<SUBMISSION>
<ACCESSION-NUMBER>0000950131-02-002903
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20020630
<FILING-DATE>20020801
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ENTERPRISE FINANCIAL SERVICES CORP
<CIK>0001025835
<ASSIGNED-SIC>6022
<IRS-NUMBER>431706259
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-15373
<FILM-NUMBER>02717378
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>150 NORTH MERAMEC
<STREET2>150 NORTH MERAMEC
<CITY>CLAYTON
<STATE>MO
<ZIP>63105
<PHONE>3147255500
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>150 NORTH MERAMEC
<STREET2>150 NORTH MERAMEC
<CITY>CLAYTON
<STATE>MO
<ZIP>63105
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ENTERBANK HOLDINGS INC
<DATE-CHANGED>19961024
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>
<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended June 30, 2002

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from           to
                                    ---------    ---------

     Commission file number: 001-15373

                                   ----------

                       ENTERPRISE FINANCIAL SERVICES CORP
             (Exact Name of Registrant as Specified in its Charter)

            Delaware                                             43-1706259
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)

     150 North Meramec, Clayton, MO                                63105
(Address of Principal Executive Offices)                        (Zip Code)

        Registrant's telephone number, including area code: 314-725-5500

                                   ----------

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes [X] No [ ]

Indicate the number of shares outstanding of each of the Registrant's classes of
common stock as of July 1, 2002:

     Common Stock, $.01 par value---- 9,437,551 shares outstanding

================================================================================

<PAGE>

               ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements (unaudited):

      Consolidated Balance Sheets
      At June 30, 2002 and December 31, 2001.......................................1

      Consolidated Statements of Operations
      Three Months and Six Months Ended June 30, 2002 and 2001.....................2

      Consolidated Statements of Comprehensive Income
      Three Months and Six Months Ended June 30, 2002 and 2001.....................4

      Consolidated Statements of Cash Flows
      Six Months Ended June 30, 2002 and 2001......................................5

      Notes to Consolidated Financial Statements...................................6

   Item 2. Management's Discussion and Analysis of Financial Condition
           and Results of Operations..............................................11

   Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk ........23

PART II - OTHER INFORMATION

   Item 4. Submissions of Matters to a Vote of Security Holders.................II-1

   Item 6. Exhibits and Reports on Form 8-K.....................................II-2

   Signatures...................................................................II-3
</TABLE>

<PAGE>



                                 PART I - Item 1
               ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
                     Consolidated Balance Sheets (unaudited)

<TABLE>
<CAPTION>
                                                              At June 30,    At December 31,
                                                                 2002             2001
                                                              ------------   ---------------
<S>                                                           <C>             <C>
                         Assets
Cash and due from banks                                       $ 35,490,098    $ 32,178,155
Federal funds sold                                               9,166,870      48,624,680
Interest-bearing deposits                                          798,551       3,433,351
Investments in debt and equity securities:
   Available for sale, at estimated fair value                  40,826,823      45,952,142
   Held to maturity, at amortized cost (estimated fair
      value of $14,489 at June 30, 2002 and
      $116,633 at December 31, 2001)                                14,236         116,214
                                                              ------------    ------------
            Total investments in debt and equity securities     40,841,059      46,068,356
                                                              ------------    ------------
Loans held for sale                                              1,526,950       8,936,042
Loans, less unearned loan fees                                 704,999,997     642,053,483
   Less allowance for loan losses                                8,226,229       7,295,916
                                                              ------------    ------------
            Loans, net                                         696,773,768     634,757,567
                                                              ------------    ------------
Other real estate owned                                            125,000         138,000
Fixed assets, net                                                9,433,397       9,999,432
Accrued interest receivable                                      3,778,308       3,140,912
Goodwill                                                         2,087,537       2,087,537
Prepaid expenses and other assets                                8,052,818       5,885,531
                                                              ------------    ------------
            Total assets                                      $808,074,356    $795,249,563
                                                              ============    ============
               Liabilities and Shareholders' Equity
Deposits:
   Demand                                                     $139,849,189    $126,648,048
   Interest-bearing transaction accounts                        57,954,682      71,574,686
   Money market accounts                                       317,984,957     309,355,326
   Savings                                                       8,699,472       7,761,917
   Certificates of deposit:
      $100,000 and over                                        100,707,337      89,323,516
      Other                                                     94,434,752     109,689,672
                                                              ------------    ------------
            Total deposits                                     719,630,389     714,353,165
Guaranteed preferred beneficial interests in
   subordinated debentures                                      15,000,000      11,000,000
Federal Home Loan Bank advances                                 13,696,764      14,032,385
Notes payable                                                           --       1,366,667
Accrued interest payable                                         1,473,841       1,208,549
Accounts payable and accrued expenses                            3,108,666       1,392,194
                                                              ------------    ------------
            Total liabilities                                  752,909,660     743,352,960
                                                              ------------    ------------
Shareholders' equity:
   Common stock, $.01 par value; authorized
      20,000,000 shares; issued and outstanding
         9,437,551 shares at June 30, 2002 and
         9,270,667 shares at December 31, 2001                      94,376          92,707
   Surplus                                                      37,977,368      37,288,725
   Retained earnings                                            16,323,467      14,330,784
   Accumulated other comprehensive income                          769,485         184,387
                                                              ------------    ------------
            Total shareholders' equity                          55,164,696      51,896,603
                                                              ------------    ------------
            Total liabilities and shareholders' equity        $808,074,356    $795,249,563
                                                              ============    ============
</TABLE>

See accompanying notes to consolidated financial statements.

                                       1

<PAGE>

               ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
                Consolidated Statements of Operations (unaudited)

<TABLE>
<CAPTION>
                                                    Three months ended           Six months ended
                                                         June 30,                    June 30,
                                                 -------------------------   -------------------------
                                                     2002          2001          2002          2001
                                                 -----------   -----------   -----------   -----------
<S>                                              <C>           <C>           <C>           <C>
Interest income:
   Interest and fees on loans                    $10,963,836   $12,656,331   $21,425,740   $25,563,707
   Interest on debt securities:
      Taxable                                        373,042       467,297       818,082     1,251,412
      Nontaxable                                          --         4,708           917        10,465
   Interest on federal funds sold                     35,400       289,963       127,226       790,935
   Interest on interest-bearing deposits               5,444         6,613        22,576         8,417
   Dividends on equity securities                     14,640        30,813        27,284        74,666
                                                 -----------   -----------   -----------   -----------
            Total interest income                 11,392,362    13,455,725    22,421,825    27,699,602
                                                 -----------   -----------   -----------   -----------
Interest expense:
   Interest-bearing transaction accounts              68,817       139,028       137,228       317,968
   Money market accounts                           1,212,304     2,577,273     2,486,669     5,684,595
   Savings                                            22,159        45,494        42,879        91,432
   Certificates of deposit:
      $100,000 and over                              789,423     1,353,268     1,618,699     2,741,001
      Other                                        1,061,615     1,701,913     2,273,051     3,323,608
   Federal funds purchased                            27,620        77,621        27,933       140,846
   Federal Home Loan Bank borrowings                 177,736       124,427       361,836       207,864
   Notes payable                                      19,779            --        35,207            --
   Guaranteed preferred beneficial
      interests in subordinated debentures           262,607       261,372       521,107       513,951
                                                 -----------   -----------   -----------   -----------
            Total interest expense                 3,642,060     6,280,396     7,504,609    13,021,265
                                                 -----------   -----------   -----------   -----------
            Net interest income                    7,750,302     7,175,329    14,917,216    14,678,337
Provision for loan losses                            530,000       330,000     1,120,000       595,000
                                                 -----------   -----------   -----------   -----------
            Net interest income
               after provision for loan losses     7,220,302     6,845,329    13,797,216    14,083,337
                                                 -----------   -----------   -----------   -----------
Noninterest income:
   Service charges on deposit accounts               448,747       313,814       860,641       613,375
   Trust and financial advisory income               540,077       316,755     1,169,133       569,101
   Other service charges and fee income               83,351        80,688       173,784       196,457
   Gains on sale of mortgage loans                   284,906       332,786       645,243       512,809
   Gains on sale of securities                            --        52,559            --        82,246
   Recoveries and income (loss)
      from  Merchant Banc investments                 88,889        15,723        88,889       (22,906)
                                                 -----------   -----------   -----------   -----------
            Total noninterest income               1,445,970     1,112,325     2,937,690     1,951,082
                                                 -----------   -----------   -----------   -----------
Noninterest expense:
   Salaries                                        3,352,464     3,248,456     6,812,546     6,477,351
   Payroll taxes and employee benefits               690,283       719,926     1,379,929     1,351,730
   Occupancy                                         460,250       401,019       917,826       798,006
   Furniture and equipment                           254,853       244,281       506,843       461,770
   Data processing                                   259,550       242,689       512,594       538,903
   Amortization of goodwill                               --        47,641            --        95,283
   Other                                           1,349,506     1,183,000     2,869,855     2,565,383
                                                 -----------   -----------   -----------   -----------
            Total noninterest expense              6,366,906     6,087,012    12,999,593    12,288,426
                                                 -----------   -----------   -----------   -----------
            Income before income tax expense       2,299,366     1,870,642     3,735,313     3,745,993
Income tax expense                                   850,124       735,405     1,414,713     1,450,704
                                                 -----------   -----------   -----------   -----------
Net income                                       $ 1,449,242   $ 1,135,237   $ 2,320,600   $ 2,295,289
                                                 ===========   ===========   ===========   ===========
</TABLE>

See accompanying notes to unaudited consolidated financial statements

                                       2

<PAGE>

               ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
           Consolidated Statements of Operations (unaudited) continued

<TABLE>
<CAPTION>
                                        Three months ended          Six months ended
                                             June 30,                   June 30,
                                      -----------------------   -----------------------
                                         2002         2001         2002         2001
                                      ----------   ----------   ----------   ----------
<S>                                   <C>          <C>          <C>          <C>
Per share amounts:
   Basic earnings per share           $     0.15   $     0.12   $     0.25   $     0.25
      Basic weighted average common
         shares outstanding            9,399,560    9,178,233    9,349,433    9,147,928

   Diluted earnings per share         $     0.15   $     0.12   $     0.24   $     0.24
      Diluted weighted average
         common shares outstanding     9,575,650    9,611,136    9,576,225    9,630,369
</TABLE>

----------
See accompanying notes to unaudited consolidated financial statements

                                       3

<PAGE>

               ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
           Consolidated Statements of Comprehensive Income (unaudited)

<TABLE>
<CAPTION>
                                                 Three months ended June 30,   Six months ended June 30,
                                                 ---------------------------   -------------------------
                                                      2002         2001           2002          2001
                                                 ------------   ------------   -----------   -----------
<S>                                               <C>            <C>            <C>           <C>
Net income                                        $1,449,242     $1,135,237     $2,320,600    $2,295,289
Other comprehensive income (loss), before tax
   Unrealized gain on investment securities
      arising during the period, net of tax          163,944         19,062         24,758        83,910
   Less: reclassification adjustment for
         realized gains included in net
         income, net of tax                               --         34,689             --        54,282
   Unrealized gain on cash flow type
         derivative instruments arising during       786,060             --        560,340            --
         the period, net of tax
                                                  ----------     ----------     ----------    ----------
 Total other comprehensive income (loss),
      net of tax                                     950,004        (15,627)       585,098        29,628
                                                  ----------     ----------     ----------    ----------
 Total comprehensive income                       $2,399,246     $1,119,610     $2,905,698    $2,324,917
                                                  ==========     ==========     ==========    ==========
</TABLE>

----------
See accompanying notes to unaudited consolidated financial statements

                                       4

<PAGE>

               ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (unaudited)

<TABLE>
<CAPTION>
                                                                                  Six months ended June 30,
                                                                                 ---------------------------
                                                                                     2002           2001
                                                                                 ------------   ------------
<S>                                                                              <C>            <C>
Cash flows from operating activities:
   Net income                                                                    $  2,320,600   $  2,295,289
   Adjustments to reconcile net income to net cash
      provided by operating activities:
         Depreciation and amortization                                                871,158        768,449
         Provision for loan losses                                                  1,120,000        595,000
         Net amortization (accretion) of debt and equity securities                   388,346        (55,336)
         Gain on sale of available for sale investment securities                          --        (82,246)
         (Recovery on) loss from Merchant Banc investments                            (88,889)        22,906
         Mortgage loans originated                                                (29,149,314)   (46,341,528)
         Proceeds from mortgage loans sold                                         37,203,649     40,452,278
         Gain on sale of mortgage loans                                              (645,243)      (512,809)
         Noncash compensation expense attributed to stock option grants               103,262         99,205
         (Increase) decrease in accrued interest receivable                          (637,396)       824,126
         Increase (decrease) in accrued interest payable                              265,292        (77,410)
         Other, net                                                                   237,661       (802,362)
                                                                                 ------------   ------------
            Net cash provided (used in) by operating activities                    11,989,126     (2,814,438)
                                                                                 ------------   ------------
Cash flows from investing activities:
   Purchases of available for sale debt and equity securities                     (16,387,077)   (10,143,108)
   Purchases of held to maturity debt securities                                           --       (101,195)
   Proceeds from sale of available for sale debt securities                                --      2,517,209
   Proceeds from maturities and principal paydowns on available for sale
      debt and equity securities                                                   21,162,540     31,505,215
   Proceeds from maturities and principal paydowns on held to maturity
      debt securities                                                                 100,000        300,000
   Proceeds from redemption of FHLB stock                                               1,000             --
   Net increase in loans                                                          (63,210,415)   (60,156,694)
   Recoveries of loans previously charged off                                          39,214         44,736
   Proceeds from sale of fixed assets                                                  15,578         15,300
   Purchases of fixed assets                                                         (324,702)    (1,392,482)
   Investment in Enterprise Merchant Banc LLC                                              --        (35,000)
                                                                                 ------------   ------------
            Net cash used in investing activities                                 (58,603,862)   (37,446,019)
                                                                                 ------------   ------------
Cash flows from financing activities:
   Net increase (decrease) in non-interest bearing deposit accounts                13,201,141     (2,211,595)
   Net (decrease) increase in interest bearing deposit accounts                    (7,923,917)    17,855,816
   Decrease in federal funds purchased                                                     --     (1,225,000)
   Maturities and paydowns of Federal Home Loan Bank advances                      (3,035,621)       (41,420)
   Paydowns of notes payable                                                       (2,366,667)            --
   Proceeds from borrowings of Federal Home Loan Bank advances                      2,700,000      8,000,000
   Proceeds from borrowings of notes payable                                        1,000,000             --
   Proceeds from sale of guaranteed preferred beneficial interest in
      subordinated debentures                                                       4,000,000             --
   Cash dividends paid                                                               (327,917)      (275,456)
   Proceeds from the exercise of common stock options                                 587,050      1,054,036
                                                                                 ------------   ------------
            Net cash provided by financing activities                               7,834,069     23,156,381
                                                                                 ------------   ------------
            Net decrease in cash and cash equivalents                             (38,780,667)   (17,104,076)
Cash and cash equivalents, beginning of period                                     84,236,186     84,276,370
                                                                                 ------------   ------------
Cash and cash equivalents, end of period                                         $ 45,455,519   $ 67,172,294
                                                                                 ============   ============
Supplemental disclosures of cash flow information: Cash paid during the period
   for:
      Interest                                                                   $  7,239,317   $ 13,098,675
      Income taxes                                                                  1,079,100      3,389,300
                                                                                 ============   ============
   Noncash transactions:
      Transfers to other real estate owned in settlement of loans                      35,000             --
      Loans made to facilitate sale of other real estate owned                             --         28,680
                                                                                 ============   ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       5

