of the outstanding
Capital 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


          (d)     the
occurrence of a Bankruptcy Event with respect to the Institutional Trustee if a successor Institutional Trustee
has not been appointed within 90 days thereof.


          “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, or any successor legislation.


          “Extension Period” has the
meaning set forth in paragraph 2(b) of Annex I.


          “Federal Reserve” has the
meaning set forth in paragraph 3 of Annex I.


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


4









          “Fiscal
Year” has the meaning set forth in Section 10.1.


          “Global
Capital Security” means a Capital Securities Certificate evidencing ownership of Book-Entry Capital
Securities.


          “Guarantee” means the
guarantee agreement to be dated as of the Closing Date, of the Sponsor in respect of the Capital
Securities.


          “Holder” means a Person in
whose name a Certificate representing a Security is registered, such Person being a beneficial owner within the
meaning of the Statutory Trust Act.


          “Indemnified Person” means a
Company Indemnified Person or a Fiduciary Indemnified Person.


          “Indenture” means the
Indenture dated as of the Closing Date, between the Debenture Issuer and the Debenture Trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued, as such Indenture and any supplemental
indenture may be amended, supplemented or otherwise modified from time to time.


          “Indenture Event of Default”
means an “Event of Default” as defined in the Indenture.


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


          “Interest” means any interest
due on the Debentures including any Additional Interest and Defaulted Interest.


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


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


          “Investment Company Event”
has the meaning set forth in paragraph 4(a) of Annex I. “Liquidation” has the meaning set forth in
paragraph 3 of Annex I. “Liquidation Distribution” has the meaning set forth in paragraph 3 of Annex
I.


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


          “Maturity Date” has the
meaning set forth in paragraph 4(a) of Annex I.


          “Officers’ Certificates”
means, with respect to any Person, a certificate signed by two Authorized Officers of such Person.  Any
Officers’ Certificate delivered with respect to compliance with a condition or covenant providing for it in
this Declaration shall include:


5









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


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


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


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


          “OTS” has the meaning set
forth in paragraph 3 of Annex I.


          “Owner” means each Person who
is the beneficial owner of Book-Entry Capital Securities as reflected in the records of the Depositary or, if a
Depositary Participant is not the beneficial owner, then the beneficial owner as reflected in the records of the
Depositary Participant.


          “Paying Agent” has the
meaning specified in Section 6.2.


          “Person” means a legal
person, including any individual, corporation, estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated association, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.


          “Placement Agreement” means
the Placement Agreement relating to the offering and sale of Capital Securities in the form of Exhibit
C.


          “Property Account” has the
meaning set forth in Section 2.8(c). “Pro Rata” has the meaning set forth in paragraph 8 of Annex I.
“QIB” means a “qualified institutional buyer” as defined in Rule 144A under the Securities
Act.


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


          “Redemption Date” has the
meaning set forth in paragraph 4(a) of Annex I. 


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


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


          “Registrar” has the meaning
set forth in Section 6.2.


          “Relevant Trustee” has the
meaning set forth in Section 4.5(a).


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


6









          “Restricted Securities
Legend” has the meaning set forth in Section 8.2(b).


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


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


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


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


          “Special Event” has the
meaning set forth in paragraph 4(a) of Annex I. 


          “Special Redemption Date” has
the meaning set forth in paragraph 4(a) of Annex I. 



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



          “Sponsor” means Enterprise
Financial Services Corp., a Delaware corporation, or any successor entity in a merger, consolidation or
amalgamation, in its capacity as sponsor of the Trust.


          “Statutory Trust Act” means
Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. §§ 3801, et seq. as may be amended from
time to time.


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


          “Successor Delaware Trustee”
has the meaning set forth in Section 4.5(e). 


          “Successor Institutional
Trustee” has the meaning set forth in Section 4.5(b).


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


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


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


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


          “3-Month LIBOR” has the
meaning set forth in paragraph 4(a) of Annex I.


          “Transfer Agent” has the
meaning set forth in Section 6.2.


          “Treasury Regulations” means
the income tax regulations, including temporary and proposed regulations, promulgated under the Code by the
United States Treasury, as such regulations may be amended from time to time (including corresponding provisions
of succeeding regulations).


7









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


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


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


ARTICLE II


ORGANIZATION


          Section
2.1.     Name.  The Trust is named “EFSC
Statutory Trust V,” as such name may be modified from time to time by the Administrators following written
notice to the Holders of the Securities.  The Trust’s activities may be conducted under the name of the
Trust or any other name deemed advisable by the Administrators.


          Section
2.2.     Office.  The address of the principal
office of the Trust is c/o Wilmington Trust Company, Rodney Square North, 1100 North Market Street, Wilmington,
Delaware  19890-1600.  On at least 10 Business Days written notice to the Holders of the Securities,
the Administrators may designate another principal office, which shall be in a state of the United States or in
the District of Columbia.


          Section
2.3.     Purpose.  The exclusive purposes and
functions of the Trust are (a) to issue and sell the Securities representing undivided beneficial interests in
the assets of the Trust, (b) to invest the gross proceeds from such sale to acquire the Debentures, (c) to
facilitate direct investment in the assets of the Trust through issuance of the Common Securities and the Capital
Securities and (d) except as otherwise limited herein, to engage in only those other activities necessary or
incidental thereto.  The Trust shall not borrow money, issue debt or reinvest proceeds derived from
investments, pledge any of its assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal income tax purposes as a grantor
trust.


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


          Section
2.5.     Title to Property of the Trust.  Except as
provided in Section 2.8 with respect to the Debentures and the Property Account or as otherwise provided in this
Declaration, legal title to all assets of the Trust shall be vested in the Trust.  The Holders shall not
have legal title to any part of the assets of the Trust, but shall have an undivided beneficial interest in the
assets of the Trust.


8









          Section
2.6.     Powers and Duties of the Trustees and the
Administrators.


          (a)           
The Trustees and the Administrators shall conduct the affairs of the Trust in accordance with the terms of this
Declaration.  Subject to the limitations set forth in paragraph (b) of this Section, and in accordance with
the following provisions (i) and (ii), the Trustees and the Administrators shall have the authority to enter into
all transactions and agreements determined by the Institutional Trustee to be appropriate in exercising the
authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under
this Declaration, and to perform all acts in furtherance thereof, including without limitation, the following:


	
  
 
  	
  
          (i)     Each
Administrator shall have the power and authority to act on behalf of the   Trust with respect to the following
matters: 
  





	
  
 
  	
  
          (A)  the
issuance and sale of the Securities; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (B)  to
cause the Trust to enter into, and to   execute and deliver on behalf of the Trust, such agreements as may be
necessary or desirable in connection with the purposes and function of the   Trust, including agreements with the
Paying Agent; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (C) 
ensuring compliance with the Securities   Act, applicable state securities or blue sky laws; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (D)  the
sending of notices (other than notices   of default), and other information regarding the Securities and the
Debentures to the Holders in accordance with this Declaration; 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (E)  the
consent to the appointment of a Paying   Agent, Transfer Agent and Registrar in accordance with this
Declaration,   which consent shall not be unreasonably withheld or delayed; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (F) 
execution and delivery of the Securities   in accordance with this Declaration; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (G) 
execution and delivery of closing   certificates pursuant to the Placement Agreement and the application for a
taxpayer identification number; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (H) 
unless otherwise determined by the Holders   of a Majority in liquidation amount of the Securities or as
otherwise   required by the Statutory Trust Act, to execute on behalf of the Trust   (either acting alone or
together with any or all of the Administrators) any   documents that the Administrators have the power to execute
pursuant to this   Declaration; 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (I)  the
taking of any action incidental to the   foregoing as the Institutional Trustee may from time to time determine
is   necessary or advisable to give effect to the terms of this Declaration for   the benefit of the Holders
(without consideration of the effect of any such action   on any particular Holder); 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (J)  to
establish a record date with respect to   all actions to be taken hereunder that require a record date be
established,   including Distributions, voting rights, redemptions and exchanges, and to   issue relevant notices
to the Holders of Capital Securities and Holders of   Common Securities as to such actions and applicable record
dates; and 
  




9








	
  
 
  	
  
          (K)  to
duly prepare and file all applicable   tax returns and tax information reports that are required to be filed
with   respect to the Trust on behalf of the Trust.
  





	
  
 
  	
  
          (ii)     As   among
the Trustees and the Administrators, the Institutional Trustee shall   have the power, duty and authority to act
on behalf of the Trust with respect   to the following matters: 
  





	
  
 
  	
  
          (A)  the
establishment of the Property Account;   
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (B)  the
receipt of the Debentures; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (C)  the
collection of interest, principal and   any other payments made in respect of the Debentures in the Property
Account;
  
	
   
  	
   
 
	
  
 
  	
  
          (D)  the
distribution through the Paying Agent   of amounts owed to the Holders in respect of the Securities; 


	
  
 
  	
  
 
  
	
  
 
  	
  
          (E)  the
exercise of all of the rights, powers   and privileges of a holder of the Debentures; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (F)  the
sending of notices of default and   other information regarding the Securities and the Debentures to the
Holders   in accordance with this Declaration; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (G)  the
distribution of the Trust Property in   accordance with the terms of this Declaration; 
  
	
  
 
  	
  
 
  
	
   
  	
  
          (H)  to
the extent provided in this   Declaration, the winding up of the affairs of and liquidation of the Trust   and
the preparation, execution and filing of the certificate of cancellation   with the Secretary of State of the
State of Delaware; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (I)  after
any Event of Default (provided that   such Event of Default is not by or with respect to the Institutional
Trustee)   the taking of any action incidental to the foregoing as the Institutional   Trustee may from time to
time determine is necessary or advisable to give   effect to the terms of this Declaration and protect and
conserve the Trust   Property for the benefit of the Holders (without consideration of the effect   of any such
action on any particular Holder); and 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (J)  to
take all action that may be necessary   for the preservation and the continuation of the Trust’s valid
existence,   rights, franchises and privileges as a statutory trust under the laws of the State   of Delaware.

  





	
   
  	
  
          (iii)     The
Institutional Trustee shall have the power and authority to act on behalf of   the Trust with respect to any of
the duties, liabilities, powers or the   authority of the Administrators set forth in Section 2.6(a)(i)(D), (E)
and   (F) herein but shall not have a duty to do any such act unless specifically   requested to do so in writing
by the Sponsor, and shall then be fully   protected in acting pursuant to such written request; and in the event
of a conflict   between the action of the Administrators and the action of the Institutional   Trustee, the
action of the Institutional Trustee shall prevail. 
  




          (b)       So
long as this Declaration remains in effect, the Trust (or the Trustees or Administrators acting on behalf of the
Trust) shall not undertake any business, activities or transaction except as expressly provided herein or
contemplated hereby. In particular, neither the Trustees nor the


10









Administrators may cause the Trust to (i) acquire any investments or engage
in any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge,
set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as
expressly provided herein, (iii) take any action that would reasonably be expected (x) to cause the Trust to fail
or cease to qualify as a “grantor trust” for United States federal income tax purposes or (y) to
require the trust to register as an Investment Company under the Investment Company Act, (iv) incur any
indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that would result in
the placement of a lien on any of the Trust Property.  The Institutional Trustee shall, at the sole cost and
expense of the Trust, defend all claims and demands of all Persons at any time claiming any lien on any of the
Trust Property
adverse to the interest of the Trust or the Holders in their capacity as Holders.


          (c)     In connection
with the issuance and sale of the Capital Securities, the Sponsor shall have the right and responsibility to
assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the
Sponsor in furtherance of the following prior to the date of this Declaration are hereby ratified and confirmed
in all respects): 

	
   
 	
  
          (i)     the   taking
of any action necessary to obtain an exemption from the Securities   Act;
  
	
   
 	
  
 
  
	
   
 	
  
          (ii)    the
determination of the States in which to take appropriate action to qualify or   register for sale all or part of
the Capital Securities and the determination   of any and all such acts, other than actions which must be taken
by or on   behalf of the Trust, and the advice to the Administrators of actions they   must take on behalf of the
Trust, and the preparation for execution and   filing of any documents to be executed and filed by the Trust or
on behalf of   the Trust, as the Sponsor deems necessary or advisable in order to comply   with the applicable
laws of any such States in connection with the sale of   the Capital Securities; 
  
	
   
 	
  
 
  
	
   
  	
  
          (iii)   the   negotiation of
the terms of, and the execution and delivery of, the Placement   Agreement providing for the sale of the Capital
Securities; and 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iv)   the   taking of any
other actions necessary or desirable to carry out any of the   foregoing activities. 
  




          (d)     Notwithstanding
anything herein to the contrary, the Administrators and the Holders of a Majority in liquidation amount of the
Common Securities are authorized and directed to conduct the affairs of the Trust and to operate the Trust so
that the Trust will not (i) be deemed to be an Investment Company required to be registered under the Investment
Company Act, and (ii) fail to be classified as a “grantor trust” for United States federal income tax
purposes.  The Administrators and the Holders of a Majority in liquidation amount of the Common Securities
shall not take any action inconsistent with the treatment of the Debentures as indebtedness of the Debenture
Issuer for United States federal income tax purposes.  In this connection, the Administrators and the
Holders of a Majority in liquidation amount of the Common Securities are authorized to take any
action, not inconsistent with applicable laws, the Certificate of Trust or this Declaration, as amended from time
to time, that each of the Administrators and the Holders of a Majority in liquidation amount of the Common
Securities determines in their discretion to be necessary or desirable for such purposes.


          (e)
     All expenses incurred by the Administrators or the Trustees pursuant to this
Section 2.6 shall be reimbursed by the Sponsor, and the Trustees and the Administrators shall have no obligations
with respect to such expenses (for purposes of clarification, this Section 2.6(e) does not contemplate the
payment by the Sponsor of acceptance or annual administration fees owing to the Trustees under this Declaration
or the fees and expenses of the Trustees’ counsel in connection with the closing of the transactions
contemplated by this Declaration).


11









          (f)     The assets of
the Trust shall consist of the Trust Property.


          (g)     Legal title
to all Trust Property shall be vested at all times in the Institutional Trustee (in its capacity as such) and
shall be held and administered by the Institutional Trustee and the Administrators for the benefit of the Trust
in accordance with this Declaration.


          (h)     If the
Institutional Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this
Declaration and such proceeding has been discontinued or abandoned for any reason, or has been determined
adversely to the Institutional Trustee or to such Holder, then and in every such case the Sponsor, the
Institutional Trustee and the Holders shall, subject to any determination in such proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the
Institutional Trustee and the Holders shall continue as though no such proceeding had been instituted.


          Section
2.7.     Prohibition of Actions by the Trust and the Institutional
Trustee.


          (a)     The Trust
shall not, and the Institutional Trustee shall cause the Trust not to, engage in any activity other than as
required or authorized by this Declaration.  In particular, the Trust shall not and the Institutional
Trustee shall cause the Trust not to: 

	
   
  	
  
          (i)     invest   any
proceeds received by the Trust from holding the Debentures, but shall   distribute all such proceeds to Holders
of the Securities pursuant to the   terms of this Declaration and of the Securities; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (ii)    acquire   any
assets other than as expressly provided herein; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)   possess   Trust
Property for other than a Trust purpose; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iv)   make   any loans or
incur any indebtedness other than loans represented by the   Debentures; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (v)     possess   any
power or otherwise act in such a way as to vary the Trust assets or the   terms of the Securities in any way
whatsoever other than as expressly   provided herein; 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (vi)    issue   any
securities or other evidences of beneficial ownership of, or beneficial   interest in, the Trust other than the
Securities; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (vii)   carry   on any
“trade or business” as that phrase is used in the Code; or 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (viii)  other   than as provided in
this Declaration (including Annex I), (A) direct the   time, method and place of exercising any trust or power
conferred upon the   Debenture Trustee with respect to the Debentures, (B) waive any past default   that is
waivable under the Indenture, (C) exercise any right to rescind or   annul any declaration that the principal of
all the Debentures shall be due   and payable, or (D) consent to any amendment, modification or termination of
the Indenture or the Debentures where such consent shall be required unless   the Trust shall have received a
written opinion of counsel to the effect that   such modification will not cause the Trust to cease to be
classified as a   “grantor trust” for United States federal income tax purposes. 
  



12









          Section
2.8.     Powers and Duties of the Institutional
Trustee.


          (a)     The legal
title to the Debentures shall be owned by and held of record in the name of the Institutional Trustee in trust
for the benefit of the Trust and the Holders of the Securities.  The right, title and interest of the
Institutional Trustee to the Debentures shall vest automatically in each Person who may hereafter be appointed as
Institutional Trustee in accordance with Section 4.5.  Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Debentures have been executed and
delivered.


          (b)     The
Institutional Trustee shall not transfer its right, title and interest in the Debentures to the Administrators or
to the Delaware Trustee.


          (c)     The
Institutional Trustee shall: 

	
   
 	
  
          (i)     establish
and maintain a segregated non-interest bearing trust account (the “Property   Account”) in the name of
and under the exclusive control of the Institutional   Trustee, and maintained in the Institutional
Trustee’s trust department, on   behalf of the Holders of the Securities and, upon the receipt of payments
of   funds made in respect of the Debentures held by the Institutional Trustee,   deposit such funds into the
Property Account and make payments, or cause the   Paying Agent to make payments, to the Holders of the Capital
Securities and   Holders of the Common Securities from the Property Account in accordance with   Section
5.1.  Funds in the Property   Account shall be held uninvested until disbursed in accordance with this
Declaration;
  
	
   
 	
   
  
	
  
 
  	
  
          (ii)       engage in such
ministerial activities as shall be necessary or appropriate to   effect the redemption of the Capital Securities
and the Common Securities to   the extent the Debentures are redeemed or mature; and 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)    upon   written
notice of distribution issued by the Administrators in accordance   with the terms of the Securities, engage in
such ministerial activities as   shall be necessary or appropriate to effect the distribution of the Debentures
to Holders of Securities upon the occurrence of certain circumstances   pursuant to the terms of the Securities.

  




          (d)     The
Institutional Trustee may bring or defend, pay, collect, compromise, arbitrate, resort to legal action with
respect to, or otherwise adjust claims or demands of or against, the Trust which arises out of or in connection
with an Event of Default of which a Responsible Officer of the Institutional Trustee has actual knowledge or
arises out of the Institutional Trustee’s duties and obligations under this Declaration; provided, however,
that if an Event of Default has occurred and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay interest or principal on the Debentures on the date such interest or principal is
otherwise payable (or in the case of redemption, on the redemption date), then a Holder of the Capital Securities
may directly institute a proceeding for enforcement of payment to such Holder of the principal of or
interest on the Debentures having a principal amount equal to the aggregate liquidation amount of the Capital
Securities of such Holder (a “Direct Action”) on or after the respective due date specified in the
Debentures.  In connection with such Direct Action, the rights of the Holders of the Common Securities will
be subrogated to the rights of such Holder of the Capital Securities to the extent of any payment made by the
Debenture Issuer to such Holder of the Capital Securities in such Direct Action; provided, however, that no
Holder of the Common Securities may exercise such right of subrogation so long as an Event of Default with
respect to the Capital Securities has occurred and is continuing.


          (e)     The
Institutional Trustee shall continue to serve as a Trustee until either:


13








	
  
 
  	
  
          (i)     the   Trust
has been completely liquidated and the proceeds of the liquidation   distributed to the Holders of the Securities
pursuant to the terms of the   Securities and this Declaration; or 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (ii)    a   Successor
Institutional Trustee has been appointed and has accepted that   appointment in accordance with Section 4.5.

  




          (f)     The
Institutional Trustee shall have the legal power to exercise all of the rights, powers and privileges of a Holder
of the Debentures under the Indenture and, if an Event of Default occurs and is continuing, the Institutional
Trustee may, for the benefit of Holders of the Securities, enforce its rights as holder of the Debentures subject
to the rights of the Holders pursuant to this Declaration (including Annex I) and the terms of the
Securities.


          The
Institutional Trustee must exercise the powers set forth in this Section 2.8 in a manner that is consistent with
the purposes and functions of the Trust set out in Section 2.3, and the Institutional Trustee shall not take any
action that is inconsistent with the purposes and functions of the Trust set out in Section 2.3.


          Section
2.9.     Certain Duties and Responsibilities of the Trustees and
Administrators.


          (a)     The
Institutional Trustee, before the occurrence of any Event of Default and after the curing or waiving of all such
Events of Default that may have occurred, shall undertake to perform only such duties as are specifically set
forth in this Declaration and no implied covenants shall be read into this Declaration against the Institutional
Trustee.  In case an Event of Default has occurred (that has not been cured or waived pursuant to Section
6.8), the Institutional Trustee shall exercise such of the rights and powers vested in it by this Declaration,
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 his or her own affairs.


          (b)     The duties
and responsibilities of the Trustees and the Administrators shall be as provided by this Declaration. 
Notwithstanding the foregoing, no provision of this Declaration shall require any Trustee or Administrator to
expend or risk their own funds or otherwise incur any financial liability in the performance of any of their
duties hereunder, or in the exercise of any of their rights or powers if it shall have reasonable grounds to
believe that repayment of such funds or adequate protection against such risk of liability is not reasonably
assured to it.  Whether or not therein expressly so provided, every provision of this Declaration relating
to the conduct or affecting the liability of or affording protection to the Trustees or Administrators shall be
subject to the provisions of this Article.  Nothing in this Declaration shall be construed to
relieve an Administrator or a Trustee from liability for its own negligent act, its own negligent failure to act,
or its own willful misconduct.  To the extent that, at law or in equity, a Trustee or an Administrator has
duties and liabilities relating to the Trust or to the Holders, such Trustee or such Administrator shall not be
liable to the Trust or to any Holder for such Trustee’s or such Administrator’s good faith reliance on
the provisions of this Declaration.  The provisions of this Declaration, to the extent that they restrict
the duties and liabilities of the Administrators or the Trustee otherwise existing at law or in equity, are
agreed by the Sponsor and the Holders to replace such other duties and liabilities of the Administrators or the
Trustees.


          (c)     All payments
made by the Institutional Trustee or a Paying Agent in respect of the Securities shall be made only from the
revenue and proceeds from the Trust Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Institutional Trustee or a Paying Agent to make payments in
accordance with the terms hereof.  Each Holder, by its acceptance of a Security, agrees that it will look
solely to the revenue and proceeds from the Trust Property to the extent legally available for distribution to it
as herein provided and that the Trustees and the Administrators are not personally liable to it for any amount
distributable in respect of any Security or for any other liability in respect of any Security.  This
Section 2.9(c) does not limit the liability of the Trustees expressly set forth elsewhere in this
Declaration.


14









          (d)     The
Institutional Trustee shall not be liable for its own acts or omissions hereunder except as a result of its own
negligent action, its own negligent failure to act, or its own willful misconduct, except that: 

	
  
 
  	
  
          (i)     the
Institutional Trustee shall not be liable for any error of judgment made in   good faith by an Authorized Officer
of the Institutional Trustee, unless it   shall be proved that the Institutional Trustee was negligent in
ascertaining   the pertinent facts; 
  
	
  
 
  	
  
 
  
	
   
  	
  
          (ii)    the
Institutional Trustee shall not be liable with respect to any action taken or   omitted to be taken by it in good
faith in accordance with the direction of   the Holders of not less than a Majority in liquidation amount of the
Capital   Securities or the Common Securities, as applicable, relating to the time,   method and place of
conducting any proceeding for any remedy available to the   Institutional Trustee, or exercising any trust or
power conferred upon the   Institutional Trustee under this Declaration; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)      the Institutional
Trustee’s sole duty with respect to the custody,   safekeeping and physical preservation of the Debentures
and the Property   Account shall be to deal with such property in a similar manner as the   Institutional Trustee
deals with similar property for its fiduciary accounts   generally, subject to the protections and limitations on
liability afforded   to the Institutional Trustee under this Declaration; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iv)    the
Institutional Trustee shall not be liable for any interest on any money   received by it except as it may
otherwise agree in writing with the Sponsor;   and money held by the Institutional Trustee need not be segregated
from other   funds held by it except in relation to the Property Account maintained by the   Institutional
Trustee pursuant to Section 2.8(c)(i) and except to the extent   otherwise required by law; and 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (v)     the
Institutional Trustee shall not be responsible for monitoring the compliance   by the Administrators or the
Sponsor with their respective duties under this   Declaration, nor shall the Institutional Trustee be liable for
any default or   misconduct of the Administrators or the Sponsor. 
  




          Section
2.10.     Certain Rights of Institutional Trustee. 
Subject to the provisions of Section 2.9:


          (a)       the
Institutional Trustee may conclusively rely and shall fully be protected in acting or refraining from acting in
good faith upon any resolution, opinion of counsel, certificate, written representation of a Holder or
transferee, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, appraisal, bond, debenture, note, other evidence of indebtedness or other
paper or document believed by it to be genuine and to have been signed, sent or presented by the proper party or
parties;


          (b)       if (i)
in performing its duties under this Declaration, the Institutional Trustee is required to decide between
alternative courses of action, (ii) in construing any of the provisions of this Declaration, the Institutional
Trustee finds the same ambiguous or inconsistent with any other provisions contained herein, or (iii) the
Institutional Trustee is unsure of the application of any provision of this Declaration, then, except as to any
matter as to which the Holders of Capital Securities are entitled to vote under the terms of this Declaration,
the Institutional Trustee may deliver a notice to the Sponsor requesting the Sponsor’s written instructions
as to the course of action to be taken and the Institutional Trustee shall take


15









such action, or refrain from taking such action, as the Institutional
Trustee shall be instructed in writing, in which event the Institutional Trustee shall have no liability except
for its own negligence or willful misconduct;


          (c)       any
direction or act of the Sponsor or the Administrators contemplated by this Declaration shall be sufficiently
evidenced by an Officers’ Certificate;


          (d)      
whenever in the administration of this Declaration, the Institutional Trustee shall deem it desirable that a
matter be proved or established before undertaking, suffering or omitting any action hereunder, the Institutional
Trustee (unless other evidence is herein specifically prescribed) may request and conclusively rely upon an
Officers’ Certificate as to factual matters which, upon receipt of such request, shall be promptly delivered
by the Sponsor or the Administrators;


          (e)     the
Institutional Trustee shall have no duty to see to any recording, filing or registration of any instrument
(including any financing or continuation statement or any filing under tax or securities laws) or any
rerecording, refiling or reregistration thereof;


          (f)     the
Institutional Trustee may consult with counsel of its selection (which counsel may be counsel to the Sponsor or
any of its Affiliates) and the advice of such counsel shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon and in
accordance with such advice; the Institutional Trustee shall have the right at any time to seek instructions
concerning the administration of this Declaration from any court of competent jurisdiction;


          (g)     the
Institutional Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this
Declaration at the request or direction of any of the Holders pursuant to this Declaration, unless such Holders
shall have offered to the Institutional Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
provided, that nothing contained in this Section 2.10(g) shall be taken to relieve the Institutional Trustee,
subject to Section 2.9(b), upon the occurrence of an Event of Default (that has not been cured or waived pursuant
to Section 6.9), to exercise such of the rights and powers vested in it by this Declaration, 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 his or her own affairs;


          (h)     the
Institutional Trustee shall not be bound to make any investigation into the facts or matters stated in any
resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, note or other evidence of indebtedness or other paper or document, unless requested in writing to do
so by one or more Holders, but the Institutional Trustee may make such further inquiry or investigation into such
facts or matters as it may see fit;


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


          (j)      
whenever in the administration of this Declaration the Institutional Trustee shall deem it desirable to receive
instructions with respect to enforcing any remedy or right or taking any other action hereunder the Institutional
Trustee (i) may request instructions from the Holders of the Capital Securities which instructions may only be
given by the Holders of the same proportion in liquidation amount of the Capital Securities as would be entitled
to direct the Institutional Trustee under the terms of the Capital Securities in respect of such remedy, right or
action, (ii) may refrain from enforcing such remedy or right or taking such other action until such instructions
are received, and (iii) shall be fully protected in acting in accordance with such instructions;


16









          (k)       except
as otherwise expressly provided in this Declaration, the Institutional Trustee shall not be under any obligation
to take any action that is discretionary under the provisions of this Declaration;


          (l)
     when the Institutional Trustee incurs expenses or renders services in connection
with a Bankruptcy Event, such expenses (including the fees and expenses of its counsel) and the compensation for
such services are intended to constitute expenses of administration under any bankruptcy law or law relating to
creditors rights generally;


          (m)     the
Institutional Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of
the Institutional Trustee obtains actual knowledge of such event or the Institutional Trustee receives written
notice of such event from any Holder, the Sponsor or the Debenture Trustee;


          (n)     any action
taken by the Institutional Trustee or its agents hereunder shall bind the Trust and the Holders of the
Securities, and the signature of the Institutional Trustee or its agents alone shall be sufficient and effective
to perform any such action and no third party shall be required to inquire as to the authority of the
Institutional Trustee to so act or as to its compliance with any of the terms and provisions of this Declaration,
both of which shall be conclusively evidenced by the Institutional Trustee’s or its agent’s taking such
action; and


          (o)     no provision
of this Declaration shall be deemed to impose any duty or obligation on the Institutional Trustee to perform any
act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which the Institutional Trustee shall be unqualified or incompetent in
accordance with applicable law, to perform any such act or acts, or to exercise any such right, power, duty or
obligation.  No permissive power or authority available to the Institutional Trustee shall be construed to
be a duty.


          Section
2.11.     Delaware Trustee.  Notwithstanding any
other provision of this Declaration other than Section 4.1, the Delaware Trustee shall not be entitled to
exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of any of the
Trustees or the Administrators described in this Declaration (except as may be required under the Statutory Trust
Act).  Except as set forth in Section 4.1, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of § 3807 of the Statutory Trust Act.


          Section
2.12.     Execution of Documents.  Unless otherwise
determined in writing by the Institutional Trustee, and except as otherwise required by the Statutory Trust Act,
the Institutional Trustee, or any one or more of the Administrators, as the case may be, is authorized to execute
on behalf of the Trust any documents that the Trustees or the Administrators, as the case may be, have the power
and authority to execute pursuant to Section 2.6.


          Section
2.13.     Not Responsible for Recitals or Issuance of
Securities.  The recitals contained in this Declaration and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility for their correctness.  The
Trustees make no representations as to the value or condition of the property of the Trust or any part
thereof.  The Trustees make no representations as to the validity or sufficiency of this Declaration, the
Debentures or the Securities.


Section 2.14.     Duration of
Trust.  The Trust, unless earlier dissolved pursuant to the provisions of Article VII hereof,
shall be in existence for 35 years from the Closing Date.


17









          Section
2.15.     Mergers.


          (a)     The Trust may
not consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer or lease its properties
and assets substantially as an entirety to any corporation or other body, except as described in Section 2.15(b)
and (c) and except in connection with the liquidation of the Trust and the distribution of the Debentures to
Holders of Securities pursuant to Section 7.1(a)(iv) of the Declaration or Section 4 of Annex I.


          (b)     The Trust
may, with the consent of the Institutional Trustee and without the consent of the Holders of the Capital
Securities, consolidate, amalgamate, merge with or into, or be replaced by a trust organized as such under the
laws of any state; provided that: 

	
   
 	
  
          (i)     if   the
Trust is not the surviving entity, such successor entity (the “Successor   Entity”) either:


	
   
 	
  
 
  
	
  
 
  	
  
 
  	
  
          (A) 
expressly assumes all of the obligations   of the Trust under the Securities; or
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (B) 
substitutes for the Securities other   securities having substantially the same terms as the Securities (the
“Successor Securities”) so that the Successor Securities rank the same as the   Securities rank with
respect to Distributions and payments upon Liquidation,   redemption and otherwise;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          (ii)     the
Sponsor expressly appoints a trustee of the Successor Entity that possesses   substantially the same powers and
duties as the Institutional Trustee as the   Holder of the Debentures;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)     such
merger, consolidation, amalgamation or replacement does not adversely affect   the rights, preferences and
privileges of the Holders of the Securities   (including any Successor Securities) in any material
respect;
  
	
   
  	
  
 
  
	
  
 
  	
  
          (iv)     the
Institutional Trustee receives written confirmation from Moody’s Investor   Services, Inc. and any other
nationally recognized statistical rating   organization that rates securities issued by the initial purchaser of
the   Capital Securities that it will not reduce or withdraw the rating of any such   securities because of such
merger, conversion, consolidation, amalgamation or   replacement;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (v)     such
Successor Entity has a purpose substantially identical to that of the Trust;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (vi)     prior   to
such merger, consolidation, amalgamation or replacement, the Trust has   received an opinion of a nationally
recognized independent counsel to the   Trust experienced in such matters to the effect that:
  
	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
          (A)  such
merger, consolidation, amalgamation   or replacement does not adversely affect the rights, preferences and
privileges of the Holders of the Securities (including any Successor   Securities) in any material
respect;
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (B) 
following such merger, consolidation,   amalgamation or replacement, neither the Trust nor the Successor Entity
will   be required to register as an Investment Company; and
  




18








	
  
 
  	
  
 
  	
  
          (C) 
following such merger, consolidation,   amalgamation or replacement, the Trust (or the Successor Entity) will
continue to be classified as a “grantor trust” for United States federal   income tax
purposes;
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
          (vii)     the
Sponsor guarantees the obligations of such Successor Entity under the   Successor Securities at least to the
extent provided by the Guarantee;
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (viii)     the
Sponsor owns 100% of the common securities of any Successor Entity; and
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (ix)     prior   to
such merger, consolidation, amalgamation or replacement, the Institutional   Trustee shall have received an
Officers’ Certificate of the Administrators and   an opinion of counsel, each to the effect that all
conditions precedent under   this Section 2.15(b) to such transaction have been satisfied.
  




          (c)     Notwithstanding
Section 2.15(b), the Trust shall not, except with the consent of Holders of 100% in aggregate liquidation amount
of the Securities, consolidate, amalgamate, merge with or into, or be replaced by any other entity or permit any
other entity to consolidate, amalgamate, merge with or into, or replace it if such consolidation, amalgamation,
merger or replacement would cause the Trust or Successor Entity to be classified as other than a grantor trust
for United States federal income tax purposes.


ARTICLE III


SPONSOR


          Section
3.1.     Sponsor’s Purchase of Common Securities. 
On the Closing Date, the Sponsor will purchase all of the Common Securities issued by the Trust in an amount
at least equal to 3% of the capital of the Trust, at the same time as the Capital Securities are sold.


          Section
3.2.     Responsibilities of the Sponsor.  In
connection with the issue and sale of the Capital Securities, the Sponsor shall have the exclusive right and
responsibility to engage in, or direct the Administrators to engage in, the following activities:


          (a)     to determine
the States in which to take appropriate action to qualify the Trust or to qualify or register for sale all or
part of the Capital Securities and to do any and all such acts, other than actions which must be taken by the
Trust, and advise the Trust of actions it must take, and prepare for execution and filing any documents to be
executed and filed by the Trust, as the Sponsor deems necessary or advisable in order to comply with the
applicable laws of any such States, to protect the limited liability of the Holders of the Capital Securities or
to enable the Trust to effect the purposes for which it was created; and


          (b)     to negotiate
the terms of and/or execute on behalf of the Trust, the Placement Agreement and other related agreements
providing for the sale of the Capital Securities.


          Section
3.3.     Expenses.  In connection with the
offering, sale and issuance of the Debentures to the Trust and in connection with the sale of the Securities by
the Trust, the Sponsor, in its capacity as Debenture Issuer, shall:


          (a)     pay all
reasonable costs and expenses owing to the Debenture Trustee pursuant to Section 6.6 of the Indenture;


19









          (b)     be
responsible for and shall pay all debts and obligations (other than with respect to the Securities) and all costs
and expenses of the Trust, the offering, sale and issuance of the Securities (including fees to the placement
agents in connection therewith), the costs and expenses (including reasonable counsel fees and expenses) of the
Institutional Trustee and the Administrators, the costs and expenses relating to the operation of the Trust,
including, without limitation, costs and expenses of accountants, attorneys, statistical or bookkeeping services,
expenses for printing and engraving and computing or accounting equipment, Paying Agents, Registrars, Transfer
Agents, duplicating, travel and telephone and other telecommunications expenses and costs and expenses incurred
in connection with the acquisition, financing, and disposition of Trust assets and the enforcement
by the Institutional Trustee of the rights of the Holders (for purposes of clarification, this Section 3.3(b)
does not contemplate the payment by the Sponsor of acceptance or annual administration fees owing to the Trustees
pursuant to the services to be provided by the Trustees under this Declaration or the fees and expenses of the
Trustees’ counsel in connection with the closing of the transactions contemplated by this Declaration);
and


          (c)     pay any and
all taxes (other than United States withholding taxes attributable to the Trust or its assets) and all
liabilities, costs and expenses with respect to such taxes of the Trust.


          The
Sponsor’s obligations under this Section 3.3 shall be for the benefit of, and shall be enforceable by, any
Person to whom such debts, obligations, costs, expenses and taxes are owed (a “Creditor”) whether or
not such Creditor has received notice hereof.  Any such Creditor may enforce the Sponsor’s obligations
under this Section 3.3 directly against the Sponsor and the Sponsor irrevocably waives any right or remedy to
require that any such Creditor take any action against the Trust or any other Person before proceeding against
the Sponsor.  The Sponsor agrees to execute such additional agreements as may be necessary or desirable in
order to give full effect to the provisions of this Section 3.3.


          Section
3.4.     Right to Proceed.  The Sponsor
acknowledges the rights of Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.


ARTICLE IV


INSTITUTIONAL TRUSTEE AND ADMINISTRATORS


          Section
4.1.     Number of Trustees.  The number of
Trustees shall initially be two, and;


          (a)     at any time
before the issuance of any Securities, the Sponsor may, by written instrument, increase or decrease the number of
Trustees; and


          (b)     after the
issuance of any Securities, the number of Trustees may be increased or decreased by vote of the Holder of a
Majority in liquidation amount of the Common Securities voting as a class at a meeting of the Holder of the
Common Securities; provided, however, that there shall be a Delaware Trustee if required by Section 4.2; and
there shall always be one Trustee who shall be the Institutional Trustee, and such Trustee may also serve as
Delaware Trustee if it meets the applicable requirements, in which case Section 2.11 shall have no application to
such entity in its capacity as Institutional Trustee.


          Section
4.2.     Delaware Trustee; Eligibility.


          (a)     If required
by the Statutory Trust Act, one Trustee (the “Delaware Trustee”) shall be: 

	
   
  	
  
          (i)     a   natural
person at least 21 years of age who is a resident of the State of   Delaware; or 
  




20








	
  
 
  	
  
          (ii)     if   not a
natural person, an entity which is organized under the laws of the   United States or any state thereof or the
District of Columbia, has its   principal place of business in the State of Delaware, and otherwise meets the
requirements of applicable law, including § 3807 of the Statutory Trust Act. 
  




          (b)     The initial
Delaware Trustee shall be Wilmington Trust Company.


          Section
4.3.     Institutional Trustee; Eligibility.


          (a)     There shall
at all times be one Trustee which shall: 

	
  
 
  	
  
          (i)     not   be an
Affiliate of the Sponsor; 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (ii)    not   offer or
provide credit or credit enhancement to the Trust; and 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)   be   a banking
corporation or trust company organized and doing business under the   laws of the United States of America or any
state thereof or the District of   Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S. dollars   ($50,000,000.00), and subject to
supervision or examination by Federal,   state, or District of Columbia authority.    If such corporation
publishes reports of condition at least annually,   pursuant to law or to the requirements of the supervising or
examining   authority referred to above, then for the purposes of this Section 4.3(a)(iii),   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. 
  




          (b)     If at any
time the Institutional Trustee shall cease to be eligible to so act under Section 4.3(a), the Institutional
Trustee shall immediately resign in the manner and with the effect set forth in Section 4.5.


          (c)     If the
Institutional Trustee has or shall acquire any “conflicting interest” within the meaning of Section
310(b) of the Trust Indenture Act of 1939, as amended, the Institutional Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to this Declaration.


          (d)     The initial
Institutional Trustee shall be Wilmington Trust Company.


          Section
4.4.     Administrators.  Each Administrator shall
be a U.S. Person, 21 years of age or older and authorized to bind the Sponsor.  The initial Administrators
shall be Frank H. Sanfilippo and Deborah N. Barstow.  There shall at all times be at least one
Administrator.  Except where a requirement for action by a specific number of Administrators is expressly
set forth in this Declaration and except with respect to any action the taking of which is the subject of a
meeting of the Administrators, any action required or permitted to be taken by the Administrators may be taken
by, and any power of the Administrators may be exercised by, or with the consent of, any one such
Administrator.


          Section
4.5.     Appointment, Removal and Resignation of Trustees and
Administrators.  


          (a)     No
resignation or removal of any Trustee (the “Relevant Trustee”) and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of this Section 4.5.