<PAGE>

ENTERPRISE FINANCIAL SERVICES CORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements

(1)  Basis of Presentation

     The accompanying consolidated financial statements have been prepared in
     accordance with accounting principles generally accepted in the United
     States of America for interim financial information and with the
     instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not
     include all information and footnotes required by accounting principles
     generally accepted in the United States of America for complete
     consolidated financial statements. The accompanying consolidated financial
     statements of Enterprise Financial Services Corp and subsidiaries (the
     "Company" or "Enterprise Financial") are unaudited and should be read in
     conjunction with the consolidated financial statements and notes thereto
     contained in the Company's Annual Report on Form 10-K for the year ended
     December 31, 2001. In the opinion of management, all adjustments consisting
     of normal recurring accruals considered necessary for a fair presentation
     of the results of operations for the interim periods presented herein have
     been included. Operating results for the three and six month periods ended
     June 30, 2002 are not necessarily indicative of the results that may be
     expected for any other interim period or for the year ending December 31,
     2002. The consolidated financial statements include the accounts of
     Enterprise Financial Services Corp (which changed its name from Enterbank
     Holdings, Inc. on April 29, 2002) and its subsidiaries. All significant
     intercompany accounts and transactions have been eliminated.

     Certain amounts in the consolidated financial statements for the year ended
     December 31, 2001 have been reclassified to conform to the 2002
     presentation. Such reclassifications had no effect on previously reported
     consolidated net income or shareholders' equity.

(2)  Segment Disclosure

     Management segregates the Company into three distinct businesses for
     evaluation purposes. The three segments are the Bank, Enterprise Trust and
     Corporate, Intercompany and Reclassifications. The segments are evaluated
     separately on their individual performance, as well as, their contribution
     to the Company as a whole.

     The Corporate, Intercompany, and Reclassifications segment includes the
     holding company and trust preferred securities activities. The Company
     incurs general corporate expenses and owns Enterprise Banking.

     The majority of the Company's assets and income result from Enterprise
     Banking (the "Bank"). The Bank consists of three banking branches and an
     operations center in the St. Louis County area, two banking branches in the
     Kansas City region and three banking branches in the Southeast Kansas
     region. The products and services offered by the Banking branches include a
     broad range of commercial and personal banking services, including
     certificates of deposit, individual retirement and other time deposit
     accounts, checking and other demand deposit accounts, interest checking
     accounts, savings accounts and money market accounts. Loans include
     commercial, financial and agricultural, real estate construction and
     development, commercial and residential real estate, consumer and
     installment loans. Other financial services include mortgage banking, debit
     and credit cards, automatic teller machines, internet account access, safe
     deposit boxes, and treasury management services.

     Enterprise Trust, which is a division of the Bank, provides fee-based
     personal and corporate financial consulting and trust services. Personal
     financial consulting includes estate planning, investment management, and
     retirement planning. Corporate consulting services are focused in the areas
     of retirement plans, management compensation and management succession
     issues.

The following are the financial results and balance sheet information for the
Company's operating segments as of and for

                                       6

<PAGE>

the three and six month periods ended June 30, 2002 and 2001 (unaudited):

<TABLE>
<CAPTION>
                                                                      Corporate,
                                                                       Intercompany,
                                          Enterprise    Enterprise         and
Balance sheet information:                 Banking        Trust      Reclassifications       Total
                                         ------------   ----------   -----------------   ------------
<S>                                      <C>               <C>         <C>               <C>
June 30, 2002
-------------
Loans, less unearned loan fees            704,999,997       --                  --        704,999,997
Deposits                                  721,894,666       --          (2,264,277)       719,630,389
Borrowings                                 13,696,764       --          15,000,000         28,696,764
Total assets                             $805,925,276      $--         $ 2,149,080       $808,074,356
                                         ============      ===         ===========       ============

June 30, 2001
-------------
Loans, less unearned loan fees            616,098,416       --                  --        616,098,416
Deposits                                  648,970,190       --            (888,532)       648,081,658
Borrowings                                 11,855,887       --          17,068,592         28,924,479
Total assets                             $731,451,512      $--         $ 5,447,473       $736,898,985
                                         ============      ===         ===========       ============
</TABLE>

                                       7

<PAGE>

<TABLE>
<CAPTION>
                                                                         Corporate,
                                                                       Intercompany,
                                          Enterprise    Enterprise         and
Income statement information:               Banking       Trust      Reclassifications      Total
                                          -----------   ----------   -----------------   -----------
<S>                                       <C>           <C>             <C>              <C>
Three months ended June 30, 2002
--------------------------------
Net interest income                       $ 8,032,687   $       --      $  (282,385)     $ 7,750,302
Provision for loan losses                     530,000           --               --          530,000
Noninterest income                            817,002      540,077           88,891        1,445,970
Noninterest expense                       $ 5,029,340      722,774          614,792        6,366,906
                                          -----------   ----------      -----------      -----------
Income (loss) before income tax expense     3,290,349     (182,697)        (808,286)       2,299,366
Income tax expense (benefit)                1,167,871      (67,598)        (250,149)         850,124
                                          -----------   ----------      -----------      -----------
Net income (loss)                         $ 2,122,478   $ (115,099)     $  (558,137)     $ 1,449,242
                                          ===========   ==========      ===========      ===========

Three months ended June 30, 2001
--------------------------------
Net interest income                       $ 7,436,700   $       --      $  (261,371)     $ 7,175,329
Provision for loan losses                     330,000           --               --          330,000
Noninterest income                            819,847      316,755          (24,277)       1,112,325
Noninterest expense                         5,205,696      634,589          246,727        6,087,012
                                          -----------   ----------      -----------      -----------
Income (loss) before income tax expense     2,720,851     (317,834)        (532,375)       1,870,642
Income tax expense (benefit)                1,082,432     (126,810)        (220,217)         735,405
                                          -----------   ----------      -----------      -----------
Net income (loss)                         $ 1,638,419   $ (191,024)     $  (312,158)     $ 1,135,237
                                          ===========   ==========      ===========      ===========

Six months ended June 30, 2002
------------------------------
Net interest income                       $15,473,530   $       --      $  (556,314)     $14,917,216
Provision for loan losses                   1,120,000           --               --        1,120,000
Noninterest income                          1,696,862    1,169,133           71,695        2,937,690
Noninterest expense                        10,472,452    1,382,323        1,144,818       12,999,593
                                          -----------   ----------      -----------      -----------
Income (loss) before income tax
expense                                     5,577,940     (213,190)      (1,629,437)       3,735,313
Income tax expense (benefit)                2,042,874      (78,880)        (549,281)       1,414,713
                                          -----------   ----------      -----------      -----------
Net income (loss)                          $3,535,066   $ (134,310)     $(1,080,156)     $ 2,320,600
                                          ===========   ==========      ===========      ===========

Six months ended June 30, 2001
------------------------------
Net interest income                       $15,191,011   $       --      $  (512,674)     $ 4,678,337
Provision for loan losses                     595,000           --               --          595,000
Noninterest income                          1,404,887      569,101          (22,906)       1,951,082
Noninterest expense                        10,397,872    1,234,305          656,249       12,288,426
                                          -----------   ----------      -----------      -----------
Income (loss) before income tax
expense                                     5,603,026     (665,204)      (1,191,829)       3,745,993
Income tax expense (benefit)                2,176,034     (253,952)        (471,378)       1,450,704
                                          -----------   ----------      -----------      -----------
Net income (loss)                         $ 3,426,992   $ (411,252)     $  (720,451)     $ 2,295,289
                                          ===========   ==========      ===========      ===========
</TABLE>

                                       8

<PAGE>

(3)  Derivative Instruments and Hedging Activities

The Company began utilizing derivative instruments to assist in the management
of interest rate sensitivity and to modify the repricing, maturity and option
characteristics of certain assets and liabilities in the first quarter of 2002.
The Company uses such derivative instruments solely to reduce its interest rate
exposure. The following is a summary of the Company's accounting policies for
derivative instruments and hedging activities under Statement of Financial
Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended.

Interest Rate Swap Agreements - Cash Flow Hedges. Interest rate swap agreements
designated as cash flow hedges are accounted for at fair value. The effective
portion of the change in the cash flow hedge's gain or loss is initially
reported as a component of other comprehensive income net of taxes and
subsequently reclassified into noninterest income when the underlying
transaction affects earnings. The ineffective portion of the change in the cash
flow hedge's gain or loss is recorded in earnings on each quarterly measurement
date. The swap agreements are accounted for on an accrual basis with the net
interest differential being recognized as an adjustment to interest income or
interest expense of the related asset or liability. For the three and six months
ended June 30, 2002, a net interest differential of $255,689 and $435,834,
respectively was included in interest income on loans.

Interest Rate Swap Agreements - Fair Value Hedges. Interest rate swap agreements
designated as fair value hedges are accounted for at fair value. Changes in the
fair value of the swap agreements are recognized currently in noninterest
income. The change in the fair value on the underlying hedged item attributable
to the hedged risk adjusts the carrying amount of the underlying hedged item and
is also recognized currently in noninterest income. All changes in fair value
are measured on a quarterly basis. The swap agreement is accounted for on an
accrual basis with the net interest differential being recognized as an
adjustment to interest income or interest expense of the related asset or
liability. For the three and six months ended June 30, 2002, a net interest
differential of $39,726 decreased interest expense on certificates of deposit.

(4)  New Accounting Standards

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Account Standards (SFAS) No. 142 - Goodwill and other Intangible
Assets. SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
SFAS No. 142 also requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with SFAS No. 144 -
Accounting for the Impairment or Disposal of Long-Lived Assets as discussed
below. The amortization of goodwill ceased upon adoption of SFAS No. 142, which
for the calendar year-end companies was January 1, 2002.

On January 1, 2002, the Company adopted SFAS No. 142. At the date of adoption,
the company had unamortized goodwill of $2,087,537, which was subject to the
transition provisions of SFAS No. 142. Under SFAS No. 142, goodwill will no
longer be amortized, but instead will be tested annually for impairment
following existing methods of measuring and recording impairment losses. The
Company recently completed the testing for the goodwill and found no impairment.

Amortization expense related to goodwill was $0 and $47,641 for the three months
ended June 30, 2002 and 2001 respectively, $0 and $95,283 for the six months
ended June 30, 2002 and 2001 respectively, and $190,567 for the year ended
December 31, 2001. The goodwill intangible asset is reflected in the Enterprise
Banking segment.

The adoption of SFAS No. 142 had no impact on the basic or diluted earnings per
share reported for the Company for the three and six months ended June 30, 2002
and 2001.

                                       9

<PAGE>

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets which addresses financial accounting and reporting
for the impairment or disposal of long-lived assets. While SFAS No. 144
supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of, it retains many of the fundamental
provisions of that statement. SFAS No. 144 also supersedes the accounting and
reporting provisions of APB Opinion No. 30, Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transaction, for
the disposal of a segment of a business. However, it retains the requirement in
Opinion No. 30 to report separately discontinued operations and extends that
reporting to a component of an entity that either has been disposed of (by sale,
abandonment, or in a distribution to owners) or is classified as held for sale.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001 and
interim financial periods within those fiscal years. The adoption of this
statement did not have a material effect on the Company's consolidated financial
statements.

(5)  Trust Preferred Securities

On June 28, 2002, EFSC Capital Trust I ("EFSC Trust"), a newly-formed Delaware
business trust and subsidiary of the Company issued 4,000 floating rate Trust
Preferred Securities ("Preferred Securities") at $1,000 per share to a Trust
Preferred Securities Pool. The floating rate is equal to the three month LIBOR
rate plus 3.65%, and reprices quarterly. The Preferred Securities are fully
irrevocably and unconditionally guaranteed on a subordinated basis by the
Company. The proceeds of the Preferred Securities were invested in junior
subordinated debentures of the Company. The net proceeds to the Company from the
sale of the junior subordinated debentures, after deducting underwriting
commissions and estimated offering expenses, were approximately $3.92 million.
Distributions on the Preferred Securities will be payable quarterly on March 30,
June 30, September 30 and December 30 of each year that the Preferred Securities
are outstanding, commencing September 30, 2002. The Preferred Securities will be
classified as long term debt, while the distributions will be recorded as
interest expense in the Company's consolidated financial statements.

A portion of the proceeds from the offering were used to repay the $2.3 million
of outstanding indebtedness with the remaining available for cash operating
expenses at the holding company level. The Company currently has $7 million
available under its revolving credit facility and uses it for general corporate
purposes, including investments from time to time in the Bank in the form of
additional capital.

(6)  Management Change

Effective July 1, 2002, Kevin C. Eichner, the Vice Chairman of the Board of
Directors since inception of the Company, was named President and Chief
Executive Officer. Fred Eller, the former President and Chief Executive Officer,
will remain with the Company during a transition period until September 30,
2002, after which the Company expects Mr. Eller to continue serving as a
Director.

                                       10

<PAGE>

                 Item 2: Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Readers should note that in addition to the historical information contained
herein, some of the information in this report contains forward-looking
statements within the meaning of the federal securities laws. Forward-looking
statements typically are identified with use of terms such as "may," "will,"
"expect," "anticipate," "estimate" and similar words, although some
forward-looking statements are expressed differently. You should be aware that
Enterprise Financial Services Corp's actual results could differ materially from
those contained in the forward-looking statements due to a number of factors,
including burdens imposed by federal and state regulation of banks, credit risk,
exposure to local economic conditions, risks associated with rapid increase or
decrease in prevailing interest rates and competition from banks and other
financial institutions, all of which could cause Enterprise Financial Services
Corp's actual results to differ from those set forth in the forward-looking
statements.

                                  Introduction

This discussion summarizes the significant factors affecting the consolidated
financial condition, results of operations, liquidity and cash flows of the
Company for the three and six month periods ended June 30, 2002 compared to the
three and six month periods ended June 30, 2001 and the year ended December 31,
2001. This discussion should be read in conjunction with the consolidated
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 2001.

                              Financial Condition

Total assets at June 30, 2002 were $808 million, an increase of $13 million, or
2%, over total assets of $795 million at December 31, 2001. Loans and leases,
net of unearned loan fees, were $705 million, an increase of $63 million, or
10%, over total loans and leases of $642 million at December 31, 2001. The
increase in loans is attributed, in part, to the success of the efforts of the
Company's relationship officers. Federal funds sold, interest-bearing deposits
and investment securities were $51 million, a decrease of $47 million, or 48%,
from total federal funds sold, interest-bearing deposits and investment
securities of $98 million at December 31, 2001. The decrease resulted primarily
from the shift in earning assets from short-term investments into loans during
the first six months of 2002.

Total deposits at June 30, 2002 were $720 million, an increase of $6 million, or
1%, over total deposits of $714 million at December 31, 2001.

Total shareholders' equity at June 30, 2002 was $55.2 million, an increase of
$3.3 million, or 6%, over total shareholders' equity of $51.9 million at
December 31, 2001. The increase in equity is due to net income of $2.3 million
for the six months ended June 30, 2002, a $585,000 increase in accumulated other
comprehensive income, and the exercise of incentive stock options by employees,
less dividends paid to shareholders.

Results of Operations

Net income was $1,449,242 for the three month period ended June 30, 2002, an
increase of 28% compared to net income of $1,135,237 for the same period in
2001. Net income was $2,320,600 for the six month period ended June 30, 2002, an
increase of 1.0% over net income of $2,295,289 for the same period in 2001. The
increase in net income for the three months ended June 30, 2002 is attributable
to an increase in the net interest income and an increase in noninterest

                                       11

<PAGE>

income offset by an increase in noninterest expense and provision expense. Basic
earnings per share for the three month periods ended June 30, 2002 and 2001 were
$0.15 and $0.12, respectively. Diluted earnings per share for the three month
periods ended June 30, 2002 and 2001 were $0.15 and $0.12, respectively. Basic
earnings per share for the six month periods ended June 30, 2002 and 2001 were
$0.25 and $0.25, respectively. Diluted earnings per share for the six month
periods ended June 30, 2002 and 2001 were $0.24 and $0.24, respectively.

Net Interest Income

Net interest income (on a tax equivalent basis) was $7.8 million, or 4.16%, of
average interest-earning assets, for the three months ended June 30, 2002,
compared to $7.2 million, or 4.30%, of average earning assets, for the same
period in 2001. The $609,000 increase in net interest income for the three
months ended June 30, 2002 as compared to the same period in 2001 was the result
of an increase in average interest-earning assets and a decrease in the interest
rates on average interest-bearing liabilities offset by a decrease in interest
rates of average interest-earning assets and an increase in average
interest-bearing liabilities. Average interest-earning assets for the three
months ended June 30, 2002 were $752 million, an $80 million, or 12%, increase
over $672 million, during the same period in 2001. The increase in average
interest-earning assets is attributable to the continued calling efforts of the
Company's relationship officers. The yield on average interest-earning assets
decreased to 6.11% for the three month period ended June 30, 2002 compared to
8.05% for the three month period ended June 30, 2001. The decrease in asset
yield was primarily due to a 200 basis point decrease in the prime rate since
June 30, 2001 and a general decrease in the average yield on new fixed rate
loans and investment securities. Average interest-bearing liabilities increased
to $606 million for the three months ended June 30, 2002 from $560 million for
the same period in 2001. The increase in interest-bearing transaction accounts,
money market accounts and certificates of deposit is attributed to continued
calling efforts of the Company's relationship officers. The cost of
interest-bearing liabilities decreased to 2.41% for the three months ended June
30, 2002 compared to 4.50% for the same period in 2002. This decrease is
attributed mainly to declines in market interest rates for all sources of
funding.

                                       12

<PAGE>

The following table sets forth, on a tax-equivalent basis, certain information
relating to the Company's average balance sheet and reflects the average yield
earned on interest-earning assets, the average cost of interest-bearing
liabilities and the resulting interest spread and net interest rate margin for
the three month periods ended June 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                      Three Months Ended June 30,
                                         -----------------------------------------------------------------------------------
                                                           2002                                        2001
                                         ----------------------------------------   ----------------------------------------
                                                    Percent    Interest   Average              Percent    Interest   Average
                                         Average    of Total   Income/    Yield/    Average    of Total   Income/    Yield/
                                         Balance    Assets     Expense    Rate      Balance     Assets    Expense     Rate
                                         --------   --------   --------   -------   --------   --------   --------   -------
                                                                      (Dollars in Thousands)
<S>                                      <C>         <C>        <C>        <C>      <C>         <C>        <C>        <C>
Assets
Interest-earning assets:
   Loans (1)(2)                          $699,697     88.39%    $11,020    6.32%    $610,342     85.91%    $12,675    8.33%
   Taxable investments in debt
      and equity securities                41,946      5.30         388    3.71       32,934      4.64         498    6.07
                                                                                                   24
   Non-taxable investments in debt
      and equity securities (2)                --        --          --      --          350                     7    8.18
                                                                                                 0.05
   Federal funds sold                       9,312      1.18          35    1.51       27,252      3.84         290    4.27
   Interest-bearing deposits                  817      0.10           5    2.45          717      0.10           7    3.70
                                         --------    ------     -------             --------    ------     -------
Total interest-earning assets             751,772     94.97     $11,448    6.11%     671,595    94.54      $13,477    8.05%

Non interest-earning assets:
   Cash and due from banks                 25,912      3.27                           22,934      3.22
    Fixed assets, net                       9,688      1.22                            9,319      1.31
   Prepaid expenses and other assets       12,262      1.55                           13,871      1.95
   Allowance for loan losses               (8,062)    (1.01)                          (7,339)    (1.02)
                                         --------    ------                         --------    ------
   Total assets                          $791,572    100.00%                        $710,380    100.00%
                                         ========    ======                         ========    ======

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
   Interest-bearing transaction
   accounts                              $ 59,578      7.53%    $    69    0.46%    $ 51,009      7.18%    $   139    1.09%
   Money market accounts                  312,387     39.46       1,212    1.56      272,379     38.34       2,577    3.80
   Savings                                  8,809      1.11          22    1.00        7,409      1.04          46    2.46
   Certificates of deposit                192,115     24.27       1,851    3.86      202,522     28.51       3,055    6.05
   Guaranteed preferred beneficial
      interest in subordinated
         debentures                        11,132      1.41         263    9.48       11,000      1.55         261    9.53
   Borrowed funds                          21,641      2.73         225    4.17       15,767      2.22         202    5.14
                                         --------    ------     -------             --------    ------     -------
Total interest-bearing liabilities        605,662     76.51       3,642    2.41      560,086     78.84       6,280    4.50
Noninterest-bearing liabilities:
   Demand deposits                        127,281     16.08                           91,500     12.88
   Other liabilities                        4,720      0.60                            2,701      0.38
                                         --------    ------                         --------    ------
   Total liabilities                      737,663     93.19                          654,287     92.10
   Shareholders' equity                    53,909      6.81                           56,093      7.90
                                         --------    ------                         --------    ------
   Total liabilities and
   shareholders' equity                  $791,572    100.00%                        $710,380    100.00%
                                         ========    ======                         ========    ======
Net interest income                                             $ 7,806                                    $ 7,197
                                                                =======                                    =======
Net interest spread                                                        3.70                                       3.55
Net interest rate margin(3)                                                4.16%                                      4.30%
                                                                           ====                                       ====
</TABLE>

(1)  Average balances include non-accrual loans. The income on such loans is
     included in interest income but is recognized only upon receipt. The income
     on such loans is included in interest but is recognized only upon receipt.
     Loan fees included in interest income are approximately $394,000 and
     $342,000 for the three months ended June 30, 2002 and 2001, respectively.
(2)  Non-taxable investment income is presented on a fully tax-equivalent basis
     assuming a tax rate of 34%.
(3)  Net interest income divided by average total interest-earning assets.

Net interest income, presented on a tax equivalent basis, was $15.0 million, or
4.04% of average interest-earning assets, for the six months ended June 30,
2002, compared to $14.7 million, or 4.49% of average interest-earning assets,
for the same period in 2001. The $276,000 increase in net interest income for
the six months ended June 30, 2002 as compared to the same period in 2001 was
the result of an increase in average interest-earning assets and a decrease in
the interest rates on average interest-bearing liabilities offset by a decrease
in the interest rates of average interest earning assets and

                                       13

<PAGE>

an increase in average interest-bearing liabilities. Average interest-earning
assets for the six months ended June 30, 2002 were $748 million, an $87 million,
or 13%, increase over $661 million during the same period in 2001. The increase
in interest-earning assets is attributable to the continued calling efforts of
the Company's relationship officers. The yield on average interest-earning
assets decreased to 6.07% for the six month period ended June 30, 2002 compared
to 8.46% for the same period ended June 30, 2001. The decrease in asset yield
was primarily due to decreases in the prime rate and a general decrease in the
average yield on loans and investment securities. Average interest-bearing
liabilities increased $55 million, or 10%, to $607 million, for the six months
ended June 30, 2002 from $552 million for the same period in 2001. The increase
in interest-bearing transaction accounts and money market accounts is attributed
to continued calling efforts of the Company's relationship officers. The cost of
interest-bearing liabilities decreased to 2.49% for the six months ended June
30, 2002 compared to 4.76% for the same period in 2001. This decrease is
attributed mainly to declines in market interest rates for all sources of
funding.

                                       14

<PAGE>

     The following table sets forth, on a tax-equivalent basis, certain
     information relating to the Company's average balance sheet and reflects
     the average yield earned on interest-earning assets, the average cost of
     interest-bearing liabilities and the resulting net interest spread and rate
     margin for the six month periods ended June 30, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                              Six Months Ended June 30,
                                                -----------------------------------------------------------------------------------
                                                                   2002                                      2001
                                                ----------------------------------------   ----------------------------------------
                                                           Percent    Interest   Average              Percent    Interest   Average
                                                Average    of Total   Income/    Yield/    Average    of Total   Income/    Yield/
                                                Balance    Assets     Expense     Rate     Balance     Assets    Expense     Rate
                                                --------   --------   --------   -------   --------   --------   --------   -------
<S>                                             <C>          <C>       <C>         <C>     <C>          <C>      <C>        <C>
Assets                                                                      (Dollars in Thousands)
Interest-earning assets:
   Loans (1)(2)                                 $684,183     87.00%    $21,507     6.34%   $589,384     84.30%   $25,602     8.76%
   Taxable investments in debt
      and equity securities                       44,919      5.71         845     3.79      38,699      5.53      1,326     6.91
   Non-taxable investments in debt
      and equity securities (2)                       37        --           1     5.45         409      0.06         16     7.82
   Federal funds sold                             16,649      2.12         127     1.54      32,218      4.61        791     4.95
   Interest-earning deposits                       2,252      0.29          23     2.06         461      0.07          8     3.68
                                                --------    ------     -------             --------    ------    -------
Total interest-earning assets                    748,040     94.12      22,503     6.07%    661,171     94.57    $27,743     8.46
Noninterest-earning assets:
   Cash and due from banks                        25,114      3.19                           22,524      3.22
   Fixed assets, net                               9,820      1.25                            9,107      1.30
   Prepaid expenses and other assets              11,267      1.43                           13,586      1.94
   Allowance for possible loan losses             (7,817)    (0.99)                          (7,282)    (1.03)
                                                --------    ------                         --------    ------
   Total assets                                 $786,424    100.00%                        $699,106    100.00%
                                                ========    ======                         ========    ======
Liabilities and Shareholders' Equity
Interest-bearing liabilities:
   Interest-bearing  transaction accounts       $ 62,919      8.00%    $   137     0.44%    $52,392      7.49%   $   318    $1.22%
   Money market accounts                         314,871     40.04       2,487     1.59     269,885     38.60      5,684     4.25
   Savings                                         8,570      1.09          43     1.01       7,316      1.05         91     2.52
   Certificates of deposit                       191,428     24.34       3,892     4.10     197,182     28.20      6,065     6.20
   Guaranteed preferred beneficial
      interests in subordinated debentures        11,066      1.41         521     9.49      11,000      1.57        514     9.42
   Borrowed funds                                 18,497      2.35         425     4.63      13,771      1.97        349     5.11
                                                --------    ------     -------             --------    ------    -------
Total interest-bearing liabilities               607,351     77.23       7,505     2.49     551,546     78.88    $13,021    $4.76
Noninterest-bearing liabilities:
   Demand deposits                               121,542     15.46                           89,353     12.79
   Other liabilities                               4,099      0.52                            2,784      0.40
                                                --------    ------                         --------    ------
   Total liabilities                             732,992     93.21                          643,683     92.07
   Shareholders' equity                           53,432      6.79                           55,423      7.93
                                                --------    ------                         --------    ------
   Total liabilities and shareholders' equity   $786,424    100.00%                        $699,106    100.00%
                                                ========    ======                         ========    ======
Net interest income                                                    $14,998                                   $14,722
                                                                       =======                                   =======
Net interest spread                                                                3.58                                      3.70
Net interest rate margin (3)                                                       4.04%                                     4.49%
                                                                                   ====                                     =====
</TABLE>

(1)  Average  balances  include  non-accrual  loans. The income on such loans is
     included  in  interest  but is  recognized  only  upon  receipt.  Loan fees
     included in interest  income are  approximately  $731,000  and $690,000 for
     2002 and 2001, respectively.
(2)  Non-taxable  investment income is presented on a fully tax-equivalent basis
     assuming a tax rate of 34%.
(3)  Net interest income divided by average total interest-earning assets.