          (b)     Subject to
Section 4.5(a), a Relevant Trustee may resign at any time by giving written notice thereof to the Holders of the
Securities and by appointing a successor Relevant Trustee.  Upon the


21









resignation of the Institutional Trustee, the Institutional Trustee shall
appoint a successor by requesting from at least three Persons meeting the eligibility requirements their expenses
and charges to serve as the successor Institutional Trustee on a form provided by the Administrators, and
selecting the Person who agrees to the lowest expense and charges (the “Successor Institutional
Trustee”).  If the instrument of acceptance by the successor Relevant Trustee required by this Section
4.5 shall not have been delivered to the Relevant Trustee within 60 days after the giving of such notice of
resignation or delivery of the instrument of removal, the Relevant Trustee may petition, at the expense of the
Trust, any federal, state or District of Columbia court of competent jurisdiction for the appointment of a
successor Relevant Trustee.  Such court may thereupon, after prescribing such notice, if any, as it may deem
proper, appoint a Relevant
Trustee. The Institutional Trustee shall have no liability for the selection of such successor pursuant to this
Section 4.5.


          (c)     Unless an
Event of Default shall have occurred and be continuing, any Trustee may be removed at any time by an act of the
Holders of a Majority in liquidation amount of the Common Securities.  If any Trustee shall be so removed,
the Holders of the Common Securities, by act of the Holders of a Majority in liquidation amount of the Common
Securities delivered to the Relevant Trustee, shall promptly appoint a successor Relevant Trustee, and such
successor Trustee shall comply with the applicable requirements of this Section 4.5.  If an Event of Default
shall have occurred and be continuing, the Institutional Trustee or the Delaware Trustee, or both of them, may be
removed by the act of the Holders of a Majority in liquidation amount of the Capital Securities, delivered to the
Relevant Trustee (in its individual capacity and on behalf of the Trust).  If any
Trustee shall be so removed, the Holders of Capital Securities, by act of the Holders of a Majority in
liquidation amount of the Capital Securities then outstanding delivered to the Relevant Trustee, shall promptly
appoint a successor Relevant Trustee or Trustees, and such successor Trustee shall comply with the applicable
requirements of this Section 4.5.  If no successor Relevant Trustee shall have been so appointed by the
Holders of a Majority in liquidation amount of the Capital Securities and accepted appointment in the manner
required by this Section 4.5 within 30 days after delivery of an instrument of removal, the Relevant Trustee or
any Holder who has been a Holder of the Securities for at least six months may, on behalf of himself and all
others similarly situated, petition any federal, state or District of Columbia court of competent jurisdiction
for the appointment of a successor Relevant Trustee.  Such court may thereupon, after prescribing such
notice, if any, as it may deem
proper, appoint a successor Relevant Trustee or Trustees.


          (d)     The
Institutional Trustee shall give notice of each resignation and each removal of a Trustee and each appointment of
a successor Trustee to all Holders and to the Sponsor.  Each notice shall include the name of the successor
Relevant Trustee and the address of its Corporate Trust Office if it is the Institutional Trustee.


          (e)     Notwithstanding
the foregoing or any other provision of this Declaration, in the event a Delaware Trustee who is a natural person
dies or is adjudged by a court to have become incompetent or incapacitated, the vacancy created by such death,
incompetence or incapacity may be filled by the Institutional Trustee following the procedures in this Section
4.5 (with the successor being a Person who satisfies the eligibility requirement for a Delaware Trustee set forth
in this Declaration) (the “Successor Delaware Trustee”).


          (f)     In case of
the appointment hereunder of a successor Relevant Trustee, the retiring Relevant Trustee and each successor
Relevant Trustee with respect to the Securities shall execute and deliver an amendment hereto wherein each
successor Relevant Trustee shall accept such appointment and which (a) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, each successor Relevant Trustee all the
rights, powers, trusts and duties of the retiring Relevant Trustee with respect to the Securities and the Trust
and (b) shall add to or change any of the provisions of this Declaration as shall be necessary to provide for or
facilitate the administration of the Trust by more


22









than one Relevant Trustee, it being understood that nothing herein or in
such amendment shall constitute such Relevant Trustees co-trustees and upon the execution and delivery of such
amendment the resignation or removal of the retiring Relevant Trustee shall become effective to the extent
provided therein and each such successor Relevant Trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, trusts and duties of the retiring Relevant Trustee; but, on request of
the Trust or any successor Relevant Trustee, such retiring Relevant Trustee shall duly assign, transfer and
deliver to such successor Relevant Trustee all Trust Property, all proceeds thereof and money held by such
retiring Relevant Trustee hereunder with respect to the Securities and the Trust subject to the payment of all
unpaid fees, expenses and indemnities of such retiring Relevant Trustee.


          (g)     No
Institutional Trustee or Delaware Trustee shall be liable for the acts or omissions to act of any Successor
Institutional Trustee or Successor Delaware Trustee, as the case may be.


          (h)     The Holders
of the Capital Securities will have no right to vote to appoint, remove or replace the Administrators, which
voting rights are vested exclusively in the Holders of the Common Securities.


          (i)     Any successor
Delaware Trustee shall file an amendment to the Certificate of Trust with the Secretary of State of the State of
Delaware identifying the name and principal place of business of such Delaware Trustee in the State of
Delaware.


          Section
4.6.     Vacancies Among Trustees.  If a Trustee
ceases to hold office for any reason and the number of Trustees is not reduced pursuant to Section 4.1, a vacancy
shall occur.  A resolution certifying the existence of such vacancy by the Trustees or, if there are more
than two, a majority of the Trustees, shall be conclusive evidence of the existence of such vacancy.  The
vacancy shall be filled with a Trustee appointed in accordance with Section 4.5.


          Section
4.7.     Effect of Vacancies.  The death, resignation,
retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a
Trustee shall not operate to dissolve, terminate or annul the Trust or terminate this Declaration.  Whenever
a vacancy in the number of Trustees shall occur, until such vacancy is filled by the appointment of a Trustee in
accordance with Section 4.5, the Institutional Trustee shall have all the powers granted to the Trustees and
shall discharge all the duties imposed upon the Trustees by this Declaration.


          Section
4.8.     Meetings of the Trustees and the Administrators. 
Meetings of the Administrators shall be held from time to time upon the call of an Administrator. 
Regular meetings of the Administrators may be held in person in the United States or by telephone, at a place (if
applicable) and time fixed by resolution of the Administrators.  Notice of any in-person meetings of the
Trustees with the Administrators or meetings of the Administrators shall be hand delivered or otherwise delivered
in writing (including by facsimile, with a hard copy by overnight courier) not less than 48 hours before such
meeting.  Notice of any telephonic meetings of the Trustees with the Administrators or meetings of the
Administrators or any committee thereof shall be hand delivered or otherwise delivered in writing (including by
facsimile, with a hard
copy by overnight courier) not less than 24 hours before a meeting.  Notices shall contain a brief statement
of the time, place and anticipated purposes of the meeting.  The presence (whether in person or by
telephone) of a Trustee or an Administrator, as the case may be, at a meeting shall constitute a waiver of notice
of such meeting except where the Trustee or an Administrator, as the case may be, attends a meeting for the
express purpose of objecting to the transaction of any activity on the grounds that the meeting has not been
lawfully called or convened.  Unless provided otherwise in this Declaration, any action of the Trustees or
the Administrators, as the case may be, may be taken at a meeting by vote of a majority of the Trustees or the
Administrators present (whether in person or by telephone) and eligible to vote with respect to such matter,
provided that a Quorum is present, or without a meeting by the unanimous written consent of the Trustees or the
Administrators. 
Meetings of the Trustees and the Administrators together shall be held from time to time upon the call of any
Trustee or an Administrator.


23









          Section
4.9.     Delegation of Power.


          (a)     Any
Administrator may, by power of attorney consistent with applicable law, delegate to any other natural person over
the age of 21 that is a U.S. Person his or her power for the purpose of executing any documents contemplated in
Section 2.6; and


          (b)     the
Administrators shall have power to delegate from time to time to such of their number the doing of such things
and the execution of such instruments either in the name of the Trust or the names of the Administrators or
otherwise as the Administrators may deem expedient, to the extent such delegation is not prohibited by applicable
law or contrary to the provisions of the Trust, as set forth herein.


          Section
4.10.     Conversion, Consolidation or Succession to
Business.  Any Person into which the Institutional Trustee or the Delaware Trustee may be
merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Institutional Trustee or the Delaware Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of the Institutional Trustee or the Delaware
Trustee shall be the successor of the Institutional Trustee or the Delaware Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article and, provided, further, that such Person
shall file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as
contemplated in Section 4.5(i).


ARTICLE V


DISTRIBUTIONS


          Section
5.1.     Distributions.  Holders shall receive
Distributions in accordance with the applicable terms of the relevant Holder’s Securities. Distributions
shall be made on the Capital Securities and the Common Securities in accordance with the preferences set forth in
their respective terms.  If and to the extent that the Debenture Issuer makes a payment of Interest or any
principal on the Debentures held by the Institutional Trustee, the Institutional Trustee shall and is directed,
to the extent funds are available for that purpose, to make a distribution (a “Distribution”) of such
amounts to Holders.


ARTICLE VI


ISSUANCE OF SECURITIES


          Section
6.1.     General Provisions Regarding
Securities.


          (a)     The
Administrators shall, on behalf of the Trust, issue one series of capital securities substantially in the form of
Exhibit A-1 representing undivided beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I and one series of common securities representing undivided beneficial interests in the assets of
the Trust having such terms as are set forth in Annex I.  The Trust shall issue no securities or other
interests in the assets of the Trust other than the Capital Securities and the Common Securities.  The
Capital Securities rank pari passu to, and payment thereon shall be made Pro Rata with, the Common
Securities except that, where an Event of Default has occurred and is continuing, the rights of Holders of the
Common Securities to payment in respect of Distributions and payments upon liquidation, redemption and
otherwise are subordinated to the rights to payment of the Holders of the Capital Securities as set forth in
Annex I.


24









          (b)     The
Certificates shall be signed on behalf of the Trust by one or more Administrators. Such signature shall be the
facsimile or manual signature of any Administrator.  In case any Administrator of the Trust who shall have
signed any of the Securities shall cease to be such Administrator before the Certificates so signed shall be
delivered by the Trust, such Certificates nevertheless may be delivered as though the person who signed such
Certificates had not ceased to be such Administrator, and any Certificate may be signed on behalf of the Trust by
such persons who, at the actual date of execution of such Security, shall be an Administrator of the Trust,
although at the date of the execution and delivery of the Declaration any such person was not such an
Administrator.  A Capital Security shall not be valid until authenticated by the facsimile or manual
signature
of an Authorized Officer of the Institutional Trustee.  Such signature shall be conclusive evidence that the
Capital Security has been authenticated under this Declaration.  Upon written order of the Trust signed by
one Administrator, the Institutional Trustee shall authenticate the Capital Securities for original issue. 
The Institutional Trustee may appoint an authenticating agent that is a U.S. Person acceptable to the Trust to
authenticate the Capital Securities.  A Common Security need not be so authenticated.


          (c)     The Capital
Securities issued to QIBs shall be, except as provided in Section 6.4, Book-Entry Capital Securities issued in
the form of one or more Global Capital Securities registered in the name of the Depositary or its nominee and
deposited with the Depositary or a custodian for the Depositary for credit by the Depositary to the respective
accounts of the Depositary Participants thereof (or such other accounts as they may direct).  The Capital
Securities issued to a Person other than a QIB shall be issued in the form of a Definitive Capital Securities
Certificate.


          (d)     The
consideration received by the Trust for the issuance of the Securities shall constitute a contribution to the
capital of the Trust and shall not constitute a loan to the Trust.


          (e)     Upon issuance
of the Securities as provided in this Declaration, the Securities so issued shall be deemed to be validly issued,
fully paid and, except as provided in Section 9.1(b) with respect to the Common Securities,
non-assessable.


          (f)     Every Person,
by virtue of having become a Holder in accordance with the terms of this Declaration, shall be deemed to have
expressly assented and agreed to the terms of, and shall be bound by, this Declaration and the
Guarantee.


          Section
6.2.     Paying Agent, Transfer Agent and Registrar. 
The Trust shall maintain in Wilmington, Delaware, an office or agency where the Capital Securities may be
presented for payment (“Paying Agent”), and an office or agency where Securities may be presented for
registration of transfer or exchange (the “Transfer Agent”).  The Trust shall keep or cause to be
kept at such office or agency a register for the purpose of registering Securities, transfers and exchanges of
Securities, such register to be held by a registrar (the “Registrar”).  The Administrators may
appoint the Paying Agent, the Registrar and the Transfer Agent and may appoint one or more additional Paying
Agents or one or more co-Registrars, or one or more co-Transfer Agents in such other locations as it shall
determine.  The
term “Paying Agent” includes any additional paying agent, the term “Registrar” includes any
additional registrar or co-Registrar and the term “Transfer Agent” includes any additional transfer
agent.  The Administrators may change any Paying Agent, Transfer Agent or Registrar at any time without
prior notice to any Holder.  The Administrators shall notify the Institutional Trustee of the name and
address of any Paying Agent, Transfer Agent and Registrar not a party to this Declaration.  The
Administrators hereby initially appoint the Institutional Trustee to act as Paying Agent, Transfer Agent and
Registrar for the Capital Securities and the Common Securities.  The Institutional Trustee or any of its
Affiliates in the United States may act as Paying Agent, Transfer Agent or Registrar.


          Section
6.3.     Form and Dating.  The Capital Securities
and the Institutional Trustee’s certificate of authentication thereon shall be substantially in the form of
Exhibit A-1, and the Common


25









Securities shall be substantially in the form of Exhibit A-2, each of which
is hereby incorporated in and expressly made a part of this Declaration.  Certificates may be typed,
printed, lithographed or engraved or may be produced in any other manner as is reasonably acceptable to the
Administrators, as conclusively evidenced by their execution thereof.  The Securities may have letters,
numbers, notations or other marks of identification or designation and such legends or endorsements required by
law, stock exchange rule, agreements to which the Trust is subject if any, or usage (provided that any such
notation, legend or endorsement is in a form acceptable to the Sponsor).  The Trust at the direction of the
Sponsor shall furnish any such legend not contained in Exhibit A-1 to the Institutional Trustee in writing. 
Each Capital Security shall be dated on or before the date of its authentication.  The terms and provisions
of the Securities
set forth in Annex I and the forms of Securities set forth in Exhibits A-1 and A-2 are part of the terms of this
Declaration and to the extent applicable, the Institutional Trustee, the Delaware Trustee, the Administrators and
the Sponsor, by their execution and delivery of this Declaration, expressly agree to such terms and provisions
and to be bound thereby.  Capital Securities will be issued only in blocks having a stated liquidation
amount of not less than $100,000.00 and any multiple of $1,000.00 in excess thereof.


          The Capital
Securities are being offered and sold by the Trust pursuant to the Placement Agreement in definitive, registered
form without coupons and with the Restricted Securities Legend.


          Section
6.4.     Book-Entry Capital Securities.


          (a)     A Global
Capital Security may be exchanged, in whole or in part, for Definitive Capital Securities Certificates registered
in the names of Owners only if such exchange complies with Article VIII and (i) the Depositary advises the
Administrators and the Institutional Trustee in writing that the Depositary is no longer willing or able to
properly discharge its responsibilities with respect to the Global Capital Security, and no qualified successor
is appointed by the Administrators within ninety (90) days of receipt of such notice, (ii) the Depositary ceases
to be a clearing agency registered under the Exchange Act and the Administrators fail to appoint a qualified
successor within ninety (90) days of obtaining knowledge of such event, (iii) the Administrators at their option
advise the Institutional Trustee in writing that the Trust elects to terminate the book-entry
system through the Depositary, or (iv) an Indenture Event of Default has occurred and is continuing.  Upon
the occurrence of any event specified in clause (i), (ii), (iii) or (iv) above, the Administrators shall notify
the Depositary and instruct the Depositary to notify all Owners of Book-Entry Capital Securities and the
Institutional Trustee of the occurrence of such event and of the availability of Definitive Capital Securities
Certificates to Owners of the Capital Securities requesting the same.  Upon the issuance of Definitive
Capital Securities Certificates, the Administrators and the Institutional Trustee shall recognize the Holders of
the Definitive Capital Securities Certificates as Holders.  Notwithstanding the foregoing, if an Owner of a
beneficial interest in a Global Capital Security wishes at any time to transfer an interest in such Global
Capital Security to a Person other than a QIB, such transfer shall be effected, subject to the Applicable
Depositary Procedures, in
accordance with the provisions of this Section 6.4 and Article VIII, and the transferee shall receive a
Definitive Capital Securities Certificate in connection with such transfer.  A holder of a Definitive
Capital Securities Certificate that is a QIB may upon request, and in accordance with the provisions of this
Section 6.4 and Article VIII, exchange such Definitive Capital Securities Certificate for a beneficial interest
in a Global Capital Security.


          (b)     If any Global
Capital Security is to be exchanged for Definitive Capital Securities Certificates or canceled in part, or if any
Definitive Capital Securities Certificate is to be exchanged in whole or in part for any Global Capital Security,
then either (i) such Global Capital Security shall be so surrendered for exchange or cancellation as provided in
this Section 6.4 and Article VIII or (ii) the aggregate liquidation amount represented by such Global Capital
Security shall be reduced, subject to Section 6.3, or increased by an amount equal to the liquidation amount
represented by that portion of the


26









Global Capital
Security to be so exchanged or canceled, or equal to the liquidation amount represented by such Definitive
Capital Securities Certificates to be so exchanged for any Global Capital Security, as the case may be, by means
of an appropriate adjustment made on the records of the Registrar, whereupon the Institutional Trustee, in
accordance with the Applicable Depositary Procedures, shall instruct the Depositary or its authorized
representative to make a corresponding adjustment to its records. Upon any such surrender to the Administrators
or the Registrar of any Global Capital Security or Securities by the Depositary, accompanied by registration
instructions, the Administrators, or any one of them, shall execute the Definitive Capital Securities
Certificates in accordance with the instructions of the Depositary.  None of the Registrar, Administrators,
or the Institutional Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected
in relying on, such instructions.


          (c)     Every
Definitive Capital Securities Certificate executed and delivered upon registration or transfer of, or in exchange
for or in lieu of, a Global Capital Security or any portion thereof shall be executed and delivered in the form
of, and shall be, a Global Capital Security, unless such Definitive Capital Securities Certificate is registered
in the name of a Person other than the Depositary for such Global Capital Security or a nominee
thereof.


          (d)     The
Depositary or its nominee, as registered owner of a Global Capital Security, shall be the Holder of such Global
Capital Security for all purposes under this Declaration and the Global Capital Security, and Owners with respect
to a Global Capital Security shall hold such interests pursuant to the Applicable Depositary Procedures. 
The Registrar, the Administrators and the Institutional Trustee shall be entitled to deal with the Depositary for
all purposes of this Declaration relating to the Global Capital Securities (including the payment of the
liquidation amount of and Distributions on the Book-Entry Capital Securities represented thereby and the giving
of instructions or directions by Owners of Book-Entry Capital Securities represented thereby and the giving of
notices) as the sole Holder of the Book-Entry Capital Securities represented thereby and shall have
no obligations to the Owners thereof.  None of the Administrators, the Institutional Trustee nor the
Registrar shall have any liability in respect of any transfers effected by the Depositary.


          (e)     The rights of
the Owners of the Book-Entry Capital Securities shall be exercised only through the Depositary and shall be
limited to those established by law, the Applicable Depositary Procedures and agreements between such Owners and
the Depositary and/or the Depositary Participants; provided, however, solely for the purpose of determining
whether the Holders of the requisite amount of Capital Securities have voted on any matter provided for in this
Declaration, to the extent that Capital Securities are represented by a Global Capital Security, the
Administrators and the Institutional Trustee may conclusively rely on, and shall be fully protected in relying
on, any written instrument (including a proxy) delivered to the Institutional Trustee by the Depositary setting
forth the Owners’ votes or assigning the right to vote on any matter to any other Persons either in
whole or in part.  To the extent that Capital Securities are represented by a Global Capital Security, the
initial Depositary will make book-entry transfers among the Depositary Participants and receive and transmit
payments on the Capital Securities that are represented by a Global Capital Security to such Depositary
Participants, and none of the Sponsor, the Administrators or the Institutional Trustee shall have any
responsibility or obligation with respect thereto.


          (f)     To the extent
that a notice or other communication to the Holders is required under this Declaration, for so long as Capital
Securities are represented by a Global Capital Security, the Administrator and the Institutional Trustee shall
give all such notices and communications to the Depositary, and shall have no obligations to the
Owners.


          Section
6.5.     Mutilated, Destroyed, Lost or Stolen
Certificates.