During the three months ended June 30, 2002, an increase in the average volume
of interest-earning assets resulted in an increase in interest income of
$1,668,000. Interest income decreased $3,697,000 due to a decrease in rates on
average interest-earning assets. Increases in the average volume of
interest-bearing transaction accounts, savings and money market accounts, and
borrowed funds resulted in an increase in interest expense of $281,000. Changes
in interest rates on the average volume of interest-bearing liabilities resulted
in a decrease in interest expense of $2,919,000. The net effect of the volume
and rate changes associated with all categories of interest-earning assets
during the three months

                                       15

<PAGE>

ended June 30, 2002 as compared to the same period in 2001 was a decrease in
interest income of $2,029,000, while the net effect of the volume and rate
changes associated with all categories of interest-bearing liabilities was a
decrease in interest expense of $2,638,000.

During the six months ended June 30, 2002 as compared to the same period in
2001, an increase in the average volume of interest-earning assets resulted in
an increase in interest income of $3,622,000, offset by a decrease of $8,862,000
due to a decrease in interest rates on interest-earning assets. Increases in the
average volume of interest-bearing transaction accounts, savings and money
market accounts, borrowed funds, and guaranteed preferred beneficial interests
in subordinated debentures resulted in an increase in interest expense of
$835,000. Changes in interest rates on the average volume of interest-bearing
liabilities resulted in a decrease in interest expense of $6,351,000. The net
effect of the volume and rate changes associated with all categories of
interest-earning assets during the six months ended June 30, 2002 as compared to
the same period in 2001, decreased interest income by $5,240,000, while the net
effect of the volume and rate changes associated with all categories of
interest-bearing liabilities was a decrease in interest expense of $5,516,000.

The following table sets forth, on a tax-equivalent basis for the periods
indicated, a summary of the changes in interest income and interest expense
resulting from changes in yield/rates and volume:

<TABLE>
<CAPTION>
                                                                 2002 Compared to 2001
                                           -------------------------------------------------------------
                                              3 months ended June 30          6 months ended June 30
                                            Increase (Decrease) Due to      Increase (Decrease) Due to
                                           -----------------------------   -----------------------------
                                           Volume(1)   Rate(2)     Net     Volume(1)   Rate(2)     Net
                                           ---------   -------   -------   ---------   -------   -------
                                                             (Dollars in Thousands)
<S>                                          <C>       <C>       <C>         <C>       <C>       <C>
Interest earned on:
   Loans (3)                                 $1,685    $(3,340)  $(1,655)    $3,699    $(7,794)  $(4,095)
   Taxable investments in debt
      and equity securities                     115       (225)     (110)       188       (669)     (481)
   Nontaxable investments in debt
      and equity securities (3)                  (4)        (3)       (7)       (11)        (4)      (15)
   Federal funds sold                          (129)      (126)     (255)      (274)      (390)     (664)
   Interest-earning deposits                      1         (3)       (2)        20         (5)       15
                                             ------    -------   -------     ------    -------   -------
   Total interest-earning assets             $1,668    $(3,697)  $(2,029)    $3,622    $(8,862)  $(5,240
                                             ------    -------   -------     ------    -------   -------
Interest paid on:
   Interest-bearing transaction accounts     $   20    $   (90)  $   (70)    $   54    $  (235)  $  (181)
   Money market accounts                        335     (1,700)   (1,365)       825     (4,022)   (3,197)
   Savings                                        7        (31)      (24)        14        (62)      (48)
   Certificates of deposit                     (150)    (1,054)   (1,204)      (172)    (2,001)   (2,173)
   Borrowed funds                                66        (43)       23        111        (35)       76
   Guaranteed preferred beneficial
      interests in subordinated
      debentures                                  3         (1)        2          3          4         7
                                             ------    -------   -------     ------    -------   -------
   Total interest-bearing liabilities           281     (2,919)   (2,638)       835     (6,351)   (5,516)
                                             ------    -------   -------     ------    -------   -------
Net interest income (loss)                   $1,387    $  (778)  $   609     $2,787    $(2,511)  $   276
                                             ======    =======   =======     ======    =======   =======
</TABLE>

(1)  Change in volume multiplied by yield/rate of prior period
(2)  Change in yield/rate multiplie d by volume of prior period
(3)  Nontaxable investment income is presented on a fully tax-equivalent basis
     assuming a tax rate of 34%.

NOTE: The change in interest due to both rate and volume has been allocated to
rate and volume changes in proportion to the relationship of the absolute dollar
amounts of the change in each.

                                       16

<PAGE>

Provision for Loan Losses

The provision for loan losses was $530,000 and $1,120,000 for the three month
and six month periods ended June 30, 2002, respectively, compared to $330,000
and $595,000 for the same periods in 2001. The Company had net chargeoffs of
$190,000 for the six months ended June 30, 2002 compared to net charge offs of
$574,000 during the same period ended June 30, 2001. Loan growth remained strong
during the first six months of 2002. The Company increased its allowance for
loan losses for the six months ended June 30, 2002 by charging $1,120,000 to the
provision for loan losses. The increase in provision for loan losses during the
first six months of 2002 as compared to the same period in 2001 was due to a
$407,000 increase in non-accrual loans, a higher level of internally criticized
credits as a percentage of bank capital plus loan loss reserves, and the
continued increase in loans outstanding. One relationship comprises $1.7
million, or 57%, of the nonaccrual loans at June 30, 2002 .

The following table summarizes changes in the allowance for loan losses arising
from loans charged off and recoveries on loans previously charged off, by loan
category, and additions to the allowance that have been charged to the
provision:

                                                      Six Months Ended June 30,
                                                      -------------------------
                                                          2002        2001
                                                        ---------   ---------
                                                        (Dollars in Thousands)
Allowance at beginning of year                           $  7,296   $  7,097
Loans charged off:
   Commercial and industrial                                  138        162
   Real estate:
      Commercial                                               14        270
      Construction                                             --         --
      Residential                                              --        165
   Consumer and other                                          77         22
                                                         --------   --------
   Total loans charged off                                    229        619
                                                         --------   --------
Recoveries of loans previously charged off:
   Commercial and industrial                                   20         11
   Real estate:
      Commercial                                                8         25
      Construction                                             --         --
      Residential                                              --          6
   Consumer and other                                          11          3
                                                         --------   --------
   Total recoveries of loans previously charged off            39         45
                                                         --------   --------
Net loans charged off                                         190        574
                                                         --------   --------
Provision charged to operations                             1,120        595
                                                         --------   --------
Allowance at end of period                               $  8,226   $  7,118
                                                         ========   ========
Average loans                                            $684,183   $589,384
Ending total loans, less unearned loan fees              $705,000   $616,098
Ending nonperforming loans                               $  2,913   $  2,692
Net charge offs to average loans (annualized)                0.06%      0.19%
Allowance for loan losses to total loans                     1.17%      1.16%

The Company's credit management policies and procedures focus on identifying,
measuring, and controlling credit exposure. These procedures employ a
lender-initiated system of rating credits, which is ratified in the loan
approval process and subsequently tested in regulatory bank examinations. The
system requires rating all loans at the time they are made.

                                       17

<PAGE>

Adversely rated credits, including loans requiring close monitoring, which would
not normally be considered criticized credits by regulators, are included on a
monthly loan watch list. Loans may be added to the watch list for reasons which
are temporary and correctable, such as the absence of current financial
statements of the borrower or a deficiency in loan documentation. Other loans
are added whenever any adverse circumstance is detected which might affect the
borrower's ability to meet the terms of the loan. This could be initiated by the
delinquency of a scheduled loan payment, a deterioration in the borrower's
financial condition identified in a review of periodic financial statements, a
decrease in the value of the collateral securing the loan, or a change in the
economic environment in which the borrower operates. Loans on the watch list
require detailed loan status reports prepared by the responsible officer every
three months, which are then discussed in formal meetings with the Asset
Quality/Risk Management Area and the Executive Loan Committee. Downgrades of
loan risk ratings may be initiated by the responsible loan officer at any time.
However, upgrades of risk ratings may only be made with the concurrence of the
Executive Loan Committee generally at the time of the formal quarterly watch
list review meetings.

Each month, management prepares a detailed list of loans on the watch list and
summaries of the entire loan portfolio categorized by risk rating. These are
coupled with an analysis of changes in the risk profiles of the portfolios,
changes in past due and non-performing loans and changes in watch list and
classified loans over time. In this manner, the overall increases or decreases
in the levels of risk in the portfolios are monitored continually. Factors are
applied to the loan portfolios for each category of loan risk to determine
acceptable levels of allowance for loan losses. These factors are derived
primarily from the actual loss experience. The calculated allowance for loan
losses required for the portfolios are then compared to the actual allowance
balances to determine the provision necessary to maintain the allowance for loan
losses at an appropriate level. In addition, management exercises judgment in
its analysis of determining the overall level of the allowance for loan losses.
In its analysis, management considers the change in the portfolio, including
growth and composition, and the economic conditions of the region in which the
Company operates. Based on this quantitative and qualitative analysis, the
allowance for loan losses is adjusted. Such adjustments are reflected in the
consolidated statements of operations.

The Company does not engage in foreign lending. Additionally, the Company does
not have any concentrations of loans exceeding 10% of total loans which are not
otherwise disclosed in the loan portfolio composition table provided in the most
recent form 10-K. The Company does not have a material amount of
interest-bearing assets which would have been included in non-accrual, past due
or restructured loans if such assets were loans.

Management believes the allowance for loan losses is adequate to absorb probable
losses in the loan portfolio. While management uses available information to
recognize loan losses, future additions to the allowance for loan losses may be
necessary based on changes in economic conditions. In addition, various
regulatory agencies, as an integral part of their examination process,
periodically review the allowance for loan losses. Such agencies may require the
Company to increase the allowance for loan losses based on their judgments and
interpretations about information available to them at the time of their
examinations.

                                       18

<PAGE>

The following table sets forth information concerning the Company's
non-performing assets as of the dates indicated:

                                       June 30,   December 31,
                                         2002         2001
                                       --------   ------------
                                       (Dollars in Thousands)

Non-accrual loans                      $  2,913     $  2,506
Restructured loans                           --        1,243
                                       --------     --------
   Total nonperforming loans              2,913        3,749
Foreclosed property                         125          138
                                       --------     --------
Total non-performing assets            $  3,038     $  3,887
                                       ========     ========

Total assets                           $808,074     $795,250
Total loans, less unearned loan fees   $705,000     $642,053
Total loans plus foreclosed property   $705,125     $642,191

Nonperforming loans to loans               0.41%        0.58%
Nonperforming assets to loans plus
   foreclosed property                     0.43%        0.61%
Nonperforming assets to total assets       0.38%        0.49%

Noninterest Income

Noninterest income was $1,445,970 and $2,937,690 for the three month and six
month periods ended June 30, 2002, respectively, compared to $1,112,325 and
$1,951,082 for the same periods in 2001. The increases are primarily attributed
to increases in trust and financial advisory income, increases in service
charges on deposit accounts, recoveries and income (loss) on previously written
off Merchant Banc investments and an increase in the gains on the sale of
mortgage loans. Trust and financial advisory income was $540,077 and $1,169,133
for the three month and six month periods ended June 30, 2002, respectively, as
compared to $316,755 and $569,101 for the same periods in 2001. The increases in
fees were the result of increased assets under management in Enterprise Trust
and commissions on insurance sales activity in the financial advisory area.
Service charges on deposit accounts were $448,747 and $860,641 for the three
month and six month periods ended June 30, 2002, respectively, as compared to
$313,814 and $613,375 for the same periods in 2001. The increase in service
charges on deposit accounts is a result of a decrease in the earnings credit
rate on business accounts and an increase in deposit balances outstanding.
Recoveries and income (loss) on Merchant Banc investments were $88,889 for the
three month and six month periods ended June 30, 2002, respectively, as compared
to $15,723 and ($22,906) for the same periods in 2001. The increase is a result
of a $88,889 reimbursement from a participant guarantor for a line of credit
guaranteed by the Company for a Merchant Banc investment, which the Company had
previously written off in full. The Company wrote off its assets related to
Merchant Banc investments during December 2001 and is pursuing recoveries on
those investment losses. The gains on the sale of mortgage loans were $284,906
and $645,243 for the three month and six month periods ended June 30, 2002,
respectively, as compared to $332,786 and $512,809 for the same periods in 2001.
The year to date increase in these gains was due to continued demand for
refinancing and purchase activities as a result of a very low interest rate
environment. These loans are sold into the secondary market with release of the
servicing rights. This activity has somewhat slowed down during the three month
period ended June 30, 2002 as demonstrated by the $47,880 decrease in gains on
the sale of mortgage loans during the three months ended June 30, 2002 as
compared to the same period in 2001. These increases were slightly offset by the
$52,559 and $82,246 decreases in the gains on sale of securities for the three
month and six month periods

                                       19

<PAGE>

ended June 30, 2002 respectively as compared to the same periods in 2001. The
Company had no sales of investment securities during 2002.

Noninterest Expense

Noninterest expense was $6.4 million and $13.0 million for the three month and
six month periods ended June 30, 2002, respectively, compared to $6.1 million
and $12.3 million for the same periods in 2001. The 6% increase for the six
month period ended June 30, 2002 in noninterest expense was primarily due to: 1)
increased activity and growth in the trust and financial advisory services which
resulted in a $148,018 increase in noninterest expense; 2) recent renovation and
remodeling at the Clayton location in the fourth quarter of 2001 which increased
noninterest expense by $73,372; 3) the opening of a new banking facility in the
Kansas City area which increased noninterest expense by $193,824; and 4) a
$304,472 increase in various other operating expenses detailed below. These
increases were offset by a $47,641 and $95,283 decrease in amortization of
goodwill for the three and six months ended June 30, 2002 as compared to the
same periods in 2001.

Salaries, payroll and employee benefits increased $74,365, or 2%, and $363,394
or 5%, for the three and six month periods ended June 30, 2002 as compared to
the same periods in 2001. Most of this increase is related to an increase in
commission based income in the Mortgage and Financial Advisory areas and annual
merit and promotional increases in salaries. Occupancy expense increased
$59,231, or 15%, for the three month period and $119,820 or 15% for the six
month period ended June 30, 2002 as compared to the same periods in 2001. The
Clayton location acquired additional space for the Holding Company and Trust
offices and existing space was remodeled. The Company opened a new banking
facility in the Country Club Plaza in Kansas City, Missouri during the fourth
quarter of 2001, which also increased occupancy, furniture and equipment
expenses. The Company upgraded its telephone and voicemail systems during the
fourth quarter of 2001 which increased furniture and equipment expense during
2002. Furniture and equipment expense increased $10,572, or 4%, for the three
month period and $45,073, or 10%, for the six month period ended June 30, 2002
as compared to the same period in 2001. Data processing expense increased
$16,861, or 7%, for the three month period and decreased $26,309, or 5%, for the
six month period ended June 30, 2002 as compared to the same periods in 2001.
During the first quarter of 2001, the Bank expanded the computer and data
processing infrastructure for the additional Kansas locations.

Other operating expenses increased $166,506, or 14%, for the three month period
and $304,472, or 12%, for the six month period ended June 30, 2002 over the same
periods ended June 30, 2001. In June 2002, the Company donated foreclosed
property to a not-for-profit organization. This donation resulted in a $49,000
charitable contribution expense which is expected to be offset with state tax
credits. The Company incurred approximately $150,000 in additional professional
fees and other expenses during the six month period ended June 30, 2002 related
to the Merchant Banc investment recovery efforts. In addition, expected
increases in premiums on renewal of various insurance policies along with
increases in certain coverages caused those expenses to increase approximately
$78,000 from the 2001 year-to-date levels. The Bank recognized $138,000 in fraud
losses in March, 2002 that was substantially recovered in April.

Liquidity

Liquidity is provided by the Company's earning assets, including short-term
investments in federal funds sold, maturities in the loan and investment
portfolios, and amortization of term loans, along with deposit inflows, and
proceeds from borrowings. At June 30, 2002, the loan to deposit ratio was 98%,
as compared to 90% at December 31, 2001. Federal funds sold, interest bearing
deposits and investment securities were $51 million at June 30, 2002 as compared
to $98 million at December 31, 2000. During the six months ended June 30, 2002,
the Company funded net new loans of $63 million, while deposits increased a net
$6 million. This decrease in the Company's liquidity position resulted in the
utilization of federal funds sold balances and investment securities to fund
loan growth. In May 2002, the Bank obtained $20 million in brokered CDs with a 2
year maturity to supplement its core deposit activities.

                                       20

<PAGE>

This decrease in the Company's liquidity position during the first six months of
the year is very typical. The Company's deposits tend to increase at year end
and decrease during the first six months of the year.

The Company closely monitors its current liquidity position and believes there
are sufficient backup sources of liquidity. As of June 30, 2002, the Company has
over $110 million available from the Federal Home Loan Bank of Des Moines under
a blanket loan pledge and $59 million from the Federal Reserve under a pledged
loan agreement. The Company also has access to over $50 million in overnight fed
funds lines from various banking institutions.

Capital Adequacy

The Bank is subject to various regulatory capital requirements administered by
the federal and state banking agencies. Failure to meet minimum requirements can
initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the
Bank's financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific
capital guidelines that involve quantitative measures of assets, liabilities and
certain off-balance-sheet items as calculated under regulatory accounting
practices. The Bank's capital amounts and classifications are also subject to
qualitative judgments by the regulators about components, risk weightings and
other factors.

Quantitative measures established by regulations to ensure capital adequacy
require the Bank to maintain minimum amounts and ratios of total and Tier I
capital (as defined in the regulations) to risk-weighted assets, and of Tier I
capital to average assets. Management believes the Bank is well capitalized.

As of June 30, 2002, the most recent notification from the Company's primary
regulator categorized the Bank as well capitalized under the regulatory
framework for prompt corrective action. To be categorized as well capitalized,
the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I
leverage ratios as set forth in the following table.

                                       21

<PAGE>

At June 30, 2002 and December 31, 2001, Enterprise Financial Services Corp and
Enterprise Banking had required and actual capital ratios as follows:

<TABLE>
<CAPTION>
                                                                                                   To Be Well
                                                                                               Capitalized Under
                                                                            For Capital        Prompt Corrective
                                                        Actual           Adequacy Purposes    Action Provisions(1)
                                                 --------------------   -------------------   --------------------
                                                    Amount      Ratio      Amount     Ratio     Amount      Ratio
                                                 ------------   -----   -----------   -----   -----------   ------
<S>                                              <C>            <C>     <C>            <C>    <C>           <C>
At June 30, 2002:
      Total Capital (to Risk Weighted Assets)
         Enterprise Financial Services Corp      $ 75,533,903   10.85%  $55,709,212    8.00%  $        --      --%
         Enterprise Banking                        71,936,759   10.37    55,511,683    8.00    69,389,604   10.00
      Tier I Capital (to Risk Weighted Assets)
         Enterprise Financial Services Corp      $ 67,307,674    9.67%  $27,854,606    4.00%  $        --      --%
         Enterprise Banking                        63,710,530    9.18    27,755,842    4.00    41,633,763    6.00
      Tier I Capital (to Average Assets)
         Enterprise Financial Services Corp      $ 67,307,674    8.58%  $23,529,738    3.00%  $        --      --%
         Enterprise Banking                        63,710,530    8.09    23,624,386    3.00    39,373,977    5.00

At December 31, 2001:
      Total Capital (to Risk Weighted Assets)
         Enterprise Financial Services Corp      $67,920,5958   10.41%  $52,203,818    8.00%  $        --      --%
         Enterprise Banking                        67,605,690   10.40    52,024,902    8.00    65,031,128   10.00
      Tier I Capital (to Risk Weighted Assets)
         Enterprise Financial Services Corp      $ 60,624,679    9.29%  $26,101,909    4.00%  $        --      --%
         Enterprise Banking                        60,309,774    9.27    26,012,451    4.00    39,018,677    6.00
      Tier I Capital (to Average Assets)
         Enterprise Financial Services Corp      $ 60,624,679    8.18%  $22,232,250    3.00%  $        --      --%
         Enterprise Banking                        60,309,774    8.21    22,040,917    3.00    36,734,862    5.00
</TABLE>

(1)  There are no regulatory guidelines for the well capitalization of Bank
     Holding Companies as opposed to Banks.

                                       22

<PAGE>

Effect of Inflation

Changes in interest rates may have a significant impact on a commercial bank's
performance because virtually all assets and liabilities of commercial banks are
monetary in nature. Interest rates do not necessarily move in the same direction
or in the same magnitude as the prices of goods and services. Inflation does
have an impact on the growth of total assets in the banking industry, often
resulting in a need to increase equity capital at higher than normal rates to
maintain an appropriate equity to asset ratio.

     Item 3: Quantitative and Qualitative Disclosures Regarding Market Risk

The Company's exposure to market risk is reviewed on a regular basis by its
Asset/Liability Committee. Interest rate risk is the potential of economic
losses due to future interest rate changes. These economic losses can be
reflected as a loss of future net interest income and/or a loss of current fair
market values. The objective is to measure the effect on net interest income and
to adjust the balance sheet to minimize the interest risk while at the same time
maximizing income. Management realizes that certain interest rate risks are
inherent in our business and that the goal is to identify and minimize those
risks. Tools used by management include the standard repricing or "GAP" report
subject to different rate shock scenarios. At June 30, 2002, the rate shock
scenario models indicated that annual net interest income would change by less
than 5% should rates rise or fall within 100 basis points from their current
level over a one year period. The Bank has no market risk sensitive instruments
held for trading purposes.

In January 2002, the Bank executed two interest rate swaps in order to limit
exposure from falling interest rates. The first swap had a $40 million notional
amount, a term of two years and obligated the Bank to pay an adjustable rate
equivalent to the Prime rate and receive a fixed rate of 6.255%. The second swap
was also a "receive fixed" interest rate of 6.97% and pay an adjustable rate
equivalent to the Prime rate, but had a notional amount of $20 million and a
term of three years. Both swaps pay interest on a quarterly basis. The swaps
qualify as "cash flow hedges" under SFAS 133, so changes in the fair value of
the swaps are recognized as part of other comprehensive income.

In May 2002, the Bank executed an interest rate swap to limit the risk of a
change in the fair value of the $20 million in fixed interest rate brokered CDs
obtained that month. The swap had a $20 million notional amount, a term of two
years and obligated the Bank to pay an adjustable rate equivalent to the
three-month London Interbank Offering Rate plus 19 basis points and receive a
fixed rate of 3.55%. The terms allow for semiannual payments for both sides of
the swap. The swap qualifies under the "shortcut method" under SFAS No. 133. As
a result, changes in the fair value of the swap directly offset changes in the
fair value of the hedged item (i.e., brokered CDs). The impact of the swap on
the Company's income statement is that it converts the fixed interest rate on
the brokered CDs to a variable interest rate.

The maturity dates, notional amounts, interest rates paid and received and fair
value of our interest rate swap agreements as of June 30 2002 were as follows:

Maturity     Notional     Interest Rate   Interest Rate    Fair
  Date        Amount          Paid          Received       Value
---------   -----------   -------------   -------------   --------
1/29/2005   $20,000,000       4.75%           6.97%       $365,797
1/29/2004    40,000,000       4.75            6.26         483,170
5/10/2004    20,000,000       2.10            3.55         139,154

                                       23

<PAGE>

       The following tables present the scheduled maturity of market risk
                    sensitive instruments at June 30, 2002:

<TABLE>
<CAPTION>
                                                                              Beyond 5
                                                                             Years or No
                                                                               Stated
                           Year 1    Year 2    Year 3    Year 4     Year 5    Maturity      Total
                          --------   -------   -------   -------   -------   -----------   --------
<S>                       <C>        <C>       <C>       <C>       <C>         <C>         <C>
ASSETS
Securities                $ 22,858   $10,681   $ 2,306   $ 2,001   $ 1,002     $ 1,993     $ 40,841
Interest-bearing
   deposits                    799        --        --        --        --          --          799
Federal funds sold           9,167        --        --        --        --          --        9,167
Loans                      564,836    36,789    66,917    13,055    10,494      12,909      705,000
Loans held for sale          1,527        --        --        --        --          --        1,527
                          --------   -------   -------   -------   -------     -------     --------
Total                     $599,187   $47,470   $69,223   $15,056   $11,496     $14,902     $757,334
                          ========   =======   =======   =======   =======     =======     ========

LIABILITIES
Savings, NOW, money
   market deposits        $524,488   $    --   $    --   $    --   $    --     $    --     $524,488
Certificates of deposit    145,775    43,059     3,868     2,020       420          --      195,142

Guaranteed preferred
   beneficial interest
   in subordinated
   debentures                   --        --        --        --        --      15,000       15,000
Borrowed funds                 457     6,480     3,800       550       450       1,960       13,697
                          --------   -------   -------   -------   -------     -------     --------
Total                     $670,720   $49,539   $ 7,668   $ 2,570   $   870     $16,960     $748,327
                          ========   =======   =======   =======   =======     =======     ========
</TABLE>

                                      Average
                                      Interest
                                      Rate for
                                     Six Months
                                       Ended
                          Carrying    June 30,    Estimated
                           Value        2001      Fair Value
                          --------   ----------   ----------
ASSETS
Securities                $ 40,841      3.79%      $ 40,841
Interest-earning
   deposits                    799      2.06            799
Federal funds sold           9,167      1.54          9,167
Loans                      705,000      6.34        723,990
Loans held for sale          1,527                    1,527
                          --------                 --------
Total                     $757,334                 $776,324
                          ========                 ========

LIABILITIES
Savings, NOW, money
   market deposits        $524,488      1.39%      $524,488
Certificates of deposit    195,142      4.10        196,845
Guaranteed preferred
   beneficial interest
   in subordinated
   debentures               15,000      9.49         15,123
Borrowed funds              13,697      4.63         13,897
                          --------                 --------
Total                     $748,327                 $750,353
                          ========                 ========

                                       24

<PAGE>


                                PART II - Item 4:
              Submissions of Matters to a Vote of Security Holders

ANNUAL MEETING OF SHAREHOLDERS: The annual meeting of shareholders was held on
April 25, 2002. Proxies were solicited pursuant to Regulation 14A of the
Securities Exchange Act of 1934. There was no solicitation in opposition to
management's nominees for Directors and all nominees were elected. The
appointment of KPMG LLP to serve as independent auditor for the Company in 2002
was ratified and shareholders approved changing the name of the Company to
Enterprise Financial Services Corp. There were no other matters considered
except those stated above. The results of the votes are as follows:

                      PROPOSAL NO. 1: ELECTION OF DIRECTORS

     Director            For      Against   Abstain
-------------------   ---------   -------   -------
Fred H. Eller         6,435,215      0       49,010
Ronald E. Henges      6,192,826      0      291,399
Kevin C. Eichner      6,189,497      0      294,728
Paul R. Cahn          6,467,838      0       16,387
William B. Moskoff    6,474,338      0        9,887
Birch M. Mullins      6,195,897      0      288,328
Robert E. Saur        6,191,997      0      292,288
Paul L. Vogel         6,439,715      0       44,510
James L. Wilhite      6,466,196      0       18,029
James A. Williams     6,474,338      0        9,887
Ted C. Wetterau       6,189,897      0      294,328
Richard S. Masinton   6,197,712      0      286,513
Ted A. Murray         6,199,897      0      284,328
Stephen Oliver        6,473,838      0       10,387
Paul J. McKee, Jr.    6,459,125      0       25,100
Jack L. Sutherland    6,439,215      0       45,010

                 PROPOSAL NO. 2: INDEPENDENT PUBLIC ACCOUNTANTS

Accountants              For      Against   Abstain
-----------           ---------   -------   -------
KPMG LLP              6,337,242    14,936   18,586

        PROPOSAL NO. 3: NAME CHANGE TO ENTERPRISE FINANCIAL SERVICES CORP

                         For      Against   Abstain
                      ---------   -------   -------
Name Change           6,293,441    51,745   25,578

                                      II-1

<PAGE>

                    Item 6: Exhibits and Reports on Form 8-K

(a). Exhibits.