27









          If:


          (a)       any
mutilated Certificates should be surrendered to the Registrar, or if the Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate; and


          (b)       there
shall be delivered to the Registrar, the Administrators and the Institutional Trustee such security or indemnity
as may be required by them to keep each of them harmless;


then, in the absence of notice that such Certificate shall have been
acquired by a protected purchaser, an Administrator on behalf of the Trust shall execute (and in the case of a
Capital Security Certificate, the Institutional Trustee shall authenticate) and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like denomination. 
In connection with the issuance of any new Certificate under this Section 6.5, the Registrar or the
Administrators may require the payment of a sum sufficient to cover any tax or other governmental charge that may
be imposed in connection therewith.  Any duplicate Certificate issued pursuant to this Section shall
constitute conclusive evidence of an ownership interest in the relevant Securities, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any time.


          Section
6.6.     Temporary Securities.  Until definitive
Securities are ready for delivery, the Administrators may prepare and, in the case of the Capital Securities, the
Institutional Trustee shall authenticate, temporary Securities.  Temporary Securities shall be substantially
in the form of definitive Securities but may have variations that the Administrators consider appropriate for
temporary Securities.  Without unreasonable delay, the Administrators shall prepare and, in the case of the
Capital Securities, the Institutional Trustee shall authenticate, definitive Securities in exchange for temporary
Securities.


          Section
6.7.     Cancellation.  The Administrators at any
time may deliver Securities to the Institutional Trustee for cancellation.  The Registrar shall forward to
the Institutional Trustee any Securities surrendered to it for registration of transfer, redemption or
payment.  The Institutional Trustee shall promptly cancel all Securities surrendered for registration of
transfer, payment, replacement or cancellation and shall dispose of such canceled Securities as the
Administrators direct.  The Administrators may not issue new Securities to replace Securities that have been
paid or that have been delivered to the Institutional Trustee for cancellation.


          Section
6.8.     CUSIP Numbers.  The Trust in issuing the
Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Institutional Trustee
shall use CUSIP numbers in notice of redemption as a convenience to Holders; provided, however, that any such
notice may state that no representation is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of redemption and that identification numbers printed on the Securities
and any such redemption shall not be affected by any defect in or omission of such numbers.  The Trust shall
promptly notify the Institutional Trustee in writing of any change in the CUSIP numbers.


          Section
6.9.     Rights of Holders; Waivers of Past
Defaults.


          (a)     The legal
title to the Trust Property is vested exclusively in the Institutional Trustee (in its capacity as such) in
accordance with Section 2.5, and the Holders shall not have any right or title therein other than the undivided
beneficial interest in the assets of the Trust conferred by their Securities and they shall have no right to call
for any partition or division of property, profits or rights of the Trust except as described below.  The
Securities shall be personal property giving only the rights specifically set forth therein and in this
Declaration.  The Securities shall have no preemptive or similar rights.


          (b)     For so long
as any Capital Securities remain outstanding, if upon an Acceleration Event of Default, the Debenture Trustee
fails or the holders of not less than 25% in principal amount of the


28









outstanding Debentures fail to declare the principal of all of the
Debentures to be immediately due and payable, the Holders of a Majority in liquidation amount of the Capital
Securities then outstanding shall have the right to make such declaration by a notice in writing to the
Institutional Trustee, the Sponsor and the Debenture Trustee.


          At any time
after a declaration of acceleration with respect to the Debentures has been made and before a judgment or decree
for payment of the money due has been obtained by the Debenture Trustee as provided in the Indenture, if the
Institutional Trustee, subject to the provisions hereof, fails to annul any such declaration and waive such
default, the Holders of a Majority in liquidation amount of the Capital Securities, by written notice to the
Institutional Trustee, the Sponsor and the Debenture Trustee, may rescind and annul such declaration and its
consequences if: 


	
  
 
  	
  
          (i)     the
Debenture Issuer has paid or deposited with the Debenture Trustee a sum   sufficient to pay 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (A)  all
overdue installments of interest on   all of the Debentures, 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (B)  any
accrued Additional Interest on all of   the Debentures, 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
          (C)  the
principal of (and premium, if any, on)   any Debentures that have become due otherwise than by such declaration
of   acceleration and interest and Additional Interest thereon at the rate borne   by the Debentures,
and
  
	
  
 
  	
  
 
  	
   
 
	
  
 
  	
  
 
  	
  
          (D)  all
sums paid or advanced by the Debenture   Trustee under the Indenture and the reasonable compensation, expenses,
disbursements and advances of the Debenture Trustee and the Institutional   Trustee, their agents and counsel;
and 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
          (ii)     all   Events
of Default with respect to the Debentures, other than the nonpayment   of the principal of the Debentures that
has become due solely by such   acceleration, have been cured or waived as provided in Section 5.7 of the
Indenture. 
  




          The Holders of
at least a Majority in liquidation amount of the Capital Securities may, on behalf of the Holders of all the
Capital Securities, waive any past default under the Indenture or any Indenture Event of Default, except a
default or Indenture Event of Default in the payment of principal or interest on the Debentures (unless such
default or Indenture Event of Default has been cured and a sum sufficient to pay all matured installments of
interest and principal due otherwise than by acceleration has been deposited with the Debenture Trustee) or a
default under the Indenture or an Indenture Event of Default in respect of a covenant or provision that under the
Indenture cannot be modified or amended without the consent of the holder of each outstanding Debenture.  No
such rescission shall affect any subsequent default or impair any right consequent thereon.


          Upon receipt
by the Institutional Trustee of written notice declaring such an acceleration, or rescission and annulment
thereof, by Holders of any part of the Capital Securities, a record date shall be established for determining
Holders of outstanding Capital Securities entitled to join in such notice, which record date shall be at the
close of business on the day the Institutional Trustee receives such notice.  The Holders on such record
date, or their duly designated proxies, and only such Persons, shall be entitled to join in such notice, whether
or not such Holders remain Holders after such record date; provided, that unless such declaration of
acceleration, or rescission and annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having joined in such notice prior to the day that is 90 days after such record date, such
notice of declaration of
acceleration, or rescission and annulment, as the case may be, shall automatically and without further action by
any Holder be canceled and of no further effect.  Nothing in this paragraph shall prevent a Holder, or a
proxy of a Holder, from giving, after


29









expiration of such 90-day period, a new written notice of declaration of
acceleration, or rescission and annulment thereof, as the case may be, that is identical to a written notice that
has been canceled pursuant to the proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 6.8.


          (c)     Except as
otherwise provided in paragraphs (a) and (b) of this Section 6.8, the Holders of at least a Majority in
liquidation amount of the Capital Securities may, on behalf of the Holders of all the Capital Securities, waive
any past default or Event of Default and its consequences.  Upon such waiver, any such default or Event of
Default shall cease to exist, and any default or Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Declaration, but no such waiver shall extend to any subsequent or other default
or Event of Default or impair any right consequent thereon.


ARTICLE VII


DISSOLUTION AND TERMINATION OF TRUST


          Section
7.1.     Dissolution and Termination of Trust.


          (a)     The Trust
shall dissolve on the first to occur of: 

	
  
 
  	
  
          (i)     unless
earlier dissolved, on September 15, 2041, the expiration of the term of the   Trust; 
  
	
  
 
  	
  
 
  
	
   
 	
  
          (ii)    upon   a
Bankruptcy Event with respect to the Sponsor, the Trust or the Debenture   Issuer; 
  
	
   
 	
  
 
  
	
  
 
  	
  
          (iii)   upon   the filing of a
certificate of dissolution or its equivalent with respect to   the Sponsor (other than in connection with a
merger, consolidation or similar   transaction not prohibited by the Indenture, this Declaration or the
Guarantee, as the case may be) or upon the revocation of the charter of the   Sponsor and the expiration of 90
days after the date of revocation without a   reinstatement thereof; 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (iv)   upon   the distribution
of the Debentures to the Holders of the Securities, upon   exercise of the right of the Holder of all of the
outstanding Common Securities   to dissolve the Trust as provided in Annex I hereto; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (v)     upon   the
entry of a decree of judicial dissolution of the Holder of the Common   Securities, the Sponsor, the Trust or the
Debenture Issuer; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (vi)    when   all of the
Securities shall have been called for redemption and the amounts   necessary for redemption thereof shall have
been paid to the Holders in   accordance with the terms of the Securities; or 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (vii)   before   the issuance
of any Securities, with the consent of all of the Trustees and   the Sponsor. 
  



          (b)     As soon as is
practicable after the occurrence of an event referred to in Section 7.1(a), and after satisfaction of liabilities
to creditors of the Trust as required by applicable law, including of the Statutory Trust Act, and subject to the
terms set forth in Annex I, the Institutional Trustee shall terminate the Trust by filing a certificate of
cancellation with the Secretary of State of the State of Delaware.


30









          (c)     The
provisions of Section 2.9 and Article IX shall survive the termination of the Trust.


ARTICLE VIII


TRANSFER OF INTERESTS


          Section
8.1.     General.


          (a)     Subject to
Section 8.1(c), where Capital Securities are presented to the Registrar or a co-registrar with a request to
register a transfer or to exchange them for an equal number of Capital Securities represented by different
certificates, the Registrar shall register the transfer or make the exchange if its requirements for such
transactions are met.  To permit registrations of transfer and exchanges, the Trust shall issue and the
Institutional Trustee shall authenticate Capital Securities at the Registrar’s request.


          (b)     Upon issuance
of the Common Securities, the Sponsor shall acquire and retain beneficial and record ownership of the Common
Securities and for so long as the Securities remain outstanding, and to the fullest extent permitted by
applicable law, the Sponsor shall maintain 100% ownership of the Common Securities; provided, however, that any
permitted successor of the Sponsor, in its capacity as Debenture Issuer, under the Indenture that is a U.S.
Person may succeed to the Sponsor’s ownership of the Common Securities.


          (c)     Capital
Securities may only be transferred, in whole or in part, in accordance with the terms and conditions set forth in
this Declaration and in the terms of the Securities.  To the fullest extent permitted by applicable law, any
transfer or purported transfer of any Security not made in accordance with this Declaration shall be null and
void and will be deemed to be of no legal effect whatsoever and any such transferee shall be deemed not to be the
holder of such Capital Securities for any purpose, including but not limited to the receipt of Distributions on
such Capital Securities, and such transferee shall be deemed to have no interest whatsoever in such Capital
Securities.


          (d)     The Registrar
shall provide for the registration of Securities and of transfers of Securities, which will be effected without
charge but only upon payment (with such indemnity as the Registrar may require) in respect of any tax or other
governmental charges that may be imposed in relation to it.  Upon surrender for registration of transfer of
any Securities, the Registrar shall cause one or more new Securities of the same tenor to be issued in the name
of the designated transferee or transferees.  Every Security surrendered for registration of transfer shall
be accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by the
Holder or such Holder’s attorney duly authorized in writing.  Each Security surrendered for
registration of transfer shall be canceled by the Institutional Trustee pursuant to Section
6.7.  A transferee of a Security shall be entitled to the rights and subject to the obligations of a Holder
hereunder upon the receipt by such transferee of a Security.  By acceptance of a Security, each transferee
shall be deemed to have agreed to be bound by this Declaration.


          (e)     The Trust
shall not be required (i) to issue, register the transfer of, or exchange any Securities during a period
beginning at the opening of business fifteen days before the day of any selection of Securities for redemption
and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to
have been given to all Holders of the Securities to be redeemed, or (ii) to register the transfer or exchange of
any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being
redeemed in part.


31









          Section
8.2.     Transfer Procedures and Restrictions.


          (a)     The Capital
Securities shall bear the Restricted Securities Legend, which shall not removed unless there is delivered to the
Trust such satisfactory evidence, which may include an of counsel satisfactory to the Institutional Trustee, as
may be reasonably required by the Trust, neither the legend nor the restrictions on transfer set forth therein
are required to ensure that thereof comply with the provisions of the Securities Act.  Upon provision of
such satisfactory the Institutional Trustee, at the written direction of the Trust, shall authenticate and
deliver Securities that do not bear the legend.


          (b)     Except as
permitted by Section 8.2(a), each Capital Security shall bear a legend (the “Restricted Securities Legend”)
in substantially the following form and a Capital Security shall not transferred except in compliance with such
legend, unless otherwise determined by the Sponsor, upon advice of counsel expert in securities law, in
accordance with applicable law: 

	
  
 
  	
  
          [If the
Capital Security is to be   Global Capital Security- THIS CAPITAL SECURITY IS A GLOBAL   SECURITY WITHIN
THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS   REGISTERED IN THE NAME OF THE DEPOSITORY TRUST
COMPANY (“DTC”) OR A NOMINEE   OF DTC.  THIS CAPITAL SECURITY IS   EXCHANGEABLE FOR CAPITAL
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER   THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE   DECLARATION, AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A TRANSFER   OF THIS CAPITAL
SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A   NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE
REGISTERED EXCEPT IN   LIMITED CIRCUMSTANCES. 
  
	
   
  	
  
 
  
	
  
 
  	
  
          UNLESS   THIS
CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO   EFSC STATUTORY TRUST V OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR   PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE   & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE   OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER   ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER,   PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS   WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN   INTEREST HEREIN.] 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          THIS   SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED   (THE “SECURITIES ACT”), ANY
STATE SECURITIES LAWS OR ANY OTHER APPLICABLE   SECURITIES LAW.  NEITHER THIS SECURITY   NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,   TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED
OF IN THE ABSENCE OF   SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT   TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE   STATE SECURITIES LAWS.  THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE   TRANSFER THIS SECURITY ONLY (A) TO
THE SPONSOR OR THE 
  




32









	
  
 
  	
  
TRUST, (B) PURSUANT TO A   REGISTRATION STATEMENT THAT HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES   ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A SO   LONG AS THIS SECURITY IS ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A IN   ACCORDANCE WITH RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 (AS APPLICABLE) OF   REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL “ACCREDITED   INVESTOR” WITHIN THE MEANING OF SUBPARAGRAPH (A) OF RULE 501
UNDER THE   SECURITIES ACT THAT IS ACQUIRING THIS CAPITAL SECURITY FOR ITS OWN ACCOUNT,   OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR   INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE
IN   CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)   PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS   OF THE SECURITIES ACT, SUBJECT TO THE SPONSOR’S AND THE TRUST’S RIGHT
PRIOR   TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN OPINION OF   COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM   IN ACCORDANCE WITH THE DECLARATION OF TRUST, A COPY OF
WHICH MAY BE OBTAINED   FROM THE SPONSOR OR THE TRUST.  HEDGING   TRANSACTIONS INVOLVING THIS SECURITY MAY
NOT BE CONDUCTED UNLESS 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 THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH
PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT   OF LABOR PROHIBITED
TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR   84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE
AND HOLDING OF
THIS   SECURITY IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE   CODE WITH RESPECT TO SUCH
PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST   THEREIN WILL BE DEEMED TO
HAVE REPRESENTED BY ITS PURCHASE AND HOLDING   THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN
THE MEANING   OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS   APPLICABLE, A TRUSTEE OR
OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT   PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE
ASSETS OF ANY EMPLOYEE   BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT   RESULT
IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975   OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE   EXEMPTION. 
  



33








	
  
 
  	
  
          THIS   SECURITY
WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A   LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.00
(100 SECURITIES) AND   MULTIPLES OF $1,000.00 IN EXCESS THEREOF.    ANY ATTEMPTED TRANSFER OF SECURITIES IN
A BLOCK HAVING A LIQUIDATION   AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
EFFECT WHATSOEVER. 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          THE   HOLDER OF
THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING   RESTRICTIONS. 
  




          (c)     To permit
registrations of transfers and exchanges, the Trust shall execute and the Institutional Trustee shall
authenticate Capital Securities at the Registrar’s request.


          (d)     Registrations
of transfers or exchanges will be effected without charge, but only upon payment (with such indemnity as the
Registrar or the Sponsor may require) in respect of any tax or other governmental charge that may be imposed in
relation to it.


          (e)     All Capital
Securities issued upon any registration of transfer or exchange pursuant to the terms of this Declaration shall
evidence the same security and shall be entitled to the same benefits under this Declaration as the Capital
Securities surrendered upon such registration of transfer or exchange.


          Section
8.3.     Deemed Security Holders.  The Trust, the
Administrators, the Trustees, the Paying Agent, the Transfer Agent or the Registrar may treat the Person in whose
name any Certificate shall be registered on the books and records of the Trust as the sole holder of such
Certificate and of the Securities represented by such Certificate for purposes of receiving Distributions and for
all other purposes whatsoever and, accordingly, shall not be bound to recognize any equitable or other claim to
or interest in such Certificate or in the Securities represented by such Certificate on the part of any Person,
whether or not the Trust, the Administrators, the Trustees, the Paying Agent, the Transfer Agent or the Registrar
shall have actual or other notice thereof.


ARTICLE IX


LIMITATION OF LIABILITY OF
 HOLDERS OF SECURITIES, INSTITUTIONAL
TRUSTEE OR OTHERS


          Section
9.1.     Liability.


          (a)     Except as
expressly set forth in this Declaration, the Guarantee and the terms of the Securities, the Sponsor shall not be:


	
  
 
  	
  
          (i)     personally
liable for the return of any portion of the capital contributions (or any   return thereon) of the Holders of the
Securities which shall be made solely   from assets of the Trust; or 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (ii)     required
to pay to the Trust or to any Holder of the Securities any deficit upon   dissolution of the Trust or otherwise.

  




34









          (b)     The Holder of
the Common Securities shall be liable for all of the debts and obligations of the Trust (other than with respect
to the Securities) to the extent not satisfied out of the Trust’s assets.


          (c)     Pursuant to
the Statutory Trust Act, the Holders of the Capital Securities shall be entitled to the same limitation of
personal liability extended to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.


          Section
9.2.     Exculpation.


          (a)     No
Indemnified Person shall be liable, responsible or accountable in damages or otherwise to the Trust or any
Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by
such Indemnified Person in good faith on behalf of the Trust and in a manner such Indemnified Person reasonably
believed to be within the scope of the authority conferred on such Indemnified Person by this Declaration or by
law, except that an Indemnified Person shall be liable for any such loss, damage or claim incurred by reason of
such Indemnified Person’s negligence or willful misconduct with respect to such acts or omissions.


          (b)     An
Indemnified Person shall be fully protected in relying in good faith upon the records of the Trust and upon such
information, opinions, reports or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person’s professional or expert competence and, if selected
by such Indemnified Person, has been selected by such Indemnified Person with reasonable care by or on behalf of
the Trust, including information, opinions, reports or statements as to the value and amount of the assets,
liabilities, profits, losses, or any other facts pertinent to the existence and amount of assets from which
Distributions to Holders of Securities might properly be paid.


          Section
9.3.     Fiduciary Duty.


          (a)     To the extent
that, at law or in equity, an Indemnified Person has duties (including fiduciary duties) and liabilities relating
thereto to the Trust or to any other Covered Person, an Indemnified Person acting under this Declaration shall
not be liable to the Trust or to any other Covered Person for its good faith reliance on the provisions of this
Declaration.  The provisions of this Declaration, to the extent that they restrict the duties and
liabilities of an Indemnified Person otherwise existing at law or in equity, are agreed by the parties hereto to
replace such other duties and liabilities of the Indemnified Person.


          (b)     Whenever in
this Declaration an Indemnified Person is permitted or required to make a decision: 

	
  
 
  	
  
          (i)     in   its
“discretion” or under a grant of similar authority, the Indemnified   Person shall be entitled to
consider such interests and factors as it   desires, including its own interests, and shall have no duty or
obligation to   give any consideration to any interest of or factors affecting the Trust or   any other Person;
or 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (ii)     in   its
“good faith” or under another express standard, the Indemnified Person   shall act under such express
standard and shall not be subject to any other   or different standard imposed by this Declaration or by
applicable law. 
  




          Section
9.4.     Indemnification.


          (a)     The Sponsor
shall indemnify, to the full extent permitted by law, any Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed


35









action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) arising out of or in connection with the
acceptance or administration of this Declaration by reason of the fact that he is or was an Indemnified Person
against expenses (including reasonable attorneys’ fees and expenses), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the
Indemnified Person
did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best
interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.


          (b)     The Sponsor
shall indemnify, to the full extent permitted by law, any Indemnified Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the
Trust to procure a judgment in its favor arising out of or in connection with the acceptance or administration of
this Declaration by reason of the fact that he is or was an Indemnified Person against expenses (including
reasonable attorneys’ fees and expenses) actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Trust; provided, however, that no such indemnification shall be
made in respect of any claim, issue or matter as to which such Indemnified Person shall have been
adjudged to be liable to the Trust unless and only to the extent that the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.