Exhibit
Number      Description
---------   -----------
4.8.1       Subordinated Indenture dated October 24, 1999 between the Registrant
            and Wilmington Trust Company relating to 9.40% Junior Subordinated
            Debentures due December 15, 2029, incorporated by reference to
            Exhibit 4.6 to Registrant's Registration Statement No. 333-87881 on
            Form S-3.

4.8.2       Form of 9.40% Junior subordinated Debenture (included as an Exhibit
            to Exhibit 4.8.1), incorporated by reference to Exhibit 4.6 to
            Registrant's Registration Statement No. 333-87881 on Form S-3.

4.8.3       Amended and Redated Trust Agreement of EBH Capital Trust I dated
            October 19, 1999, incorporated by reference to Exhibit 4.4 to
            Registrant's Registration Statement No. 33-87881 on Form S-3.

4.8.4       Preferred Securities Guarantee Agreement between Registrant and
            Wilmington Trust Company dated October 25, 1999, incorporated by
            reference to Exhibit 4.8 to Registrant's Registration Statement No.
            333-87881 on Form S-3.

4.9.1 (1)   Indenture dated June 27, 2002 between Registrant and Wells Fargo,
            National Association, relating to Floating Rate Junior Subordinated
            Deferrable Interest Debentures due June 30, 2032.

4.9.2 (1)   Form of Floating Rate Junior Subordinated Deferrable Interest
            Debenture due June 30, 2032.

4.9.3 (1)   Amended and Restated Trust Agreement of EFSC Capital Trust I dated
            June 27, 2002.

4.9.4 (1)   Trust Preferred Securities Guarantee Agreement between Registrant
            and Wells Fargo, National Association, dated June 27, 2002.

11.1  (1)   Statement regarding computation of per share earnings

(b). During the three months ended June 30, 2002, the Registrant filed one
     Current Report on Form 8-K, dated April 29, 2002, in which the Registrant
     reported the change in the Company's name to Enterprise Financial Services
     Corp.

(1) Filed herewith.

                                      II-2

<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Clayton, State of
Missouri on the 1st day of August 2002.

                                              ENTERPRISE FINANCIAL SERVICES CORP


                                              By: /s/ Kevin C. Eichner
                                                  ------------------------------
                                                      Kevin C. Eichner
                                                      Chief Executive Officer


                                              By: /s/ Frank H. Sanfilippo
                                                  ------------------------------
                                                      Frank H. Sanfilippo
                                                      Chief Financial Officer

                                      II-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9.1
<SEQUENCE>3
<FILENAME>dex491.txt
<DESCRIPTION>INDENTURE BETWEEN REGISTRANT AND WELLS FARGO
<TEXT>
<PAGE>

                                  Exhibit 4.9.1
                  Indenture Between Registrant and Wells Fargo

                                    INDENTURE

                                 BY AND BETWEEN

                       ENTERPRISE FINANCIAL SERVICES CORP.

                                       AND

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                   AS TRUSTEE

                  FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE

                      INTEREST DEBENTURES DUE JUNE 30, 2032

                          EFFECTIVE AS OF JUNE 27, 2002

<PAGE>



                                TABLE OF CONTENTS

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ARTICLE I      DEFINITIONS..........................................................................2

   Section 1.1    Definitions of Terms..............................................................2

ARTICLE II     ISSUE, DESCRIPTION, TERMS, CONDITIONS, REGISTRATION
               AND EXCHANGE OF THE DEBENTURES......................................................10

   Section 2.1    Designation and Principal Amount.................................................10

   Section 2.2    Maturity.........................................................................10

   Section 2.3    Form and Payment.................................................................10

   Section 2.4    Intentionally Left Blank.........................................................11

   Section 2.5    Interest.........................................................................11

   Section 2.6    Execution and Authentications....................................................13

   Section 2.7    Registration of Transfer and Exchange............................................14

   Section 2.8    Temporary Debentures.............................................................17

   Section 2.9    Mutilated, Destroyed, Lost or Stolen Debentures..................................18

   Section 2.10   Cancellation.....................................................................18

   Section 2.11   Benefit of Indenture.............................................................19

   Section 2.12   Authentication Agent.............................................................19

ARTICLE III    REDEMPTION OF DEBENTURES............................................................20

   Section 3.1    Special Event Redemption.........................................................20

   Section 3.2    Optional Redemption by Company...................................................20

   Section 3.3    Notice of Redemption.............................................................21

   Section 3.4    Payment Upon Redemption..........................................................22

   Section 3.5    No Sinking Fund..................................................................23

ARTICLE IV     EXTENSION OF INTEREST PAYMENT PERIOD................................................23

   Section 4.1    Extension of Interest Payment Period.............................................23

   Section 4.2    Notice of Extension..............................................................23

   Section 4.3    Limitation on Transactions.......................................................24

ARTICLE V      PARTICULAR COVENANTS OF THE COMPANY.................................................25

   Section 5.1    Payment of Principal and Interest................................................25

   Section 5.2    Maintenance of Agency............................................................25

   Section 5.3    Paying Agents....................................................................25
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                                   (continued)

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   Section 5.4    Appointment to Fill Vacancy in Office of Trustee.................................26

   Section 5.5    Compliance with Consolidation Provisions.........................................26

   Section 5.6    Limitation on Transactions.......................................................27

   Section 5.7    Covenants as to the Trust........................................................27

   Section 5.8    Covenants as to Purchases........................................................28

   Section 5.9    Waiver of Usury, Stay or Extension Laws..........................................28

ARTICLE VI     DEBENTUREHOLDERS' LISTS AND REPORTS BY THE
               COMPANY AND THE TRUSTEE.............................................................28

   Section 6.1    Company to Furnish Trustee Names and Addresses of Debentureholders...............28

   Section 6.2    Preservation of Information Communications with Debentureholders.................29

   Section 6.3    Reports by the Company...........................................................29

   Section 6.4    Reports by the Trustee...........................................................30

ARTICLE VII    REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
               ON EVENT OF DEFAULT.................................................................31

   Section 7.1    Events of Default................................................................31

   Section 7.2    Collection of Indebtedness and Suits for Enforcement by Trustee..................32

   Section 7.3    Application of Money Collected...................................................34

   Section 7.4    Limitation on Suits..............................................................34

   Section 7.5    Rights and Remedies Cumulative; Delay or Omission not Waiver.....................35

   Section 7.6    Control by Debentureholders......................................................35

   Section 7.7    Undertaking to Pay Costs.........................................................36

   Section 7.8    Direct Action; Right of Set-Off..................................................36

ARTICLE VIII   FORM OF DEBENTURE AND ORIGINAL ISSUE................................................37

   Section 8.1    Form of Debenture................................................................37

   Section 8.2    Original Issue of Debentures.....................................................37

ARTICLE IX     CONCERNING THE TRUSTEE..............................................................37

   Section 9.1    Certain Duties and Responsibilities of the Trustee...............................37

   Section 9.2     Notice of Defaults..............................................................38
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                                TABLE OF CONTENTS
                                   (continued)

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   Section 9.3    Certain Rights of Trustee........................................................39

   Section 9.4    Trustee Not Responsible for Recitals, etc........................................40

   Section 9.5    May Hold Debentures..............................................................40

   Section 9.6    Moneys Held in Trust.............................................................40

   Section 9.7    Compensation and Reimbursement...................................................40

   Section 9.8    Reliance on Officers' Certificate................................................41

   Section 9.9    Disqualification; Conflicting Interests..........................................41

   Section 9.10   Corporate Trustee Required; Eligibility..........................................41

   Section 9.11   Resignation and Removal; Appointment of Successor................................42

   Section 9.12   Acceptance of Appointment by Successor...........................................43

   Section 9.13   Merger, Conversion, Consolidation or Succession to Business......................44

   Section 9.14   Preferential Collection of Claims Against the Company............................44

ARTICLE X      CONCERNING THE DEBENTUREHOLDERS.....................................................44

   Section 10.1   Evidence of Action by Holders....................................................44

   Section 10.2   Proof of Execution by Debentureholders...........................................45

   Section 10.3   Who May be Deemed Owners.........................................................45

   Section 10.4   Certain Debentures Owned by Company Disregarded..................................45

   Section 10.5   Actions Binding on Future Debentureholders.......................................46

ARTICLE XI     SUPPLEMENTAL INDENTURES.............................................................46

   Section 11.1   Supplemental Indentures Without the Consent of Debentureholders..................46

   Section 11.2   Supplemental Indentures with Consent of Debentureholders.........................47

   Section 11.3   Effect of Supplemental Indentures................................................48

   Section 11.4   Debentures Affected by Supplemental Indentures...................................48

   Section 11.5   Execution of Supplemental Indentures.............................................48

ARTICLE XII    SUCCESSOR CORPORATION...............................................................49

   Section 12.1   Company May Consolidate, etc.....................................................49

   Section 12.2   Successor Person Substituted.....................................................49

   Section 12.3   Evidence of Consolidation, etc. to Trustee.......................................50

ARTICLE XIII   SATISFACTION AND DISCHARGE..........................................................50
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   Section 13.1   Satisfaction and Discharge of Indenture..........................................50

   Section 13.2   Discharge of Obligations.........................................................50

   Section 13.3   Deposited Money to be Held in Trust..............................................51

   Section 13.4   Payment of Money Held by Paying Agents...........................................51

   Section 13.5   Repayment to Company.............................................................52

ARTICLE XIV    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
               OFFICERS AND DIRECTORS..............................................................52

   Section 14.1   No Recourse......................................................................52

ARTICLE XV     MISCELLANEOUS PROVISIONS............................................................52

   Section 15.1   Effect on Successors and Assigns.................................................52

   Section 15.2   Actions by Successor.............................................................53

   Section 15.3   Surrender of Company Powers......................................................53

   Section 15.4   Notices..........................................................................53

   Section 15.5   Governing Law....................................................................53

   Section 15.6   Treatment of Debentures as Debt..................................................53

   Section 15.7   Compliance Certificates and Opinions.............................................54

   Section 15.8   Payments on Business Days........................................................54

   Section 15.9   Application of Trust Indenture Act; Conflict.....................................54

   Section 15.10  Counterparts.....................................................................55

   Section 15.11  Severability.....................................................................55

   Section 15.12  Assignment.......................................................................55

   Section 15.13  Acknowledgment of Rights; Right of Set Off.......................................55

ARTICLE XVI    SUBORDINATION OF DEBENTURES.........................................................56

   Section 16.1   Agreement to Subordinate.........................................................56

   Section 16.2   Default on Senior Debt, Subordinated Debt or Additional Senior Obligations.......56

   Section 16.3   Liquidation; Dissolution; Bankruptcy.............................................56

   Section 16.4   Subrogation......................................................................58

   Section 16.5   Trustee to Effectuate Subordination..............................................59

   Section 16.6   Notice by the Company............................................................59

   Section 16.7   Rights of the Trustee; Holders of Senior Indebtedness............................60
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                                   (continued)

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   Section 16.8   Subordination may not be Impaired................................................60
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                                      -v-

<PAGE>



                                    INDENTURE

     THIS INDENTURE, effective as of June 27, 2002, between Enterprise Financial
Services Corp., a Delaware corporation (the "Company") and Wells Fargo Bank,
National Association, a national banking association with its principal place of
business in the State of Delaware (the "Trustee");

                                    RECITALS:

     WHEREAS, for its lawful corporate purposes, the Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance of
securities to be known as Floating Rate Junior Subordinated Deferrable Interest
Debentures due June 30, 2032 (hereinafter referred to as the "Debentures"), the
form and substance of such Debentures and the terms, provisions and conditions
thereof to be set forth as provided in this Indenture;

     WHEREAS, EFSC Capital Trust I, a Delaware statutory business trust (the
"Trust"), has offered in a private placement up to Four Million Dollars
($4,000,000) aggregate liquidation amount of its Trust Preferred Securities (as
defined herein) and proposes to invest the proceeds from such offering, together
with the proceeds of the issuance and sale by the Trust to the Company of up to
One Hundred Twenty Four Thousand Dollars ($124,000) aggregate liquidation amount
of its Common Securities (as defined herein), in up to Four Million One Hundred
Twenty Four Thousand Dollars ($4,124,000) aggregate principal amount of the
Debentures;

     WHEREAS, the Company has requested that the Trustee execute and deliver
this Indenture;

     WHEREAS, all requirements necessary to make this Indenture a valid
instrument in accordance with its terms, and to make the Debentures, when
executed by the Company and authenticated and delivered by the Trustee, the
valid obligations of the Company, have been performed, and the execution and
delivery of this Indenture have been duly authorized in all respects;

     WHEREAS, to provide the terms and conditions upon which the Debentures are
to be authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

     WHEREAS, all things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

     NOW, THEREFORE, in consideration of the premises set forth herein and the
purchase of the Debentures by the holders thereof, it is mutually covenanted and
agreed as follows for the equal and ratable benefit of the holders of the
Debentures as follows:

                                      -1-

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1 Definitions of Terms .

     The terms defined in this Section 1.1 (except as otherwise expressly
provided in this Indenture or unless the context otherwise requires) for all
purposes of this Indenture and of any indenture supplemental hereto shall have
the respective meanings specified in this Section 1.1 and shall include the
plural as well as the singular. All other terms used in this Indenture that are
defined in the Trust Indenture Act, or that are by reference in the Trust
Indenture Act and defined in the Securities Act (except as herein otherwise
expressly provided or unless the context otherwise requires), shall have the
meanings assigned to such terms in the Trust Indenture Act and in the Securities
Act as in force at the date of the execution of this instrument and as may be
amended from time to time. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
Generally Accepted Accounting Principles.

     "Accelerated Maturity Date" means if the Company elects to accelerate the
Maturity Date in accordance with Sections 2.2 (b) and 2.2(c), the date selected
by the Company which is prior to the Scheduled Maturity Date, but is on an
Interest Payment Date after June 30, 2007.

     "Additional Interest" means interest earned and to be paid on interest that
was not timely paid.

     "Additional Senior Obligations" means all indebtedness of the Company
whether incurred on or prior to the date of this Indenture or thereafter
incurred, for claims in respect of derivative products such as interest and
foreign exchange rate contracts, commodity contracts and similar arrangements;
provided, however, that Additional Senior Obligations does not include claims in
respect of Senior Debt or Subordinated Debt or obligations which, by their
terms, are expressly stated to be not superior in right of payment to the
Debentures or to rank pari passu in right of payment with the Debentures. For
purposes of this definition, "claim" shall have the meaning assigned thereto in
Section 101(4) of the United States Bankruptcy Code of 1978, as amended.

     "Additional Sums" shall have the meaning set forth in Section 2.5 (g).

     "Administrative Trustees" shall have the meaning set forth in the Trust
Agreement.

     "Affiliate" means, with respect to a specified Person, (i) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person; (ii) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (iii) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (iv) a partnership in which the specified Person is a
general partner; (v) any officer or director of the specified Person; and (vi)
if the specified Person is an individual, any entity of which the specified
Person is an officer, director or general partner.

                                      -2-

<PAGE>

     "Authenticating Agent" means an authenticating agent with respect to the
Debentures appointed by the Trustee pursuant to Section 2.12.

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

     "Board of Directors" means the Board of Directors of the Company or any
duly authorized committee of such Board or any other duly designated officers of
the Company.

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

     "Business Day" means, with respect to the Debentures, any day other than a
Saturday or a Sunday or a day on which federal or state banking institutions in
Delaware or Minnesota are authorized or required by law, executive order or
regulation to close, or a day on which the Corporate Trust Office of the Trustee
or the Property Trustee is closed for business.

     "Calculation Agent" shall have the meaning set forth in Section 2.5(d)(i).

     "Capital Treatment Event" means the receipt by the Company and the Trust of
an Opinion of Counsel, rendered by a law firm having a recognized national bank
regulatory practice, to the effect that, as a result of (a) 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
thereof or therein, or (b) any official or administrative pronouncement or
action or judicial decision interpreting or applying such laws or regulations,
which amendment or change is effective or which pronouncement or decision is
announced on or after the date of issuance of the Trust Preferred Securities
under the Trust Agreement, there is more than an insubstantial risk of
impairment of the Company's ability to treat the Trust Preferred Securities (or
any substantial portion thereof) as Tier 1 capital (or the then equivalent
thereof), for purposes of the capital adequacy guidelines of the Federal Reserve
(or any successor thereto), as then in effect and applicable to the Company;
provided, however, that the Trust or the Company shall have requested and
received such an Opinion of Counsel with regard to such matters within a
reasonable period of time after the Trust or the Company shall have become aware
of the probable occurrence of any such event.

     "Certificate" means a certificate signed by the principal executive
officer, the principal financial officer, the principal accounting officer, the
treasurer or any vice president of the Company. The Certificate need not comply
with the provisions of Section 15.7.

     "Change in 1940 Act Law" shall have the meaning set forth in the definition
of "Investment Company Event."

     "Commission" means the Securities and Exchange Commission.

     "Common Securities" means undivided common beneficial interests in the
assets of the Trust that rank pari passu with the Trust Preferred Securities;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in

                                      -3-

<PAGE>

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

     "Company" means Enterprise Financial Services Corp., a corporation duly
organized and validly existing under the laws of the State of Delaware, and,
subject to the provisions of Article XII, shall also include its successors and
assigns.

     "Compounded Interest" shall have the meaning set forth in Section 4.1.

     "Corporate Trust Office" means the office of the Trustee or the Property
Trustee at which, at any particular time, its corporate trust business shall be
principally administered.

     "Custodian" means any receiver, trustee, assignee, liquidator, or similar
official under any Bankruptcy Law.

     "Debentures" shall have the meaning set forth in the Recitals hereto.

     "Debentureholder," "holder of Debentures," "registered holder," or other
similar term, means the Person or Persons in whose name or names a particular
Debenture shall be registered on the books of the Company or the Trustee kept
for that purpose in accordance with the terms of this Indenture.

     "Debenture Register" shall have the meaning set forth in Section 2.7(b).

     "Debt" means with respect to any Person, whether recourse is to all or a
portion of the assets of such Person and whether or not contingent, (i) every
obligation of such Person for money borrowed; (ii) every obligation of such
Person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such Person; (iv) every obligation of such Person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such Person; and (vi) every
obligation of the type referred to in clauses (i) through (v) of another Person
and all dividends of another Person the payment of which, in either case, such
Person has guaranteed or is responsible or liable, directly or indirectly, as
obligor or otherwise.

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

     "Deferred Interest" shall have the meaning set forth in Section 4.1.

     "Dissolution Event" means that as a result of the occurrence and
continuation of a Special Event, the Trust is to be dissolved in accordance with
the Trust Agreement and the Debentures held by the Property Trustee are to be
distributed to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Trust Agreement.

                                      -4-

<PAGE>

     "Event of Default" means, with respect to the Debentures, any event
specified in Section 7.1, which has continued for the period of time, if any,
and after the giving of the notice, if any, therein designated.

     "Exchange Act," means the Securities Exchange Act of 1934 or any successor
statute thereto, in each case as amended from time to time.

     "Extended Interest Payment Period" shall have the meaning set forth in
Section 4.1.

     "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

     "Floating Interest Rate" shall have the meaning set forth in Section
2.5(a).

     "Generally Accepted Accounting Principles" means such accounting principles
as are generally accepted at the time of any computation required hereunder.

     "Governmental Obligations" means securities that are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged; or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America, the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America that, in either case, are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank (as defined in Section 3(a)(2) of
the Securities Act) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depository receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt.

     "Herein," "hereof," and "hereunder," and other words of similar import,
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into in accordance with the terms hereof.

     "Interest Payment Date," has the meaning specified in Section 2.5(a).

     "Interest Reset Date" has the meaning specified in Section 2.5(d).

     "Investment Company Act," means the Investment Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

     "Investment Company Event" means the receipt by the Trust and the Company
of an Opinion of Counsel, rendered by a law firm having a recognized national
securities law practice, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in

                                      -5-

<PAGE>

interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
the Trust is or shall be considered an "investment company" that is required to
be registered under the Investment Company Act, which Change in 1940 Act Law
becomes effective on or after the date of original issuance of the Trust
Preferred Securities under the Trust Agreement; provided, however, that the
Trust or the Company shall have requested and received such an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Trust or the Company shall have become aware of a Change in 1940 Act Law.

     "Maturity Date" means the date on which the Debentures mature and on which
the principal shall be due and payable together with all accrued and unpaid
interest thereon including Compounded Interest and Additional Interest, if any.

     "Ministerial Action" shall have the meaning set forth in Section 3.1.

     "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the Company that is
delivered to the Trustee in accordance with the terms hereof. Each such
certificate shall include the statements provided for in Section 15.7, if and to
the extent required by the provisions thereof.

     "Opinion of Counsel" means an opinion in writing of independent, outside
legal counsel for the Company that is delivered to the Trustee in accordance
with the terms hereof. Each such opinion shall include the statements provided
for in Section 15.7, if and to the extent required by the provisions thereof.

     "Outstanding," when used with reference to the Debentures, means, subject
to the provisions of Section 10.4, as of any particular time, all Debentures
theretofore authenticated and delivered by the Trustee under this Indenture,
except (i) Debentures theretofore canceled by the Trustee or any Paying Agent,
or delivered to the Trustee or any Paying Agent for cancellation or that have
previously been canceled; (ii) Debentures or portions thereof for the payment or
redemption of which money or Governmental Obligations in the necessary amount
shall have been deposited in trust with the Trustee or with any Paying Agent
(other than the Company) or shall have been set aside and segregated in trust by
the Company (if the Company shall act as its own Paying Agent); provided,
however, that if such Debentures or portions of such Debentures are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been given as provided in Article III or provision satisfactory to the Trustee
shall have been made for giving such notice; and (iii) Debentures in lieu of or
in substitution for which other Debentures shall have been authenticated and
delivered pursuant to the terms of Section 2.7; provided, however, that in
determining whether the holders of the requisite percentage of Debentures have
given any such request, notice, consent or waiver hereunder, Debentures held by
the Company or any Affiliate of the Company shall not be included; provided,
further, that the Trustee shall be protected in acting or relying upon any
request, notice, consent or waiver unless a Responsible Officer of the Trustee
shall have actual knowledge that the holder of any such Debenture is the Company
or an Affiliate thereof.

                                      -6-

<PAGE>

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.3.

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

     "Predecessor Debenture" means every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for the purposes of this definition, any Debenture authenticated and delivered
under Section 2.9 in lieu of a lost, destroyed or stolen Debenture shall be
deemed to evidence the same debt as the lost, destroyed or stolen Debenture.

     "Property Trustee" has the meaning set forth in the Trust Agreement.

     "Resale Restriction Termination Date" means, with respect to the offer,
sale or other transfer of a Debenture, (a) the date which is two years (or such
shorter period of time as permitted by Rule 144(k) under the Securities Act)
after the later of the original issue date of such Debenture and the last date
on which the Company or any Affiliate of the Company was the owner of such
Debenture (or any predecessor of the Debenture) and (b) such later date, if any,
as may be required by applicable laws.

     "Redemption Date" shall have the meaning set forth in Section 3.2(a).

     "Redemption Price" shall have the meaning set forth in Section 3.1.

     "Responsible Officer" when used with respect to the Trustee means any
officer within the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Indenture, including any vice
president, any assistant vice president, any assistant secretary or any other
officer or assistant officer of the Trustee customarily performing functions
similar to those performed by the Persons who at the time shall be such officers
or to whom such corporate trust matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

     "Scheduled Maturity Date" means June 30, 2032.

     "Securities Act," means the Securities Act of 1933 or any successor statute
thereto, in each case as amended from time to time.

     "Senior Debt" means the principal of (and premium, if any) and interest, if
any (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company whether or not such
claim for post-petition interest is allowed in such proceeding), on all Debt,
whether incurred on or prior to the date of this Indenture or thereafter
incurred, unless, in the instrument creating or evidencing the same or pursuant
to which the same is outstanding, it is provided that such obligations are not
superior in right of payment to the Debentures or to other Debt which is pari
passu with, or subordinated to, the Debentures; provided, however, that Senior
Debt shall not be deemed to include (i) any Debt of the Company owed which when
incurred and without respect to any election under Section 1111(b) of the

                                      -7-

<PAGE>

United States Bankruptcy Code of 1978, as amended, was without recourse to the
Company; (ii) Debt which by its terms is subordinated to trade accounts payable
or accrued liabilities arising in the ordinary course of business; and (iii)
Debt which constitutes Subordinated Debt.

     "Senior Indebtedness" shall have the meaning set forth in Section 16.1.

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

     "Subordinated Debt" means the principal of (and premium, if any) and
interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company whether or
not such claim for post-petition interest is allowed in such proceeding), on
Debt, whether incurred on or prior to the date of this Indenture or thereafter
incurred, which is by its terms expressly provided to be junior and subordinate
to Senior Debt of the Company (other than the Debentures); provided, however,
that Subordinated Debt will not be deemed to include (i) any Debt of the Company
which when incurred and without respect to any election under Section 1111(b) of
the United States Bankruptcy Code of 1978, as amended, was without recourse to
the Company, (ii) any Debt which by its terms is subordinated to trade accounts
payable or accrued liabilities arising in the ordinary course of business; (iii)
Debt which constitutes Senior Debt and (iv) any Debt of the Company under debt
securities (and guarantees in respect of these debt securities) initially issued
to any trust, or a trustee of a trust, partnership or other entity affiliated
with the Company that is, directly or indirectly, a financing vehicle of the
Company in connection with the issuance by that entity of preferred securities
or other securities which are intended to qualify for Tier 1 capital treatment
for purposes of the capital adequacy guidelines of the Federal Reserve, as then
in effect.

     "Subsidiary" means, with respect to any Person, (i) any corporation at
least a majority of whose outstanding Voting Stock shall at the time be owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries; (ii) any general
partnership, limited liability company, joint venture or similar entity, at
least a majority of whose outstanding partnership or similar interests shall at
the time be owned by such Person, or by one or more of its Subsidiaries, or by
such Person and one or more of its Subsidiaries; and (iii) any limited
partnership of which such Person or any of its Subsidiaries is a general
partner.