          (c)     To the extent
that an Indemnified Person shall be successful on the merits or otherwise (including dismissal of an action
without prejudice or the settlement of an action without admission of liability) in defense of any action, suit
or proceeding referred to in paragraphs (a) and (b) of this Section 9.4, or in defense of any claim, issue or
matter therein, he shall be indemnified, to the full extent permitted by law, against expenses (including
attorneys’ fees and expenses) actually and reasonably incurred by him in connection therewith.


          (d)     Any
indemnification of an Administrator under paragraphs (a) and (b) of this Section 9.4 (unless ordered by a court)
shall be made by the Sponsor only as authorized in the specific case upon a determination that indemnification of
the Indemnified Person is proper in the circumstances because he has met the applicable standard of conduct set
forth in paragraphs (a) and (b).  Such determination shall be made (i) by the Administrators by a majority
vote of a Quorum consisting of such Administrators who were not parties to such action, suit or proceeding, (ii)
if such a Quorum is not obtainable, or, even if obtainable, if a Quorum of disinterested Administrators so
directs, by independent legal counsel in a written opinion, or (iii) by the Common Security Holder of the
Trust.


          (e)     To the
fullest extent permitted by law, expenses (including reasonable attorneys’ fees and expenses) incurred by an
Indemnified Person in defending a civil, criminal, administrative or investigative action, suit or proceeding
referred to in paragraphs (a) and (b) of this Section 9.4 shall be paid by the Sponsor in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified
Person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the
Sponsor as authorized in this Section 9.4.  Notwithstanding the foregoing, no advance shall be made by the
Sponsor if a determination is reasonably and promptly made (i) by the Administrators by a majority vote of a
Quorum of disinterested Administrators, (ii) if such a Quorum is not obtainable, or, even
if obtainable, if a quorum of disinterested


36









Administrators so directs, by independent legal counsel in a written
opinion or (iii) by the Common Security Holder of the Trust, that, based upon the facts known to the
Administrators, counsel or the Common Security Holder at the time such determination is made, such Indemnified
Person acted in bad faith or in a manner that such Indemnified Person did not believe to be in the best interests
of the Trust, or, with respect to any criminal proceeding, that such Indemnified Person believed or had
reasonable cause to believe his conduct was unlawful.  In no event shall any advance be made in instances
where the Administrators, independent legal counsel or the Common Security Holder reasonably determine that such
Indemnified Person deliberately breached his duty to the Trust or its Common or Capital Security
Holders.


          (f)     The Trustees,
at the sole cost and expense of the Sponsor, retain the right to representation by counsel of their own choosing
in any action, suit or any other proceeding for which they are indemnified under paragraphs (a) and (b) of this
Section 9.4, without affecting their right to indemnification hereunder or waiving any rights afforded to it
under this Declaration or applicable law.


          (g)     The
indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this
Section 9.4 shall not be deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors of
the Sponsor or Capital Security Holders of the Trust or otherwise, both as to action in his official capacity and
as to action in another capacity while holding such office.  All rights to indemnification under this
Section 9.4 shall be deemed to be provided by a contract between the Sponsor and each Indemnified Person who
serves in such capacity at any time while this Section 9.4 is in effect.  Any repeal or modification of this
Section 9.4 shall not affect any rights or obligations then existing.


          (h)     The Sponsor
or the Trust may purchase and maintain insurance on behalf of any Person who is or was an Indemnified Person
against any liability asserted against him and incurred by him in any such capacity, or arising out of his status
as such, whether or not the Sponsor would have the power to indemnify him against such liability under the
provisions of this Section 9.4.


          (i)     For purposes
of this Section 9.4, references to “the Trust” shall include, in addition to the resulting or surviving
entity, any constituent entity (including any constituent of a constituent) absorbed in a consolidation or
merger, so that any Person who is or was a director, trustee, officer or employee of such constituent entity, or
is or was serving at the request of such constituent entity as a director, trustee, officer, employee or agent of
another entity, shall stand in the same position under the provisions of this Section 9.4 with respect to the
resulting or surviving entity as he would have with respect to such constituent entity if its separate existence
had continued.


          (j)      The
indemnification and advancement of expenses provided by, or granted pursuant to, this Section 9.4 shall, unless
otherwise provided when authorized or ratified, (i) continue as to a Person who has ceased to be an Indemnified
Person and shall inure to the benefit of the heirs, executors and administrators of such a Person; and (ii)
survive the termination or expiration of this Declaration or the earlier removal or resignation of an Indemnified
Person.


          Section
9.5.     Outside Businesses.  Any Covered Person,
the Sponsor, the Delaware Trustee and the Institutional Trustee may engage in or possess an interest in other
business ventures of any nature or description, independently or with others, similar or dissimilar to the
business of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this
Declaration in and to such independent ventures or the income or profits derived therefrom, and the pursuit of
any such venture, even if competitive with the business of the Trust, shall not be deemed wrongful or
improper.  None of any Covered Person, the Sponsor, the Delaware Trustee or the Institutional Trustee shall
be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is
of a


37









character that, if presented to the Trust, could be taken by the Trust, and
any Covered Person, the Sponsor, the Delaware Trustee and the Institutional Trustee shall have the right to take
for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular
investment or other opportunity.  Any Covered Person, the Delaware Trustee and the Institutional Trustee may
engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or
other obligations of the Sponsor or its Affiliates.


          Section
9.6.     Compensation; Fee.  The Sponsor
agrees:


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


          (b)      except as
otherwise expressly provided herein, to reimburse the Trustees upon request for all reasonable expenses,
disbursements and advances incurred or made by the Trustees in accordance with any provision of this Declaration
(including the reasonable compensation and the expenses and disbursements of their respective agents and
counsel), except any such expense, disbursement or advance as may be attributable to its negligence, bad faith or
willful misconduct.


          For purposes of
clarification, this Section 9.6 does not contemplate the payment by the Sponsor of acceptance or annual
administration fees owing to the Trustees under this Declaration or the fees and expenses of the Trustees’
counsel in connection with the closing of the transactions contemplated by this Declaration.


          The provisions
of this Section 9.6 shall survive the dissolution of the Trust and the termination of this Declaration and the
removal or resignation of any Trustee.


          No Trustee may
claim any lien or charge on any property of the Trust as a result of any amount due pursuant to this Section
9.6.


ARTICLE X


ACCOUNTING


          Section
10.1.     Fiscal Year.  The fiscal year
(“Fiscal Year”) of the Trust shall be the calendar year, or such other year as is required by
the Code.


          Section
10.2.     Certain Accounting Matters.  


          (a)      At all times
during the existence of the Trust, the Administrators shall keep, or cause to be kept at the principal office of
the Trust in the United States, as defined for purposes of Treasury Regulations section 301.7701-7, full books of
account, records and supporting documents, which shall reflect in reasonable detail each transaction of the
Trust.  The books of account shall be maintained, at the Sponsor’s expense, in accordance with
generally accepted accounting principles, consistently applied.  The books of account and the records of the
Trust shall be examined by and reported upon (either separately or as part of the Sponsor’s regularly
prepared consolidated financial report) as of the end of each Fiscal Year of the Trust by a firm of independent
certified public accountants selected by the Administrators.


          (b)      The
Administrators shall cause to be duly prepared and delivered to each of the Holders of Securities Form 1099 or
such other annual United States federal income tax information statement


38









required by the Code, containing such information with regard to the
Securities held by each Holder as is required by the Code and the Treasury Regulations.  Notwithstanding any
right under the Code to deliver any such statement at a later date, the Administrators shall endeavor to deliver
all such statements within 30 days after the end of each Fiscal Year of the Trust.


          (c)      The
Administrators, at the Sponsor’s expense, shall cause to be duly prepared at the principal office of the
Sponsor in the United States, as ‘United States’ is defined in Section 7701(a)(9) of the Code (or at
the principal office of the Trust if the Sponsor has no such principal office in the United States), and filed an
annual United States federal income tax return on a Form 1041 or such other form required by United States
federal income tax law, and any other annual income tax returns required to be filed by the Administrators on
behalf of the Trust with any state or local taxing authority.


          Section
10.3.     Banking.  The Trust shall maintain in the
United States, as defined for purposes of Treasury Regulations section 301.7701-7, one or more bank accounts in
the name and for the sole benefit of the Trust; provided, however, that all payments of funds in respect of the
Debentures held by the Institutional Trustee shall be made directly to the Property Account and no other funds of
the Trust shall be deposited in the Property Account.  The sole signatories for such accounts (including the
Property Account) shall be designated by the Institutional Trustee.


          Section
10.4.     Withholding.  The Institutional Trustee
or any Paying Agent and the Administrators shall comply with all withholding requirements under United States
federal, state and local law.  The Institutional Trustee or any Paying Agent shall request, and each Holder
shall provide to the Institutional Trustee or any Paying Agent, such forms or certificates as are necessary to
establish an exemption from withholding with respect to the Holder, and any representations and forms as shall
reasonably be requested by the Institutional Trustee or any Paying Agent to assist it in determining the extent
of, and in fulfilling, its withholding obligations.  The Administrators shall file required forms with
applicable jurisdictions and, unless an exemption from withholding is properly established by a Holder, shall
remit amounts
withheld with respect to the Holder to applicable jurisdictions.  To the extent that the Institutional
Trustee or any Paying Agent is required to withhold and pay over any amounts to any authority with respect to
distributions or allocations to any Holder, the amount withheld shall be deemed to be a Distribution in the
amount of the withholding to the Holder.  In the event of any claimed overwithholding, Holders shall be
limited to an action against the applicable jurisdiction.  If the amount required to be withheld was not
withheld from actual Distributions made, the Institutional Trustee or any Paying Agent may reduce subsequent
Distributions by the amount of such withholding.


ARTICLE XI


AMENDMENTS AND MEETINGS


          Section
11.1.     Amendments.


          (a)      Except as
otherwise provided in this Declaration or by any applicable terms of the Securities, this Declaration may only be
amended by a written instrument approved and executed (i) by the Institutional Trustee, or (ii) if the amendment
affects the rights, powers, duties, obligations or immunities of the Delaware Trustee, by the Delaware
Trustee.


          (b)     Notwithstanding
any other provision of this Article XI, an amendment may be made, and any such purported amendment shall be valid
and effective only if: 

	
  
 
  	
  
          (i)     the
Institutional Trustee shall have first received 
  




39








	
  
 
  	
  
 
  	
  
          (A)  an
Officers’ Certificate from each of the   Trust and the Sponsor that such amendment is permitted by, and
conforms to,   the terms of this Declaration (including the terms of the Securities); and 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (B)  an
opinion of counsel (who may be counsel   to the Sponsor or the Trust) that such amendment is permitted by, and
conforms to, the terms of this Declaration (including the terms of the   Securities); and 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
          (ii)     the   result
of such amendment would not be to 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (A)  cause
the Trust to cease to be classified   for purposes of United States federal income taxation as a grantor trust;
or 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (B)  cause
the Trust to be deemed to be an   Investment Company required to be registered under the Investment Company
Act. 
  




          (c)      Except as
provided in Section 11.1(d), (e) or (h), no amendment shall be made, and any such purported amendment shall be
void and ineffective, unless the Holders of a Majority in liquidation amount of the Capital Securities shall have
consented to such amendment.


          (d)      In addition
to and notwithstanding any other provision in this Declaration, without the consent of each affected Holder, this
Declaration may not be amended to (i) change the amount or timing of any Distribution on the Securities or
otherwise adversely affect the amount of any Distribution required to be made in respect of the Securities as of
a specified date or change any conversion or exchange provisions or (ii) restrict the right of a Holder to
institute suit for the enforcement of any such payment on or after such date.


          (e)      Sections
9.1(b) and 9.1(c) and this Section 11.1 shall not be amended without the consent of all of the Holders of the
Securities.


          (f)      Article III
shall not be amended without the consent of the Holders of a Majority in liquidation amount of the Common
Securities.


          (g)     The rights of
the Holders of the Capital Securities under Article IV to appoint and remove Trustees shall not be amended
without the consent of the Holders of a Majority in liquidation amount of the Capital Securities.


          (h)     This
Declaration may be amended by the Institutional Trustee and the Holders of a Majority in liquidation amount of
the Common Securities without the consent of the Holders of the Capital Securities to: 

	
  
 
  	
  
          (i)     cure   any
ambiguity; 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (ii)     correct   or
supplement any provision in this Declaration that may be defective or   inconsistent with any other provision of
this Declaration; 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iii)     add   to
the covenants, restrictions or obligations of the Sponsor; or 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          (iv)     modify,
eliminate or add to any provision of this Declaration to such extent as may   be necessary to ensure that the
Trust will be classified for United States   federal income tax purposes at all times as a grantor trust and will
not be   required to register as an Investment Company (including without limitation   to conform to any change
in Rule 3a-5, Rule 3a-7 or any other applicable rule   under the Investment Company Act or written change in
interpretation or 
  




40








	
  
 
  	
  
application thereof by any   legislative body, court, government agency or
regulatory authority) which   amendment does not have a material adverse effect on the rights, preferences   or
privileges of the Holders of Securities; 
  




          provided,
however, that no such modification, elimination or addition referred to in clauses (i), (ii), (iii) or (iv) shall
adversely affect in any material respect the powers, preferences or special rights of Holders of Capital
Securities.


          Section
11.2.     Meetings of the Holders of Securities; Action by Written
Consent.


          (a)      Meetings of
the Holders of any class of Securities may be called at any time by the Administrators (or as provided in the
terms of the Securities) to consider and act on any matter on which Holders of such class of Securities are
entitled to act under the terms of this Declaration or the terms of the Securities.  The Administrators
shall call a meeting of the Holders of such class if directed to do so by the Holders of at least 10% in
liquidation amount of such class of Securities.  Such direction shall be given by delivering to the
Administrators one or more calls in a writing stating that the signing Holders of the Securities wish to call a
meeting and indicating the general or specific purpose for which the meeting is to be called.  Any Holders
of the Securities calling a meeting shall specify in writing the Certificates held by the Holders of the
Securities exercising the right to call a meeting and only those Securities represented by such Certificates
shall be counted for purposes of determining whether the required percentage set forth in the second sentence of
this paragraph has been met.


          (b)     Except to the
extent otherwise provided in the terms of the Securities, the following provisions shall apply to meetings of
Holders of the Securities:

	
  
 
  	
  
          (i)     notice   of
any such meeting shall be given to all the Holders of the Securities   having a right to vote thereat at least 7
days and not more than 60 days   before the date of such meeting.  Whenever   a vote, consent or approval of
the Holders of the Securities is permitted or   required under this Declaration, such vote, consent or approval
may be given   at a meeting of the Holders of the Securities.  Any action that may be taken at a meeting of
the Holders of the   Securities may be taken without a meeting if a consent in writing setting   forth the action
so taken is signed by the Holders of the Securities owning   not less than the minimum amount of Securities in
liquidation amount that   would be necessary to authorize or take such action at a meeting at which all   Holders
of the Securities having a right to vote thereon were present and   voting. 
Prompt notice of the taking   of action without a meeting shall be given to the Holders of the Securities
entitled to vote who have not consented in writing.  The Administrators may specify that any written
ballot   submitted to the Holders of the Securities for the purpose of taking any   action without a meeting
shall be returned to the Trust within the time   specified by the Administrators;
  
	
  
 
  	
   
 
	
  
 
  	
  
          (ii)     each
Holder of a Security may authorize any Person to act for it by proxy on all   matters in which a Holder of
Securities is entitled to participate, including   waiving notice of any meeting, or voting or participating at a
meeting.  No proxy shall be valid after the   expiration of 11 months from the date thereof unless otherwise
provided in   the proxy.  Every proxy shall be   revocable at the pleasure of the Holder of the Securities
executing it.  Except as otherwise provided herein, all   matters relating to the giving, voting or validity
of proxies shall be   governed by the General Corporation Law of the State of Delaware relating to   proxies, and
judicial interpretations thereunder, as if the Trust were a   Delaware corporation and the Holders of the
Securities were stockholders of a   Delaware corporation; each meeting of the Holders of the
Securities shall be   conducted by the Administrators or by such other Person that the   Administrators may
designate; and
  



41








	
  
 
  	
  
          (iii)     unless
the Statutory Trust Act, this Declaration, or the terms of the Securities   otherwise provides, the
Administrators, in their sole discretion, shall   establish all other provisions relating to meetings of Holders
of Securities,   including notice of the time, place or purpose of any meeting at which any   matter is to be
voted on by any Holders of the Securities, waiver of any such   notice, action by consent without a meeting, the
establishment of a record   date, quorum requirements, voting in person or by proxy or any other matter   with
respect to the exercise of any such right to vote; provided, however,   that each meeting shall be conducted in
the United States (as that term is   defined in Treasury Regulations section 301.7701-7). 
  




ARTICLE XII


REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND THE DELAWARE
TRUSTEE


          Section
12.1.     Representations and Warranties of Institutional
Trustee.  The initial Institutional Trustee represents and warrants to the Trust and to the
Sponsor at the date of this Declaration, and each Successor Institutional Trustee represents and warrants to the
Trust and the Sponsor at the time of the Successor Institutional Trustee’s acceptance of its appointment as
Institutional Trustee, that:


          (a)      the
Institutional Trustee is a Delaware banking corporation with trust powers, duly organized and validly existing
under the laws of the State of Delaware with trust power and authority to execute and deliver, and to carry out
and perform its obligations under the terms of, this Declaration;


          (b)     the
execution, delivery and performance by the Institutional Trustee of this Declaration has been duly authorized by
all necessary corporate action on the part of the Institutional Trustee.  This Declaration has been duly
executed and delivered by the Institutional Trustee, and it constitutes a legal, valid and binding obligation of
the Institutional Trustee, enforceable against it in accordance with its terms, subject to applicable bankruptcy,
reorganization, moratorium, insolvency, and other similar laws affecting creditors’ rights generally and to
general principles of equity (regardless of whether considered in a proceeding in equity or at law);


          (c)      the
execution, delivery and performance of this Declaration by the Institutional Trustee does not conflict with or
constitute a breach of the charter or by-laws of the Institutional Trustee; and


          (d)     no consent,
approval or authorization of, or registration with or notice to, any state or federal banking authority is
required for the execution, delivery or performance by the Institutional Trustee of this Declaration.


          Section
12.2.     Representations of the Delaware Trustee. 
The Trustee that acts as initial Delaware Trustee represents and warrants to the Trust and to the Sponsor at
the date of this Declaration, and each Successor Delaware Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware Trustee
that:


          (a)     if it is not
a natural person, the Delaware Trustee is duly organized, validly existing and in good standing under the laws of
the State of Delaware;


          (b)     if it is not
a natural person, the execution, delivery and performance by the Delaware Trustee of this Declaration has been
duly authorized by all necessary corporate action on the part of the Delaware Trustee.  This Declaration has
been duly executed and delivered by the Delaware Trustee, and under Delaware law (excluding any securities laws)
constitutes a legal, valid and binding obligation of the Delaware Trustee, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, reorganization, moratorium, insolvency and other similar laws
affecting creditors’ rights generally and to general principles of equity and the discretion of the court
(regardless of whether considered in a proceeding in equity or at law);


42









          (c)      if it is not
a natural person, the execution, delivery and performance of this Declaration by the Delaware Trustee does not
conflict with or constitute a breach of the charter or by-laws of the Delaware Trustee;


          (d)     it has trust
power and authority to execute and deliver, and to carry out and perform its obligations under the terms of, this
Declaration;


          (e)
       no consent, approval or authorization of, or registration with or notice to,
any state or federal banking authority governing the trust powers of the Delaware Trustee is required for the
execution, delivery or performance by the Delaware Trustee of this Declaration; and


          (f)     the Delaware
Trustee is a natural person who is a resident of the State of Delaware or, if not a natural person, it is an
entity which has its principal place of business in the State of Delaware and, in either case, a Person that
satisfies for the Trust the requirements of Section 3807 of the Statutory Trust Act.


ARTICLE XIII


MISCELLANEOUS


          Section
13.1.     Notices.  All notices provided for in
this Declaration shall be in writing, duly signed by the party giving such notice, and shall be delivered,
telecopied (which telecopy shall be followed by notice delivered or mailed by first class mail) or mailed by
first class mail, as follows:


          (a)     if given to
the Trust, in care of the Administrators at the Trust’s mailing address set forth below (or such other
address as the Trust may give notice of to the Holders of the Securities): 


	
  
 
  	
  
EFSC Statutory Trust V
  
	
  
 
  	
  
c/o Enterprise Financial   Services Corp.
  
	
  
 
  	
  
150 North Meramec, Suite   300
  
	
  
 
  	
  
St. Louis, Missouri  63105
  
	
  
 
  	
  
Attention:  Frank H. Sanfilippo
  
	
  
 
  	
  
Telecopy:  314-812-1576 
  




          (b)     if given to the Delaware Trustee, at the
Delaware Trustee’s mailing address set forth below (or such other address as the Delaware Trustee may give
notice of to the Holders of the Securities): 

	
  
 
  	
  
Wilmington Trust Company
  
	
   
  	
  
Rodney Square North
  
	
  
 
  	
  
1100 North Market Street
  
	
  
 
  	
  
Wilmington, Delaware  19890-1600
  
	
  
 
  	
  
Attention:  Corporate Trust Administration
  
	
  
 
  	
  
Telecopy:  302-636-4140 
  




          (c)      if given to
the Institutional Trustee, at the Institutional Trustee’s mailing address set forth below (or such other
address as the Institutional Trustee may give notice of to the Holders of the Securities):


43








	
  
 
  	
  
Wilmington Trust Company 
  
	
  
 
  	
  
Rodney Square North 
  
	
  
 
  	
  
1100  North Market Street 
  
	
   
  	
  
Wilmington, Delaware  19890-1600
  
	
  
 
  	
  
Attention:  Corporate Trust Administration
  
	
  
 
  	
  
Telecopy:  302-636-4140 
  




          (d)     if given to
the Holder of the Common Securities, at the mailing address of the Sponsor set forth below (or such other address
as the Holder of the Common Securities may give notice of to the Trust): 

	
  
 
  	
  
Enterprise Financial   Services Corp. 
  
	
  
 
  	
  
150 North Meramec, Suite   300 
  
	
  
 
  	
  
St. Louis, Missouri  63105 
  
	
  
 
  	
  
Attention:  Frank H. Sanfilippo 
  
	
  
 
  	
  
Telecopy:  314-812-1576 
  



          (e)     if given to
any other Holder, at the address set forth on the books and records of the Trust.


          All such
notices shall be deemed to have been given when received in person, telecopied with receipt confirmed, or mailed
by first class mail, postage prepaid except that if a notice or other document is refused delivery or cannot be
delivered because of a changed address of which no notice was given, such notice or other document shall be
deemed to have been delivered on the date of such refusal or inability to deliver.


          Section
13.2.     Governing Law.  This Declaration and the
rights of the parties hereunder shall be governed by and interpreted in accordance with the law of the State of
Delaware and all rights and remedies shall be governed by such laws without regard to the principles of conflict
of laws of the State of Delaware or any other jurisdiction that would call for the application of the law of any
jurisdiction other than the State of Delaware; provided, however, that there shall not be applicable to the
Trust, the Trustees or this Declaration any provision of the laws (statutory or common) of the State of Delaware
pertaining to trusts that relate to or regulate, in a manner inconsistent with the terms hereof (a) the filing
with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (b)
affirmative
requirements to post bonds for trustees, officers, agents or employees of a trust, (c) the necessity for
obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or
personal property, (d) fees or other sums payable to trustees, officers, agents or employees of a trust, (e) the
allocation of receipts and expenditures to income or principal, or (f) restrictions or limitations on the
permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage
or other manner of holding or investing trust assets.


          Section
13.3.     Intention of the Parties.  It is the
intention of the parties hereto that the Trust be classified for United States federal income tax purposes as a
grantor trust. The provisions of this Declaration shall be interpreted to further this intention of the
parties.


          Section
13.4.     Headings.  Headings contained in this
Declaration are inserted for convenience of reference only and do not affect the interpretation of this
Declaration or any provision hereof.


          Section
13.5.     Successors and Assigns.  Whenever in this
Declaration any of the parties hereto is named or referred to, the successors and assigns of such party shall be
deemed to be included, and all covenants and agreements in this Declaration by the Sponsor and the Trustees shall
bind and inure to the benefit of their respective successors and assigns, whether or not so expressed.


44









          Section
13.6     Partial Enforceability.  If any provision of this Declaration,
or the application of such provision to any Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances other than those to which it is
held invalid, shall not be affected thereby.


          Section
13.7.     Counterparts.  This Declaration may
contain more than one counterpart of the signature page and this Declaration may be executed by the affixing of
the signature of each of the Trustees and Administrators 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 all of the signers had signed a single signature page.


Signatures appear on the following page


45









          IN WITNESS WHEREOF, the undersigned have
caused these presents to be executed as of the day and year first above written. 

	
  
 
  	
  
WILMINGTON TRUST COMPANY,
  
	
  
 
  	
  
as Delaware Trustee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Christopher J. Monigle
  
	
  
 
  	
  
 
  	
  


  
	
   
  	
  
Name:  
  	
  
Christopher J. Monigle
  
	
  
 
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
WILMINGTON TRUST COMPANY,
  
	
  
 
  	
  
as Institutional Trustee
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
/s/ Christopher J. Monigle
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:  
  	
  
Christopher J. Monigle
  
	
  
 
  	
  
Title:
  	
  
Vice President
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
ENTERPRISE FINANCIAL   SERVICES CORP., as
  
	
  
 
  	
  
Sponsor
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Frank H. Sanfilippo
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
Frank H. Sanfilippo
  
	
  
 
  	
  
Title:
  	
  
Chief Financial Officer
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
ADMINISTRATORS OF EFSC   STATUTORY
   TRUST V
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Frank H. Sanfilippo
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Administrator
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
/s/ Deborah N. Barstow
  
	
   
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Administrator
  




46









ANNEX I


TERMS OF SECURITIES


                    Pursuant
to Section 6.1 of the Amended and Restated Declaration of Trust, dated as of July 28, 2006 (as amended from time
to time, the “Declaration”), the designation, rights, privileges, restrictions, preferences and other
terms and provisions of the Capital Securities and the Common Securities are set out below (each capitalized term
used but not defined herein has the meaning set forth in the Declaration):


          1.        Designation
and Number.


                    (a)     4,000
Floating Rate Capital Securities of EFSC Statutory Trust V (the “Trust”), with an aggregate stated
liquidation amount with respect to the assets of the Trust of four million dollars ($4,000,000.00) and a stated
liquidation amount with respect to the assets of the Trust of $1,000.00 per Capital Security, are hereby
designated for the purposes of identification only as the “Capital Securities”.  The Capital
Security Certificates evidencing the Capital Securities shall be substantially in the form of Exhibit A-1 to the
Declaration, with such changes and additions thereto or deletions therefrom as may be required by ordinary usage,
custom or practice.


                    (b)     124
Floating Rate Common Securities of the Trust (the “Common Securities”) will be evidenced by Common
Security Certificates substantially in the form of Exhibit A-2 to the Declaration, with such changes and
additions thereto or deletions therefrom as may be required by ordinary usage, custom or practice.


          2.
        Distributions.


                    (a)     Distributions
will be payable on each Security for the Distribution Period beginning on (and including) the date of original
issuance and ending on (but excluding) the Distribution Payment Date in September 2006 at a rate per annum of
7.085% and shall bear interest for each successive Distribution Period beginning on (and including) the
Distribution Payment Date in September 2006, and each succeeding Distribution Payment Date, and ending on (but
excluding) the next succeeding Distribution Payment Date at a rate per annum equal to the 3-Month LIBOR,
determined as described below, plus 1.60% (the “Coupon Rate”), applied to the stated liquidation amount
thereof, such rate being the rate of interest payable on the Debentures to be held by the Institutional
Trustee.  Distributions in arrears will bear
interest thereon compounded quarterly at the applicable Distribution Rate (to the extent permitted by law). 
Distributions, as used herein, include cash distributions and any such compounded distributions unless otherwise
noted.  A Distribution is payable only to the extent that payments are made in respect of the Debentures
held by the Institutional Trustee and to the extent the Institutional Trustee has funds available therefor. 
The amount of the Distribution payable for any Distribution Period will be calculated by applying the
Distribution Rate to the stated liquidation amount outstanding at the commencement of the Distribution Period on
the basis of the actual number of days in the Distribution Period concerned divided by 360.  All percentages
resulting from any calculations on the Capital 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)).


                    (b)     Distributions
on the Securities will be cumulative, will accrue from the date of original issuance, and will be payable,
subject to extension of distribution payment periods as described herein, quarterly in arrears on March 15, June
15, September 15 and December 15 of each year, or if such day is not a Business Day, then the next succeeding
Business Day (each a “Distribution Payment Date”)


I-1









(it being understood that interest accrues for any such non-Business Day),
commencing on the Distribution Payment Date in September 2006 when, as and if available for payment.  The
Debenture Issuer has the right under the Indenture to defer payments of interest on the Debentures, so long as no
Acceleration Event of Default has occurred and is continuing, by deferring the payment of interest on the
Debentures for up to 20 consecutive quarterly periods (each an “Extension Period”) at any time
and from time to time, subject to the conditions described below, during which Extension Period no interest shall
be due and payable.  During any Extension Period, interest will continue to accrue on the Debentures, and
interest on such accrued interest will accrue at an annual rate equal to the Distribution Rate in effect for each
such Extension Period, compounded quarterly from the date such interest would have been payable were it not for
the
Extension Period, to the extent permitted by law (such interest referred to herein as “Additional
Interest”).  No Extension Period may end on a date other than a Distribution Payment Date.  At the
end of any such Extension Period, the Debenture Issuer shall pay all interest then accrued and unpaid on the
Debentures (together with Additional Interest thereon); provided, however, that no Extension Period
may extend beyond the Maturity Date and provided further, however, that during any such Extension
Period, the Debenture Issuer and its Affiliates shall not (i) declare or pay any dividends or distributions on,
or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Debenture Issuer’s
or its Affiliates’ capital stock (other than payments of dividends or distributions to the Debenture Issuer)
or make any guarantee payments with respect to the foregoing, or (ii) make any payment of principal of or
interest or premium,
if any, on or repay, repurchase or redeem any debt securities of the Debenture Issuer or any Affiliate that rank
pari passu in all respects with or junior in interest to the Debentures (other than, with respect to
clauses (i) and (ii) above, (a) repurchases, redemptions or other acquisitions of shares of capital stock of the
Debenture Issuer in connection with any employment contract, benefit plan or other similar arrangement with or
for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend
reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the
Debenture Issuer (or securities convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of any exchange or
conversion of any class or series of the Debenture Issuer’s capital stock (or any capital stock of a
subsidiary of the
Debenture Issuer) for any class or series of the Debenture Issuer’s capital stock or of any class or series
of the Debenture Issuer’s indebtedness for any class or series of the Debenture Issuer’s capital stock,
(c) the purchase of fractional interests in shares of the Debenture Issuer’s capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any
declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock
or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant
thereto, (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the
stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the
dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of
fractional shares issued in connection therewith, or (f)  payments under the Capital Securities
Guarantee).  Prior to the termination of any Extension Period, the Debenture Issuer may further extend such
period, provided that such period together with all such previous and further consecutive extensions thereof
shall not exceed 20 consecutive quarterly periods, or extend beyond the Maturity Date.  Upon the termination
of any Extension Period and upon the payment of all accrued and unpaid interest and Additional Interest, the
Debenture Issuer may commence a new Extension Period, subject to the foregoing requirements.  No interest or
Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each
installment of interest that would otherwise have been due and payable during such Extension Period shall bear
Additional Interest.  During any Extension Period, Distributions on the Securities shall be deferred for a
period equal to the
Extension Period.  If Distributions are deferred, the Distributions due shall be paid on the date that the
related Extension Period terminates to Holders of the Securities as they appear on the books and records of the
Trust on the record date immediately preceding such date.  Distributions on the Securities must be paid on
the dates payable (after giving effect to any Extension Period) to the extent that the Trust has


I-2









funds available for the payment of such distributions in the Property
Account of the Trust.  The Trust’s funds available for Distribution to the Holders of the Securities
will be limited to payments received from the Debenture Issuer.  The payment of Distributions out of moneys
held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.


                    (c)     Distributions
on the Securities will be payable to the Holders thereof as they appear on the books and records of the Trust on
the relevant record dates.  The relevant record dates shall be fifteen days before the relevant Distribution
Payment Date.  Distributions payable on any Securities that are not punctually paid on any Distribution
Payment Date, as a result of the Debenture Issuer having failed to make a payment under the Debentures, as the
case may be, when due (taking into account any Extension Period), will cease to be payable to the Person in whose
name such Securities are registered on the relevant record date, and such defaulted Distribution will instead be
payable to the Person in whose name such Securities are registered on the special record date or other specified
date determined in
accordance with the Indenture.


                    (d)     In
the event that there is any money or other property held by or for the Trust that is not accounted for hereunder,
such property shall be distributed Pro Rata (as defined herein) among the Holders of the Securities.


          3.     Liquidation
Distribution Upon Dissolution.  In the event of the voluntary or involuntary liquidation, dissolution,
winding-up or termination of the Trust (each a “Liquidation”) other than in connection with a
redemption of the Debentures, the Holders of the Securities will be entitled to receive out of the assets of the
Trust available for distribution to Holders of the Securities, after satisfaction of liabilities to creditors of
the Trust (to the extent not satisfied by the Debenture Issuer), distributions equal to the aggregate of the
stated liquidation amount of $1,000.00 per Security plus accrued and unpaid Distributions thereon to the date of
payment (such amount being the “Liquidation Distribution”), unless in connection with such
Liquidation, the Debentures in an aggregate stated principal amount equal to the aggregate
stated liquidation amount of such Securities, with an interest rate equal to the Distribution Rate of, and
bearing accrued and unpaid interest in an amount equal to the accrued and unpaid Distributions on, and having the
same record date as, such Securities, after paying or making reasonable provision to pay all claims and
obligations of the Trust in accordance with the Statutory Trust Act, shall be distributed on a Pro Rata basis to
the Holders of the Securities in exchange for such Securities.


          The Sponsor,
as the Holder of all of the Common Securities, has the right at any time to dissolve the Trust (including,
without limitation, upon the occurrence of a Special Event), subject to the receipt by the Debenture Issuer of
prior approval from the Board of Governors of the Federal Reserve System, or its designated district bank, as
applicable, and any successor federal agency that is primarily responsible for regulating the activities of the
Sponsor (the “Federal Reserve”), if the Sponsor is a bank holding company, or from the Office of Thrift
Supervision and any successor federal agency that is primarily responsible for regulating the activities of
Sponsor, (the “OTS”) if the Sponsor is a savings and loan holding company, in either case if then
required under applicable capital guidelines or policies of the Federal Reserve or OTS, as applicable, and, after
satisfaction of
liabilities to creditors of the Trust, cause the Debentures to be distributed to the Holders of the Securities on
a Pro Rata basis in accordance with the aggregate stated liquidation amount thereof.


          If a
Liquidation of the Trust occurs as described in clause (i), (ii), (iii) or (v) in Section 7.1(a) of the
Declaration, the Trust shall be liquidated by the Institutional Trustee as expeditiously as it determines to be
possible by distributing, after satisfaction of liabilities to creditors of the Trust, to the Holders of the
Securities, the Debentures on a Pro Rata basis to the extent not satisfied by the Debenture Issuer, unless such
distribution is determined by the Institutional Trustee not to be practical, in which event such Holders will be
entitled to receive out of the assets of the Trust available for distribution to the Holders,


I-3









after satisfaction of liabilities of creditors of the Trust to the extent
not satisfied by the Debenture Issuer, an amount equal to the Liquidation Distribution.  An early
Liquidation of the Trust pursuant to clause (iv) of Section 7.1(a) of the Declaration shall occur if the
Institutional Trustee determines that such Liquidation is possible by distributing, after satisfaction of
liabilities to creditors of the Trust, to the Holders of the Securities on a Pro Rata basis, the Debentures, and
such distribution occurs.


          If, upon any
such Liquidation the Liquidation Distribution can be paid only in part because the Trust has insufficient assets
available to pay in full the aggregate Liquidation Distribution, then the amounts payable directly by the Trust
on such Capital Securities shall be paid to the Holders of the Trust Securities on a Pro Rata basis, except that
if an Event of Default has occurred and is continuing, the Capital Securities shall have a preference over the
Common Securities with regard to such distributions.


          After the date
for any distribution of the Debentures upon dissolution of the Trust (i) the Securities of the Trust will be
deemed to be no longer outstanding, (ii) upon surrender of a Holder’s Securities certificate, such Holder of
the Securities will receive a certificate representing the Debentures to be delivered upon such distribution,
(iii) any certificates representing the Securities still outstanding will be deemed to represent undivided
beneficial interests in such of the Debentures as have an aggregate principal amount equal to the aggregate
stated liquidation amount with an interest rate identical to the Distribution Rate of, and bearing accrued and
unpaid interest equal to accrued and unpaid distributions on, the Securities until such certificates are
presented to the Debenture Issuer or its agent for transfer or reissuance (and until such certificates are so
surrendered, no payments of
interest or principal shall be made to Holders of Securities in respect of any payments due and payable under the
Debentures; provided, however that such failure to pay shall not be deemed to be an Event of Default and shall
not entitle the Holder to the benefits of the Guarantee), and (iv) all rights of Holders of Securities under the
Declaration shall cease, except the right of such Holders to receive Debentures upon surrender of certificates
representing such Securities.


          4.     Redemption
and Distribution.


                    (a)     The
Debentures will mature on September 15, 2036.  The Debentures may be redeemed by the Debenture Issuer, in
whole or in part, at any Distribution Payment Date on or after the Distribution Payment Date in September 2011,
at the Redemption Price. In addition, the Debentures may be redeemed by the Debenture Issuer at the Special
Redemption Price, in whole but not in part, at any Distribution Payment Date, upon the occurrence and
continuation of a Special Event within 120 days following the occurrence of such Special Event at the Special
Redemption Price, upon not less than 30 nor more than 60 days’ notice to holders of such Debentures so long
as such Special Event is continuing. In each case, the right of the Debenture Issuer to redeem the Debentures is
subject to the Debenture Issuer having received
prior approval from the Federal Reserve (if the Debenture Issuer is a bank holding company) or prior approval
from the OTS (if the Debenture Issuer is a savings and loan holding company), in each case if then required under
applicable capital guidelines or policies of the applicable federal agency.


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

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

  




I-4








	
  
 
  	
  
          (2)
     if such rate cannot be identified on the   related Determination Date, the
Debenture Trustee will request the principal   London offices of four leading banks in the London interbank
market to   provide such banks’ offered quotations (expressed as percentages per annum)   to prime banks in
the London interbank market for U.S. dollar deposits having   a three-month maturity as of 11:00 a.m. (London
time) on such Determination   Date.  If at least two quotations are   provided, 3-Month LIBOR will be the
arithmetic mean of such quotations; 
  
	
   
  	
  
 
  
	
  
 
  	
  
          (3)     if   fewer
than two such quotations are provided as requested in clause (2) above,   the Debenture Trustee will request four
major New York City banks to provide   such banks’ offered quotations (expressed as percentages per annum)
to   leading European banks for loans in U.S. dollars as of 11:00 a.m. (London   time) on such Determination
Date.  If   at least two such quotations are provided, 3-Month LIBOR will be the   arithmetic mean of such
quotations; and 
  
	
  
 
  	
  
 
  
	
  
 
  	
  
          
(4)     if fewer than two such quotations are   provided as requested in clause (3)
above, 3-Month LIBOR will be a 3-Month   LIBOR determined with respect to the Distribution Period immediately
preceding such current Distribution Period.
  




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


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


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


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


I-5









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


          “Maturity Date” means
September 15, 2036.


          “Redemption Date” shall mean
the date fixed for the redemption of Capital Securities, which shall be any Distribution Payment Date on or after
the Distribution Payment Date in September 2011.


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


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


          “Special Redemption Date”
means a date on which a Special Event redemption occurs, which shall be a Distribution Payment Date.


          “Special Redemption Price”
means the price set forth in the following table for any Special Redemption Date that occurs on the date
indicated below (or if such day is not a Business Day, then the next succeeding Business Day), expressed as the
percentage of the principal amount of the Debentures being redeemed: 


	
  
Month in   which Special
   Redemption Date Occurs

	
   
 	
  
Special   Redemption Price
  	
   
 
	
  


  	
  
 
  	
  


  	
  


  	
  
 
  
	
  
September   2006
  	
  
 
  	
  
 
  	
  
104.625
  	
  
%
  
	
  
December   2006
  	
  
 
  	
  
 
  	
  
104.300
  	
  
%
  
	
  March   2007

	
  
 
  	
  
 
  	
  
104.000
  	
  
%
  
	
  
June   2007
  	
  
 
  	
  
 
  	
  
103.650
  	
  
%
  
	
  
September   2007
  	
  
 
  	
  
 
  	
  
103.350
  	
  
%
  
	
  
December   2007
  	
  
 
  	
  
 
  	
  
103.000
  	
  
%
  
	
  March   2008

	
  
 
  	
  
 
  	
  
102.700
  	
  
%
  
	
  
June   2008
  	
  
 
  	
  
 
  	
  
102.350
  	
  
%
  
	
  
September   2008
  	
  
 
  	
  
 
  	
  
102.050
  	
  
%
  
	
  
December   2008
  	
  
 
  	
  
 
  	
  
101.700
  	
  
%
  
	
  March   2009

	
  
 
  	
  
 
  	
  
101.400
  	
  
%
  
	
  
June   2009
  	
  
 
  	
  
 
  	
  
101.050
  	
  
%
  
	
  
September   2009
  	
  
 
  	
  
 
  	
  
100.750
  	
  
%
  
	
  
December   2009
  	
  
 
  	
  
 
  	
  
100.450
  	
  
%
  
	
  March   2010

	
  
 
  	
  
 
  	
  
100.200
  	
  
%
  
	
  
June   2010 and thereafter
  	
  
 
  	
  
 
  	
  
100.000
  	
  
%
  




I-6









          plus, in each
case, accrued and unpaid Interest on such Debentures to the Special Redemption Date.


          “Tax
Event” means the receipt by the Debenture Issuer and the Trust of an opinion of counsel experienced in
such matters to the effect that, as a result of any amendment to or change (including any announced prospective
change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing
authority thereof or therein, or as a result of any official administrative pronouncement (including any private
letter ruling, technical advice memorandum, field service advice, regulatory procedure, notice or announcement
including any notice or announcement of intent to adopt such procedures or regulations) (an
“Administrative Action”) or judicial decision interpreting or applying such laws or regulations,
regardless of whether such Administrative Action or judicial decision is issued to or in connection with a
proceeding involving the Debenture
Issuer or the Trust and whether or not subject to review or appeal, which amendment, clarification, change,
Administrative Action or decision is enacted, promulgated or announced, in each case on or after the date of
original issuance of the Debentures, there is more than an insubstantial risk that: (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to United States federal income tax with respect to income
received or accrued on the Debentures; (ii) interest payable by the Debenture Issuer on the Debentures is not, or
within 90 days of the date of such opinion, will not be, deductible by the Debenture Issuer, in whole or in part,
for United States federal income tax purposes; or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties or other governmental
charges.


                    
(b)     Upon the repayment in full at maturity or redemption in whole or in part of the
Debentures (other than following the distribution of the Debentures to the Holders of the Securities), the
proceeds from such repayment or payment shall concurrently be applied to redeem Pro Rata at the applicable
Redemption Price or Special Redemption Price, as applicable, Securities having an aggregate liquidation amount
equal to the aggregate principal amount of the Debentures so repaid or redeemed; provided, however, that holders
of such Securities shall be given not less than 30 nor more than 60 days’ notice of such redemption (other
than at the scheduled maturity of the Debentures).


                    (c)     If
fewer than all the outstanding Securities are to be so redeemed, the Common Securities and the Capital Securities
will be redeemed Pro Rata and the Capital Securities to be redeemed will be redeemed Pro Rata from each Holder of
Capital Securities.


                    (d)     The
Trust may not redeem fewer than all the outstanding Capital Securities unless all accrued and unpaid
Distributions have been paid on all Capital Securities for all quarterly Distribution periods terminating on or
before the date of redemption.


I-7









          (e)     Redemption
or Distribution Procedures.


                    (i)     Notice
of any redemption of, or notice of distribution of the Debentures in exchange for, the Securities (a
“Redemption/Distribution Notice”) will be given by the Trust by mail to each Holder of Securities to be
redeemed or exchanged not fewer than 30 nor more than 60 days before the date fixed for redemption or exchange
thereof which, in the case of a redemption, will be the date fixed for redemption of the Debentures. For purposes
of the calculation of the date of redemption or exchange and the dates on which notices are given pursuant to
this paragraph 4(e)(i), a Redemption/Distribution Notice shall be deemed to be given on the day such notice is
first mailed by first-class mail, postage prepaid, to Holders of such Securities. Each Redemption/Distribution
Notice shall be addressed to the Holders of
such Securities at the address of each such Holder appearing on the books and records of the Trust. No defect in
the Redemption/Distribution Notice or in the mailing thereof with respect to any Holder shall affect the validity
of the redemption or exchange proceedings with respect to any other Holder.


                    (ii)     If
the Securities are to be redeemed and the Trust gives a Redemption/ Distribution Notice, which notice may only be
issued if the Debentures are redeemed as set out in this paragraph 4 (which notice will be irrevocable), then,
provided that the Institutional Trustee has a sufficient amount of cash in connection with the related redemption
or maturity of the Debentures, the Institutional Trustee will pay the relevant Redemption Price or Special
Redemption Price, as applicable, to the Holders of such Securities by check mailed to the address of each such
Holder appearing on the books and records of the Trust on the Redemption Date.  If a Redemption/Distribution
Notice shall have been given and funds deposited as required then immediately prior to the close of business on
the date of such deposit
Distributions will cease to accrue on the Securities so called for redemption and all rights of Holders of such
Securities so called for redemption will cease, except the right of the Holders of such Securities to receive the
applicable Redemption Price or Special Redemption Price specified in paragraph 4(a), but without interest on such
Redemption Price or Special Redemption Price.  If payment of the Redemption Price or Special Redemption
Price in respect of any Securities is improperly withheld or refused and not paid either by the Trust or by the
Debenture Issuer as guarantor pursuant to the Guarantee, Distributions on such Securities will continue to accrue
at the Distribution Rate from the original Redemption Date to the actual date of payment, in which case the
actual payment date will be considered the date fixed for redemption for purposes of calculating the Redemption
Price or Special Redemption Price.  In the event of any redemption of the Capital Securities issued by the
Trust in
part, the Trust shall not be required to (i) issue, register the transfer of or exchange any Security during a
period beginning at the opening of business fifteen days before any selection for redemption of the Capital
Securities and ending at the close of business on the earliest date on which the relevant notice of redemption is
deemed to have been given to all Holders of the Capital Securities to be so redeemed or (ii) register the
transfer of or exchange any Capital Securities so selected for redemption, in whole or in part, except for the
unredeemed portion of any Capital Securities being redeemed in part.


                    (iii)     Redemption/Distribution
Notices shall be sent by the Administrators on behalf of the Trust to (A) in respect of the Capital Securities,
the Holders thereof and (B) in respect of the Common Securities, the Holder thereof.


                    (iv)     Subject
to the foregoing and applicable law (including, without limitation, United States federal securities laws), and
provided that the acquiror is not the Holder of the Common Securities or the obligor under the Indenture, the
Sponsor or any of its subsidiaries may at any time and from time to time purchase outstanding Capital Securities
by tender, in the open market or by private agreement.


I-8









          5.     Voting
Rights - Capital Securities.


                    (a)     Except
as provided under paragraphs 5(b) and 7 and as otherwise required by law and the Declaration, the Holders of the
Capital Securities will have no voting rights. The Administrators are required to call a meeting of the Holders
of the Capital Securities if directed to do so by Holders of at least 10% in liquidation amount of the Capital
Securities.


                    (b)
    Subject to the requirements of obtaining a tax opinion by the Institutional Trustee in
certain circumstances set forth in the last sentence of this paragraph, the Holders of a Majority in liquidation
amount of the Capital Securities, voting separately as a class, have the right to direct the time, method, and
place of conducting any proceeding for any remedy available to the Institutional Trustee, or exercising any trust
or power conferred upon the Institutional Trustee under the Declaration, including the right to direct the
Institutional Trustee, as holder of the Debentures, to (i) exercise the remedies available under the Indenture as
the holder of the Debentures, (ii) waive any past default that is waivable under the Indenture, (iii) exercise
any right to rescind or annul a declaration that the principal of all the
Debentures shall be due and payable or (iv) consent on behalf of all the Holders of the Capital Securities to any
amendment, modification or termination of the Indenture or the Debentures where such consent shall be required;
provided, however, that, where a consent or action under the Indenture would require the consent or
act of the holders of greater than a simple majority in aggregate principal amount of Debentures (a
“Super Majority”) affected thereby, the Institutional Trustee may only give such consent or take
such action at the written direction of the Holders of at least the proportion in liquidation amount of the
Capital Securities outstanding which the relevant Super Majority represents of the aggregate principal amount of
the Debentures outstanding. If the Institutional Trustee fails to enforce its rights under the Debentures after
the Holders of a Majority in liquidation amount of such Capital Securities have so directed the Institutional
Trustee, to the
fullest extent permitted by law, a Holder of the Capital Securities may institute a legal proceeding directly
against the Debenture Issuer to enforce the Institutional Trustee’s rights under the Debentures without
first instituting any legal proceeding against the Institutional Trustee or any other person or entity.
Notwithstanding the foregoing, if an Event of Default has occurred and is continuing and such event is
attributable to the failure of the Debenture Issuer to pay interest or principal on the Debentures on the date
the interest or principal is payable (or in the case of redemption, the Redemption Date or the Special Redemption
Date, as applicable), then a Holder of record of the Capital Securities may directly institute a proceeding for
enforcement of payment, on or after the respective due dates specified in the Debentures, to such Holder directly
of the principal of or interest on the Debentures having an aggregate principal amount equal to the aggregate
liquidation amount of the
Capital Securities of such Holder. The Institutional Trustee shall notify all Holders of the Capital Securities
of any default actually known to the Institutional Trustee with respect to the Debentures unless (x) such default
has been cured prior to the giving of such notice or (y) the Institutional Trustee determines in good faith that
the withholding of such notice is in the interest of the Holders of such Capital Securities, except where the
default relates to the payment of principal of or interest on any of the Debentures. Such notice shall state that
such Indenture Event of Default also constitutes an Event of Default hereunder. Except with respect to directing
the time, method and place of conducting a proceeding for a remedy, the Institutional Trustee shall not take any
of the actions described in clauses (i), (ii) or (iii) above unless the Institutional Trustee has obtained an
opinion of tax counsel to the effect that, as a result of such action, the Trust will not be classified as other
than
a grantor trust for United States federal income tax purposes.


          In the event
the consent of the Institutional Trustee, as the holder of the Debentures, is required under the Indenture with
respect to any amendment, modification or termination of the Indenture, the Institutional Trustee shall request
the direction of the Holders of the Securities with respect to such


I-9









amendment, modification or termination and shall vote with respect to such
amendment, modification or termination as directed by a Majority in liquidation amount of the Securities voting
together as a single class; provided, however, that where a consent under the Indenture would
require the consent of a Super-Majority, the Institutional Trustee may only give such consent at the direction of
the Holders of at least the proportion in liquidation amount of the Securities outstanding which the relevant
Super-Majority represents of the aggregate principal amount of the Debentures outstanding. The Institutional
Trustee shall not take any such action in accordance with the directions of the Holders of the Securities unless
the Institutional Trustee has obtained an opinion of tax counsel to the effect that, as a result of such action,
the Trust will not be classified as other than a grantor trust for United States federal income tax
purposes.


          A waiver of an
Indenture Event of Default will constitute a waiver of the corresponding Event of Default hereunder. Any required
approval or direction of Holders of the Capital Securities may be given at a separate meeting of Holders of the
Capital Securities convened for such purpose, at a meeting of all of the Holders of the Securities in the Trust
or pursuant to written consent. The Institutional Trustee will cause a notice of any meeting at which Holders of
the Capital Securities are entitled to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of the Capital Securities. Each such notice will
include a statement setting forth the following information (i) the date of such meeting or the date by which
such action is to be taken, (ii) a description of any resolution proposed for adoption at such meeting on which
such Holders
are entitled to vote or of such matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents. No vote or consent of the Holders of the Capital Securities will be required for
the Trust to redeem and cancel Capital Securities or to distribute the Debentures in accordance with the
Declaration and the terms of the Securities.


          Notwithstanding that Holders of the Capital
Securities are entitled to vote or consent under any of the circumstances described above, any of the Capital
Securities that are owned by the Sponsor or any Affiliate of the Sponsor shall not entitle the Holder thereof to
vote or consent and shall, for purposes of such vote or consent, be treated as if such Capital Securities were
not outstanding.


          In no event
will Holders of the Capital Securities have the right to vote to appoint, remove or replace the Administrators,
which voting rights are vested exclusively in the Sponsor as the Holder of all of the Common Securities of the
Trust.  Under certain circumstances as more fully described in the Declaration, Holders of Capital
Securities have the right to vote to appoint, remove or replace the Institutional Trustee and the Delaware
Trustee.


          6.     Voting
Rights - Common Securities.


                    (a)     Except
as provided under paragraphs 6(b), 6(c) and 7 and as otherwise required by law and the Declaration, the Common
Securities will have no voting rights.


                    (b)     The
Holders of the Common Securities are entitled, in accordance with Article IV of the Declaration, to vote to
appoint, remove or replace any Administrators.


                    (c)     Subject
to Section 6.8 of the Declaration and only after each Event of Default (if any) with respect to the Capital
Securities has been cured, waived, or otherwise eliminated and subject to the requirements of the second to last
sentence of this paragraph, the Holders of a Majority in liquidation amount of the Common Securities, voting
separately as a class, may direct the time, method, and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or exercising any trust or power conferred upon the Institutional Trustee
under the Declaration, including (i) directing the time, method, place of conducting any proceeding for any
remedy available to the Debenture Trustee, or exercising any trust or power conferred on the Debenture Trustee
with respect to the Debentures, (ii) waiving any
past default and its consequences that is waivable under the Indenture, or (iii) exercising


I-10









any right to rescind or annul a declaration that the principal of all the
Debentures shall be due and payable; provided, however, that, where a consent or action under the
Indenture would require a Super Majority, the Institutional Trustee may only give such consent or take such
action at the written direction of the Holders of at least the proportion in liquidation amount of the Common
Securities which the relevant Super Majority represents of the aggregate principal amount of the Debentures
outstanding. Notwithstanding this paragraph 6(c), the Institutional Trustee shall not revoke any action
previously authorized or approved by a vote or consent of the Holders of the Capital Securities. Other than with
respect to directing the time, method and place of conducting any proceeding for any remedy available to the
Institutional Trustee or the Debenture Trustee as set forth above, the Institutional Trustee shall not take any
action described in (i),
(ii) or (iii) above, unless the Institutional Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be classified as other than a grantor
trust on account of such action. If the Institutional Trustee fails to enforce its rights, to the fullest extent
permitted by law, under the Declaration, any Holder of the Common Securities may institute a legal proceeding
directly against any Person to enforce the Institutional Trustee’s rights under the Declaration, without
first instituting a legal proceeding against the Institutional Trustee or any other Person.


          Any approval or
direction of Holders of the Common Securities may be given at a separate meeting of Holders of the Common
Securities convened for such purpose, at a meeting of all of the Holders of the Securities in the Trust or
pursuant to written consent.  The Administrators will cause a notice of any meeting at which Holders of the
Common Securities are entitled to vote, or of any matter upon which action by written consent of such Holders is
to be taken, to be mailed to each Holder of the Common Securities. Each such notice will include a statement
setting forth (i) the date of such meeting or the date by which such action is to be taken, (ii) a description of
any resolution proposed for adoption at such meeting on which such Holders are entitled to vote or of such matter
upon which written consent is sought and (iii) instructions for the delivery of proxies or consents.


          No vote or
consent of the Holders of the Common Securities will be required for the Trust to redeem and cancel Common
Securities or to distribute the Debentures in accordance with the Declaration and the terms of the
Securities.


          7.     Amendments
to Declaration and Indenture.


                    (a)     In
addition to any requirements under Section 11.1 of the Declaration, if any proposed amendment to the Declaration
provides for, or the Trustees, Sponsor or Administrators otherwise propose to effect, (i) any action that would
adversely affect the powers, preferences or special rights of the Securities, whether by way of amendment to the
Declaration or otherwise, or (ii) the Liquidation of the Trust, other than as described in Section 7.1 of the
Declaration, then the Holders of outstanding Securities, voting together as a single class, will be entitled to
vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval
of the Holders of at least a Majority in liquidation amount of the Securities, affected thereby; provided,
however, if any amendment or proposal
referred to in clause (i) above would adversely affect only the Capital Securities or only the Common Securities,
then only the affected class will be entitled to vote on such amendment or proposal and such amendment or
proposal shall not be effective except with the approval of a Majority in liquidation amount of such class of
Securities.


                    (b)     In
the event the consent of the Institutional Trustee as the holder of the Debentures is required under the
Indenture with respect to any amendment, modification or termination of the Indenture or the Debentures, the
Institutional Trustee shall request the written direction of the Holders of the Securities with respect to such
amendment, modification or termination and shall vote with respect to such amendment, modification, or
termination as directed by a Majority in liquidation amount of the


I-11









Securities voting together as a single class; provided, however, that where
a consent under the Indenture would require a Super Majority, the Institutional Trustee may only give such
consent at the direction of the Holders of at least the proportion in liquidation amount of the Securities which
the relevant Super Majority represents of the aggregate principal amount of the Debentures outstanding.


                    (c)     Notwithstanding
the foregoing, no amendment or modification may be made to the Declaration if such amendment or modification
would (i) cause the Trust to be classified for purposes of United States federal income taxation as other than a
grantor trust, (ii) reduce or otherwise adversely affect the powers of the Institutional Trustee or (iii) cause
the Trust to be deemed an Investment Company which is required to be registered under the Investment Company
Act.


                    (d)     Notwithstanding
any provision of the Declaration, the right of any Holder of the Capital Securities to receive payment of
distributions and other payments upon redemption or otherwise, on or after their respective due dates, or to
institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
or affected without the consent of such Holder. For the protection and enforcement of the foregoing provision,
each and every Holder of the Capital Securities shall be entitled to such relief as can be given either at law or
equity.


          8.     Pro
Rata.  A reference in these terms of the Securities to any payment, distribution or treatment as being
“Pro Rata” shall mean pro rata to each Holder of the Securities according to the aggregate liquidation
amount of the Securities held by the relevant Holder in relation to the aggregate liquidation amount of all
Securities then outstanding unless, in relation to a payment, an Event of Default has occurred and is continuing,
in which case any funds available to make such payment shall be paid first to each Holder of the Capital
Securities Pro Rata according to the aggregate liquidation amount of the Capital Securities held by the relevant
Holder relative to the aggregate liquidation amount of all Capital Securities outstanding, and only after
satisfaction of all amounts owed to the Holders of the Capital Securities, to each Holder of the Common
Securities Pro Rata according to the aggregate liquidation amount of the Common Securities held by the relevant
Holder relative to the aggregate liquidation amount of all Common Securities outstanding.


          9.
     Ranking.  The Capital Securities rank pari passu with and
payment thereon shall be made Pro Rata with the Common Securities except that, where an Event of Default has
occurred and is continuing, the rights of Holders of the Common Securities to receive payment of Distributions
and payments upon liquidation, redemption and otherwise are subordinated to the rights of the Holders of the
Capital Securities with the result that no payment of any Distribution on, or Redemption Price (or Special
Redemption Price) of, any Common Security, and no other payment on account of redemption, liquidation or other
acquisition of Common Securities, shall be made unless payment in full in cash of all accumulated and unpaid
Distributions on all outstanding Capital Securities for all distribution periods terminating on or prior thereto,
or in the case of payment of the
Redemption Price (or Special Redemption Price) the full amount of such Redemption Price (or Special Redemption
Price) on all outstanding Capital Securities then called for redemption, shall have been made or provided for,
and all funds immediately available to the Institutional Trustee shall first be applied to the payment in full in
cash of all Distributions on, or the Redemption Price (or Special Redemption Price) of, the Capital Securities
then due and payable.


          10.     Acceptance
of Guarantee and Indenture. Each Holder of the Capital Securities and the Common Securities, by the
acceptance of such Securities, agrees to the provisions of the Guarantee, including the subordination provisions
therein and to the provisions of the Indenture.


          11.     No
Preemptive Rights. The Holders of the Securities shall have no preemptive or similar rights to subscribe for
any additional securities.


I-12









          12.     Miscellaneous.
These terms constitute a part of the Declaration. The Sponsor will provide a copy of the Declaration, the
Guarantee, and the Indenture to a Holder without charge on written request to the Sponsor at its principal place
of business.


I-13









EXHIBIT A-1



FORM OF CAPITAL SECURITY CERTIFICATE


[FORM OF FACE OF SECURITY]


          THIS CAPITAL
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE OF DTC.  THIS CAPITAL SECURITY IS
EXCHANGEABLE FOR CAPITAL SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE DECLARATION, AND NO TRANSFER OF THIS CAPITAL SECURITY (OTHER THAN A
TRANSFER OF THIS CAPITAL SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.


          UNLESS THIS
CAPITAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO EFSC STATUTORY TRUST V OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CAPITAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


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


A-1-1









OBTAINED FROM THE SPONSOR OR THE TRUST.  HEDGING TRANSACTIONS
INVOLVING THIS SECURITY MAY NOT BE CONDUCTED UNLESS 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 THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR
HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS
SECURITY IS NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. 
ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION
3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON
BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
ADMINISTRATIVE EXEMPTION.


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


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


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

	
  
Certificate Number P-1
  	
  
4,000 Capital Securities
  
	
  
[CUSIP NO. [_______] ] 
  	
  
 
  




July 28, 2006


Certificate Evidencing Floating Rate Capital Securities


of


EFSC Statutory Trust V


(liquidation amount $1,000.00 per Capital Security)


A-1-2









          EFSC Statutory
Trust V, a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby
certifies that Cede & Co. (the “Holder”) is the registered owner of capital securities of the Trust
representing undivided beneficial interests in the assets of the Trust, (liquidation amount $1,000.00 per capital
security) (the “Capital Securities”). Subject to the Declaration (as defined below), the Capital
Securities are transferable on the books and records of the Trust in person or by a duly authorized attorney,
upon surrender of this Certificate duly endorsed and in proper form for transfer. The Capital Securities
represented hereby are issued pursuant to, and the designation, rights, privileges, restrictions, preferences and
other terms and provisions of the Capital Securities shall in all respects be subject to, the provisions of the
Amended and Restated
Declaration of Trust of the Trust dated as of July 28, 2006, among Frank H. Sanfilippo and Deborah N. Barstow, as
Administrators, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional
Trustee, Enterprise Financial Services Corp., as Sponsor, and the holders from time to time of undivided
beneficial interests in the assets of the Trust, including the designation of the terms of the Capital Securities
as set forth in Annex I to such amended and restated declaration as the same may be amended from time to time
(the “Declaration”).  Capitalized terms used herein but not defined shall have the meaning given
them in the Declaration. The Holder is entitled to the benefits of the Guarantee to the extent provided therein.
The Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture to the Holder without charge
upon written request to the Sponsor at its principal place of business.


          Upon receipt
of this Security, the Holder is bound by the Declaration and is entitled to the benefits thereunder.


          By acceptance
of this Security, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as
indebtedness and the Capital Securities as evidence of beneficial ownership in the Debentures.


          This Capital
Security is governed by, and construed in accordance with, the laws of the State of Delaware, without regard to
principles of conflict of laws.


Signatures appear on following page


A-1-3









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

	
   
 	
  
EFSC STATUTORY TRUST V
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
Administrator
  




CERTIFICATE OF AUTHENTICATION


          This is one of
the Capital Securities referred to in the within-mentioned Declaration.

	
  
 
  	
  
WILMINGTON TRUST COMPANY,
  
	
  
 
  	
  
as the Institutional   Trustee
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
 
  	
  
Authorized Officer
  




A-1-4









[FORM OF REVERSE OF CAPITAL SECURITY]


          Distributions
payable on each Capital Security will be payable at an annual rate equal to 7.085% beginning on (and including)
the date of original issuance and ending on (but excluding) the Distribution Payment Date in September 2006 and
at an annual rate for each successive period beginning on (and including) the Distribution Payment Date in
September 2006, and each succeeding Distribution Payment Date, and ending on (but excluding) the next succeeding
Distribution Payment Date (each a “Distribution Period”), equal to 3-Month LIBOR, determined as
described below, plus 1.60% (the “Coupon Rate”), applied to the stated liquidation amount of $1,000.00
per Capital Security, such rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee. Distributions in arrears will bear interest thereon compounded quarterly at the
Distribution Rate (to the extent
permitted by applicable law).  The term “Distributions” as used herein includes cash distributions
and any such compounded distributions unless otherwise noted.  A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Institutional Trustee and to the extent the
Institutional Trustee has funds available therefor.  As used herein, “Determination Date” means
the date that is two London Banking Days (i.e., a business day in which dealings in deposits in U.S. dollars are
transacted in the London interbank market) preceding the commencement of the relevant Distribution Period. 
The amount of the Distribution payable for any Distribution Period will be calculated by applying the
Distribution Rate to the stated liquidation amount outstanding at the commencement of the Distribution Period on
the basis of the actual number of days in the Distribution Period concerned divided by 360.


          
“3-Month LIBOR” as used herein, means the London interbank offered interest rate for three-month U.S.
dollar deposits determined by the Debenture Trustee in the following order of priority:  (i) the rate
(expressed as a percentage per annum) for U.S. dollar deposits having a three-month maturity that appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date (“Telerate Page
3750” means the display designated as “Page 3750” on the Moneyline Telerate Service or such other
page as may replace Page 3750 on that service or such other service or services as may be nominated by the
British Bankers’ Association as the information vendor for the purpose of displaying London interbank
offered rates for U.S. dollar deposits); (ii) if such rate cannot be identified on the related Determination
Date, the Debenture Trustee will request the
principal London offices of four leading banks in the London interbank market to provide such banks’ offered
quotations (expressed as percentages per annum) to prime banks in the London interbank market for U.S. dollar
deposits having a three-month maturity as of 11:00 a.m. (London time) on such Determination Date.  If at
least two quotations are provided, 3-Month LIBOR will be the arithmetic mean of such quotations; (iii) if fewer
than two such quotations are provided as requested in clause (ii) above, the Debenture Trustee will request four
major New York City banks to provide such banks’ offered quotations (expressed as percentages per annum) to
leading European banks for loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination Date. 
If at least two such quotations are provided, 3-Month LIBOR will be the arithmetic mean of such quotations; and
(iv) if fewer than two such quotations are provided as requested in clause (iii) above, 3-Month LIBOR will be a
3-Month LIBOR determined with respect to the Distribution Period immediately preceding such current Distribution
Period.  If the rate for U.S. dollar deposits having a three-month maturity that initially appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination Date is superseded on the Telerate
Page 3750 by a corrected rate by 12:00 noon (London time) on such Determination Date, then the corrected rate as
so substituted on the applicable page will be the applicable 3-Month LIBOR for such Determination Date.


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


          All percentages
resulting from any calculations on the Capital 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)).


A-1-5









          Except as
otherwise described below, Distributions on the Capital Securities will be cumulative, will accrue from the date
of original issuance and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15
of each year or if any such day is not a Business Day, then the next succeeding Business Day (each such day, a
“Distribution Payment Date”) (it being understood that interest accrues for any such non-Business Day),
commencing on the Distribution Payment Date in September 2006.  The Debenture Issuer has the right under the
Indenture to defer payments of interest on the Debentures, so long as no Acceleration Event of Default has
occurred and is continuing, by extending the interest payment period for up to 20 consecutive quarterly periods
(each an “Extension Period”) at any time and from time to time on the Debentures, subject to the
conditions
described below, during which Extension Period no interest shall be due and payable.  During any Extension
Period, interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at
an annual rate equal to the Distribution Rate in effect for each such Extension Period, compounded quarterly from
the date such interest would have been payable were it not for the Extension Period, to the extent permitted by
law (such interest referred to herein as “Additional Interest”). No Extension Period may end on a date
other than a Distribution Payment Date. At the end of any such Extension Period, the Debenture Issuer shall pay
all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided,
however, that no Extension Period may extend beyond the Maturity Date.  Prior to the termination of any
Extension Period, the Debenture Issuer may further extend such period, provided that such period together with
all such
previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and
unpaid interest and Additional Interest, the Debenture Issuer may commence a new Extension Period, subject to the
foregoing requirements.  No interest or Additional Interest shall be due and payable during an Extension
Period, except at the end thereof, but each installment of interest that would otherwise have been due and
payable during such Extension Period shall bear Additional Interest.  During any Extension Period,
Distributions on the Capital Securities shall be deferred for a period equal to the Extension Period.  If
Distributions are deferred, the Distributions due shall be paid on the date that the related Extension Period
terminates, to Holders of the Securities as they appear on the books and records of the Trust on the record date
immediately preceding
such date. Distributions on the Securities must be paid on the dates payable (after giving effect to any
Extension Period) to the extent that the Trust has funds available for the payment of such distributions in the
Property Account of the Trust.  The Trust’s funds available for Distribution to the Holders of the
Securities will be limited to payments received from the Debenture Issuer.  The payment of Distributions out
of moneys held by the Trust is guaranteed by the Guarantor pursuant to the Guarantee.


          The Capital
Securities shall be redeemable as provided in the Declaration.


A-1-6









ASSIGNMENT

	
  
          FOR   VALUE
RECEIVED, the undersigned assigns and transfers this Capital Security   Certificate to: 
  
	
   
 	
   
 
	
   
 	
   
 
	
   
 	
  


  
	
   
 	
   
 
	
  
 
  	
  
(Insert assignee’s social   security or tax identification
number)
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
 
  
	
   
  	
  


  
	
  
 
  	
  
 
  
	
  
 
  	
  
(Insert address and zip   code of assignee) and irrevocably
appoints
  
	
  
 
  	
  
 
  
	
  
 
  	
  


  
	
  
 
  	
  
 
  
	
  
          agent   to transfer this Capital Security
Certificate on the books of   the Trust.  The agent may substitute   another to act for him or
her.
  





	
  
 
  	
  
Date:
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
Signature:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  


  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
          (Sign   exactly
as your name appears on the other side of this Capital Security Certificate)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Signature Guarantee:1
  





	
  


  
	
  
1 Signature must be guaranteed by an   “eligible guarantor
institution” that is a bank, stockbroker, savings and   loan association or credit union meeting the
requirements of the Security   registrar, which requirements include membership or participation in the
Securities Transfer Agents Medallion Program (“STAMP”) or such other   “signature guarantee
program” as may be determined by the Security registrar   in addition to, or in substitution for, STAMP, all
in accordance with the   Securities Exchange Act of 1934, as amended. 
  




A-1-7









EXHIBIT A-2


FORM OF COMMON SECURITY CERTIFICATE


          THIS COMMON
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION.


          THIS
CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH SECTION 8.1 OF THE DECLARATION. 

	
   
 	
  Certificate Number
C-1
  	
  
124   Common Securities 
  	
  
 
  




July 28, 2006


Certificate Evidencing Floating Rate Common Securities


of


EFSC Statutory Trust V


          EFSC Statutory
Trust V, a statutory trust created under the laws of the State of Delaware (the “Trust”), hereby
certifies that Enterprise Financial Services Corp. (the “Holder”) is the registered owner of common
securities of the Trust representing undivided beneficial interests in the assets of the Trust (the “Common
Securities”).  The Common Securities represented hereby are issued pursuant to, and the designation,
rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities shall in
all respects be subject to, the provisions of the Amended and Restated Declaration of Trust of the Trust dated as
of July 28, 2006, among Frank H. Sanfilippo and Deborah N. Barstow, as Administrators, Wilmington Trust Company,
as Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, Enterprise Financial Services Corp., as
Sponsor,
and the holders from time to time of undivided beneficial interest in the assets of the Trust including the
designation of the terms of the Common Securities as set forth in Annex I to such amended and restated
declaration, as the same may be amended from time to time (the “Declaration”).  Capitalized terms
used herein but not defined shall have the meaning given them in the Declaration.  The Holder is entitled to
the benefits of the Guarantee to the extent provided therein.  The Sponsor will provide a copy of the
Declaration, the Guarantee and the Indenture to the Holder without charge upon written request to the Sponsor at
its principal place of business.


          As set forth
in the Declaration, when an Event of Default has occurred and is continuing, the rights of Holders of Common
Securities to payment in respect of Distributions and payments upon Liquidation, redemption or otherwise are
subordinated to the rights of payment of Holders of the Capital Securities.


          Upon receipt of
this Certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder.


          By acceptance
of this Certificate, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as
indebtedness and the Common Securities as evidence of undivided beneficial ownership in the Debentures.


          This Common
Security is governed by, and construed in accordance with, the laws of the State of Delaware, without regard to
principles of conflict of laws.


A-2-1









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

	
   
 	
  
EFSC STATUTORY TRUST V
  
	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  
	
  
 
  	
  
By:
  	
  
 
  
	
  
 
  	
  
 
  	
  


  
	
  
 
  	
  
Name:
  	
  
 
  
	
  
 
  	
  
Title:
  	
  
Administrator
  




A-2-2









[FORM OF REVERSE OF COMMON SECURITY]


          Distributions
payable on each Common Security will be payable at an annual rate equal to 7.085% beginning on (and including)
the date of original issuance and ending on (but excluding) the Distribution Payment Date in September 2006 and
at an annual rate for each successive period beginning on (and including) the Distribution Payment Date in
September 2006, and each succeeding Distribution Payment Date, and ending on (but excluding) the next succeeding
Distribution Payment Date (each a “Distribution Period”), equal to 3-Month LIBOR, determined as
described below, plus 1.60% (the “Coupon Rate”), applied to the stated liquidation amount of $1,000.00
per Common Security, such rate being the rate of interest payable on the Debentures to be held by the
Institutional Trustee. Distributions in arrears will bear interest thereon compounded quarterly at the
Distribution Rate (to the
extent permitted by applicable law).  The term “Distributions” as used herein includes cash
distributions and any such compounded distributions unless otherwise noted.  A Distribution is payable only
to the extent that payments are made in respect of the Debentures held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available therefor.  As used herein, “Determination
Date” means the date that is two London Banking Days (i.e., a business day in which dealings in deposits in
U.S. dollars are transacted in the London interbank market) preceding the commencement of the relevant
Distribution Period.  The amount of the Distribution payable for any Distribution Period will be calculated
by applying the Distribution Rate to the stated liquidation amount outstanding at the commencement of the
Distribution Period on the basis of the actual number of days in the Distribution Period concerned divided by
360.


          “3-Month LIBOR” as used
herein, means the London interbank offered interest rate for three-month U.S. dollar deposits determined
by the Debenture Trustee in the following order of priority:  (i) the rate (expressed as a percentage per
annum) for U.S. dollar deposits having a three-month maturity that appears on Telerate Page 3750 as of
11:00 a.m. (London time) on the related Determination Date (“Telerate Page 3750” means the display
designated as “Page 3750” on the Moneyline Telerate Service or such other page as may replace Page 3750
on that service or such other service or services as may be nominated by the British Bankers’ Association as
the information vendor for the purpose of displaying London interbank offered rates for U.S. dollar deposits);
(ii) if such rate cannot be identified on the related Determination Date, the Debenture
Trustee will request the principal London offices of four leading banks in the London interbank market to provide
such banks’ offered quotations (expressed as percentages per annum) to prime banks in the London interbank
market for U.S. dollar deposits having a three-month maturity as of 11:00 a.m. (London time) on such
Determination Date.  If at least two quotations are provided, 3-Month LIBOR will be the arithmetic
mean of such quotations; (iii) if fewer than two such quotations are provided as requested in clause (ii) above,
the Debenture Trustee will request four major New York City banks to provide such banks’ offered quotations
(expressed as percentages per annum) to leading European banks for loans in U.S. dollars as of 11:00 a.m. (London
time) on such Determination Date.  If at least two such quotations are provided, 3-Month LIBOR will
be the arithmetic mean of such quotations; and (iv) if fewer than two such quotations are provided as requested
in
clause (iii) above, 3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
Distribution Period immediately preceding such current Distribution Period.  If the rate for U.S. dollar
deposits having a three-month maturity that initially appears on Telerate Page 3750 as of 11:00 a.m.
(London time) on the related Determination Date is superseded on the Telerate Page 3750 by a corrected rate by
12:00 noon (London time) on such Determination Date, then the corrected rate as so substituted on the applicable
page will be the applicable 3-Month LIBOR for such Determination Date.


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


          All percentages
resulting from any calculations on the Common 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)).


A-2-3









          Except as
otherwise described below, Distributions on the Common Securities will be cumulative, will accrue from the date
of original issuance and will be payable quarterly in arrears on March 15, June 15, September 15 and December 15
of each year or if any such day is not a Business Day, then the next succeeding Business Day (each such day, a
“Distribution Payment Date”) (it being understood that interest accrues for any such non-Business Day),
commencing on the Distribution Payment Date in September 2006. The Debenture Issuer has the right under the
Indenture to defer payments of interest on the Debentures, so long as no Acceleration Event of Default has
occurred and is continuing, by extending the interest payment period for up to 20 consecutive quarterly periods
(each an “Extension Period”) at any time and from time to time on the Debentures, subject to the
conditions described
below, during which Extension Period no interest shall be due and payable.  During any Extension Period,
interest will continue to accrue on the Debentures, and interest on such accrued interest will accrue at an
annual rate equal to the Distribution Rate in effect for each such Extension Period, compounded quarterly from
the date such interest would have been payable were it not for the Extension Period, to the extent permitted by
law (such interest referred to herein as “Additional Interest”). No Extension Period may end on a date
other than a Distribution Payment Date.  At the end of any such Extension Period, the Debenture Issuer shall
pay all interest then accrued and unpaid on the Debentures (together with Additional Interest thereon); provided,
however, that no Extension Period may extend beyond the Maturity Date.  Prior to the termination of any
Extension Period, the Debenture Issuer may further extend such period, provided that such period together with
all such
previous and further consecutive extensions thereof shall not exceed 20 consecutive quarterly periods, or extend
beyond the Maturity Date. Upon the termination of any Extension Period and upon the payment of all accrued and
unpaid interest and Additional Interest, the Debenture Issuer may commence a new Extension Period, subject to the
foregoing requirements. No interest or Additional Interest shall be due and payable during an Extension Period,
except at the end thereof, but each installment of interest that would otherwise have been due and payable during
such Extension Period shall bear Additional Interest.  During any Extension Period, Distributions on the
Common Securities shall be deferred for a period equal to the Extension Period.  If Distributions are
deferred, the Distributions due shall be paid on the date that the related Extension Period terminates, to
Holders of the Securities as they appear on the books and records of the Trust on the record date immediately
preceding such
date. Distributions on the Securities must be paid on the dates payable (after giving effect to any Extension
Period) to the extent that the Trust has funds available for the payment of such distributions in the Property
Account of the Trust. The Trust’s funds available for Distribution to the Holders of the Securities will be
limited to payments received from the Debenture Issuer.


          The Common
Securities shall be redeemable as provided in the Declaration.


A-2-4









ASSIGNMENT

	
   
 	
  
FOR VALUE   RECEIVED, the undersigned assigns and transfers this Common
Security   Certificate to: 
  	
   
 
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
__________________________________________________________________________________________________________________________________________  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
(Insert assignee’s social   security or tax identification
number)_______________________________________________________________________________________________________________
  	
  
 
  
	
   
 	
   
 	
   
 
	
   
 	
__________________________________________________________________________________________________________________________________________  	
   
 
	
   
 	
   
 	
   
 
	
   
 	
  (Insert address and zip   code of assignee) and
irrevocably appoints
  	
   
 





	
   
 	
  
_________________________________________________________________________________agent
  
	
   
 	
  
to transfer this Common   Security Certificate on the books of the
Trust.  The agent may substitute another to act for him or her.
  
	
   
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  
Date:
  	
  
 ________________________________________________
  	
  
 
  
	
  
 
  	
  
 
  	 
  	
  
 
  
	
  
 
  	
  
Signature:
  	
  
 ________________________________________________
  	
  
 
  
	
  
 
  	
  
 
  	 
  	
  
 
  
	
   
 	
  
(Sign exactly as your name   appears on the other side of this Common
Security Certificate)
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
Signature:
  	
  
 ________________________________________________
  	
  
 
  
	
   
 	
   
 	
   
 	
   
 
	
   
 	
  
(Sign exactly as your name   appears on the other side of this Common
Security Certificate)
  




          Signature
Guarantee2

	
  


  
	
  
2 Signature must be guaranteed by an   “eligible guarantor
institution” that is a bank, stockbroker, savings and   loan association or credit union, meeting the
requirements of the Security   registrar, which requirements include membership or participation in the
Securities Transfer Agents Medallion Program (“STAMP”) or such other   “signature guarantee
program” as may be determined by the Security registrar   in addition to, or in substitution for, STAMP, all
in accordance with the   Securities Exchange Act of 1934, as amended. 
  



A-2-5









EXHIBIT B


SPECIMEN OF INITIAL DEBENTURE


(See Document No. 17)


B-1









EXHIBIT C


PLACEMENT AGREEMENT


(See Document No. 1)


C-1