     "Tax Event" means the receipt by the Company and the Trust of an Opinion of
Counsel, rendered by a law firm having a recognized federal tax law practice, 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 or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is effective or which pronouncement or decision is announced on or after
the date of issuance of the Trust Preferred Securities under the Trust
Agreement, there is more than an insubstantial risk that (i) the Trust is, or
shall be within 90 days after the date of such Opinion of Counsel, subject to
United States federal income tax with respect to income received or accrued on
the Debentures; (ii) interest payable by the Company on the Debentures is not,
or within 90

                                      -8-

<PAGE>

days after the date of such Opinion of Counsel, shall not be, deductible by the
Company, in whole or in part, for United States federal income tax purposes; or
(iii) the Trust is, or shall be within 90 days after the date of such Opinion of
Counsel, subject to more than a de minimis amount of other taxes, duties,
assessments or other governmental charges; provided, however, that the Trust or
the Company shall have requested and received such an Opinion of Counsel with
regard to such matters within a reasonable period of time after the Trust or the
Company shall have become aware of the occurrence or the possible occurrence of
any of the events described in clauses (i) through (iii) above.

     "Three-Month LIBOR" shall have the meaning set forth in Section 2.5(d).

     "Trust" means EFSC Capital Trust I, a Delaware statutory business trust.

     "Trust Agreement" means the Amended and Restated Trust Agreement, effective
as of June 27, 2002, of the Trust, as amended from time to time.

     "Trust Preferred Securities" means undivided preferred beneficial interests
in the assets of the Trust that rank pari passu with Common Securities issued by
the Trust; provided, however, that upon the occurrence of an Event of Default,
the rights of holders of Common Securities to payment in respect of
distributions and payments upon liquidation, redemption and otherwise are
subordinated to the rights of holders of Trust Preferred Securities.

     "Trust Preferred Securities Guarantee" means any guarantee that the Company
may enter into with the Trustee or other Persons that operates directly or
indirectly for the benefit of holders of Trust Preferred Securities.

     "Trustee" means Wells Fargo Bank, National Association and, subject to the
provisions of Article IX, shall also include its successors and assigns in each
such Person's capacity as trustee hereunder, and, if at any time there is more
than one Person acting in such capacity hereunder, "Trustee" shall mean each
such Person.

     "Trust Indenture Act," means the Trust Indenture Act of 1939 or any
successor statute thereto, in each case as amended from time to time.

     "Trust Securities" means the Common Securities and Trust Preferred
Securities, collectively.

     "Voting Stock," as applied to stock of any Person, means shares, interests,
participations or other equivalents in the equity interest (however designated)
in such Person having ordinary voting power for the election of a majority of
the directors (or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

                                      -9-

<PAGE>

                                   ARTICLE II

                     ISSUE, DESCRIPTION, TERMS, CONDITIONS,

                   REGISTRATION AND EXCHANGE OF THE DEBENTURES

     Section 2.1 Designation and Principal Amount.

     There is hereby authorized Debentures designated the "Floating Rate Junior
Subordinated Deferrable Interest Debentures due June 30, 2032," limited in
aggregate principal amount to Four Million One Hundred Twenty Four Thousand
Dollars ($4,124,000) which amount shall be as set forth in any written order of
the Company for the authentication and delivery of Debentures pursuant to
Section 2.6.

     Section 2.2 Maturity.

          (a) The Maturity Date shall be either:

          (i)  the Scheduled Maturity Date; or

          (ii) if the Company elects to accelerate the Maturity Date to be a
               date prior to the Scheduled Maturity Date in accordance with
               Sections 2.2(b) and 2.2(c), the Accelerated Maturity Date.

          (b) The Company may at any time before the day which is 90 days before
     the Scheduled Maturity Date and after June 30, 2007, elect to shorten the
     Maturity Date only once to the Accelerated Maturity Date provided that the
     Company has received the prior approval of the Federal Reserve if then
     required under applicable capital guidelines, policies or regulations of
     the Federal Reserve.

          (c) If the Company elects to accelerate the Maturity Date in
     accordance with Section 2.2(b), the Company shall give notice to the
     Trustee and the Trust (unless the Property Trustee is not the holder of the
     Debentures, in which case the Trustee will give notice to the holders of
     the Debentures) of the acceleration of the Maturity Date and the
     Accelerated Maturity Date at least 30 days and no more than 180 days before
     the Accelerated Maturity Date.

     Section 2.3 Form and Payment.

     The Debentures shall be issued in certificated form, registered in the name
of the holder thereof, without interest coupons. The Debentures, including the
Certificate of Authentication, shall be substantially in the form of Exhibit A
hereto. Prior to the Resale Restriction Termination Date, the Debentures will be
issued and may only be transferred in a minimum aggregate principal amount of
$100,000. Subsequent to the Resale Restriction Termination Date, the Debentures
may only be transferred in a minimum aggregate principal amount of $100,000. Any
attempted transfer not in accordance with the preceding two sentences shall be
void and of no effect whatsoever.

                                      -10-

<PAGE>

     Principal and interest on the Debentures issued in certificated form shall
be payable, the transfer of such Debentures shall be registrable and such
Debentures shall be exchangeable for Debentures bearing identical terms and
provisions at or through the office or agency of the Trustee; provided, however,
that payment of interest may be made at the option of the Company by check
mailed to the holder at such address as shall appear in the Debenture Register
or by wire transfer to an account maintained by the holder as specified in the
Debenture Register, provided that the holder provides proper transfer
instructions by the regular record date. Notwithstanding the foregoing, so long
as the holder of any Debentures is the Property Trustee, the payment of
principal of and interest (including Compounded Interest and Additional
Interest, if any) on such Debentures held by the Property Trustee shall be made
at such place and to such account as may be designated by the Property Trustee.

     Section 2.4 Intentionally Left Blank.

     Section 2.5 Interest.

          (a) Each Debenture shall bear interest at the rate of 3.65% per annum
     over the Three-Month LIBOR Rate, calculated on each Interest Reset Date
     (the "Floating Interest Rate"), from the original date of issuance until
     the principal thereof becomes due and payable, and on any overdue principal
     and (to the extent that payment of such interest is enforceable under
     applicable law) on any overdue installment of interest at the Floating
     Interest Rate, compounded quarterly, payable (subject to the provisions of
     Article IV) quarterly in arrears on March 30, June 30, September 30 and
     December 30 of each year (each such date, an "Interest Payment Date," and
     each quarterly period, an "Interest Payment Period"), commencing on
     September 30, 2002 to the Person in whose name such Debenture or any
     Predecessor Debenture is registered, at the close of business on the
     regular record date for such interest installment, which shall be the 15th
     of the last month of each Interest Payment Period.

          (b) The Floating Interest Rate for each Interest Payment Period will
     be set on the second London business day preceding each Interest Payment
     Date; provided, that the initial Floating Interest Rate will be set on June
     27, 2002. If the Interest Reset Date is not a Business Day, then such
     Interest Reset Date shall be the next succeeding day which is a Business
     Day. In no event shall the Floating Interest Rate exceed 12% prior to June
     30, 2007.

          (c) The amount of interest payable for any Interest Payment Period
     shall be computed on the basis of a 360-day year and the actual number of
     days in such Interest Payment Period. In the event that any date on which
     interest is payable on the Debentures is not a Business Day, then payment
     of interest payable on such date shall be made on the next succeeding day
     which is a Business Day except that, if such Business Day is in the next
     succeeding calendar year, such payment shall be made on the immediately
     preceding Business Day, in each case with the same force and effect as if
     made on the date such payment was originally payable.

                                      -11-

<PAGE>

          (a) The "Three-Month LIBOR Rate" shall mean the rate determined in
     accordance with the following provisions:

          (i)  On the second LIBOR BUSINESS DAY (provided that on such day
               commercial banks are open for business (including dealings in
               foreign currency deposits) in London (a "LIBOR Banking Day")
               preceding each January 15, April 15, July 15 and October 15
               (except with respect to the first Interest Payment Period
               commencing June 27, 2002) (each such date, an "Interest Reset
               Date"), Wells Fargo Bank, National Association (the "Calculation
               Agent"), will determine the Three-Month LIBOR Rate which shall be
               the rate for deposits in the London interbank market in U.S.
               dollars having a three-month maturity which appears on the
               Telerate Page 3750 as of 11:00 a.m., London time, on such
               Interest Reset Date. "Telerate Page 3750" means the display on
               Page 3750 of the Bloomberg Financial Markets Commodities News (or
               such other page as may replace that page on that service for the
               purpose of displaying London interbank offered rates of major
               banks for U.S. dollar deposits). If the Three-Month LIBOR Rate on
               such Interest Reset Date does not appear on the Telerate Page
               3750, such Three-Month LIBOR Rate will be determined as described
               in (ii) below. "LIBOR Business Day" means any day that is not a
               Saturday, Sunday or other day on which commercial banking
               institutions in New York, New York or Wilmington, Delaware are
               authorized or obligated by law or executive order to be closed.
               If such rate is superseded on Telerate Page 3750 by a corrected
               rate before 12:00 noon (London time) on the same Interest Reset
               Date, the corrected rate as so substituted will be the applicable
               LIBOR for that Interest Reset Date.

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

          (iii) If the Calculation Agent is required but is unable to determine
               a rate in accordance with at least one of the procedures provided
               above, LIBOR shall be

                                      -12-

<PAGE>

               LIBOR in effect on the previous Interest Reset Date (whether or
               not LIBOR for such period was in fact determined on such Interest
               Reset Date).

          (b) The Floating Interest Rate and amount of interest to be paid on
     the Debentures for each Interest Payment Period will be determined by the
     Calculation Agent. All calculations made by the Calculation Agent shall, in
     the absence of manifest error, be conclusive for all purposes and binding
     on the Company and Holders of the Debentures. So long as the Three-Month
     LIBOR Rate is required to be determined with respect to the Debentures,
     there will at all times be a Calculation Agent. In the event that any then
     acting Calculation Agent shall be unable or unwilling to act, or that such
     Calculation Agent shall fail duly to establish the Three-Month LIBOR Rate
     for any Interest Payment Period, or that the Company proposes to remove
     such Calculation Agent, the Company shall appoint another Person which is a
     bank, trust company, investment banking firm or other financial institution
     to act as the Calculation Agent.

          (c) The Trustee shall provide written notice of the Floating Interest
     Rate as certified by the Calculation Agent to each holder of Debentures as
     set forth in the Debenture Register no later than five Business Days
     following each Interest Reset Date.

          (d) If, at any time while the Trust or the Property Trustee is the
     holder of any Debentures, the Trust or the Property Trustee is subject to
     or is required to pay any taxes, duties, assessments or governmental
     charges of whatever nature (including withholding taxes) imposed by the
     United States, or any other taxing authority, then, in any case, the
     Company shall pay as additional amounts ("Additional Sums") on the
     Debentures held by the Trust or the Property Trustee, such additional
     amounts as shall be required so that the net amounts received and retained
     by the Trust and the Property Trustee after the withholding or paying of
     such taxes, duties, assessments or other governmental charges shall be
     equal to the amounts the Trust and the Property Trustee would have received
     and retained had no such taxes, duties, assessments or other government
     charges been imposed.

          (h) The Floating Interest Rate will in no event be higher than the
     maximum rate permitted by the law of the State of Delaware, or, if higher,
     the law of the United States of America.

     Section 2.6 Execution and Authentications.

          (a) The Debentures shall be signed on behalf of the Company by its
     Chief Executive Officer, President or one of its Vice Presidents, under its
     corporate seal, if any, attested by its Secretary or one of its Assistant
     Secretaries. Signatures may be in the form of a manual or facsimile
     signature. The Company may use the facsimile signature of any Person who
     shall have been a Chief Executive Officer, President or Vice President
     thereof, or of any Person who shall have been a Secretary or Assistant
     Secretary thereof, notwithstanding the fact that at the time the Debentures
     shall be authenticated and delivered or disposed of such Person shall have
     ceased to be the Chief Executive Officer,

                                      -13-

<PAGE>

     President or a Vice President, or the Secretary or an Assistant Secretary,
     of the Company (and any such signature shall be binding on the Company).
     The corporate seal of the Company, if any, may be in the form of a
     facsimile of such seal and may be impressed, affixed, imprinted or
     otherwise reproduced on the Debentures. The Debentures may contain such
     notations, legends or endorsements required by law, stock exchange rule or
     usage. Each Debenture shall be dated the date of its authentication by the
     Trustee. A Debenture shall not be valid until authenticated manually by an
     authorized signatory of the Trustee, or by an Authenticating Agent. Such
     signature shall be conclusive evidence that the Debenture so authenticated
     has been duly authenticated and delivered hereunder and that the holder is
     entitled to the benefits of this Indenture.

          (a) At any time and from time to time after the execution and delivery
     of this Indenture, the Company may deliver Debentures executed by the
     Company to the Trustee for authentication, together with a written order of
     the Company for the authentication and delivery of such Debentures signed
     by its Chief Executive Officer, President or any Vice President and its
     Treasurer or any Assistant Treasurer, and the Trustee in accordance with
     such written order shall authenticate and deliver such Debentures.

          (b) In authenticating such Debentures and accepting the additional
     responsibilities under this Indenture in relation to such Debentures, the
     Trustee shall be entitled to receive, and (subject to Section 9.1(b)) shall
     be fully protected in relying upon, an Opinion of Counsel stating that the
     form and terms thereof have been established in conformity with the
     provisions of this Indenture.

          (c) The Trustee shall not be required to authenticate such Debentures
     if the issue of such Debentures pursuant to this Indenture shall affect the
     Trustee's own rights, duties or immunities under the Debentures and this
     Indenture or otherwise in a manner that is not reasonably acceptable to the
     Trustee.

     Section 2.7 Registration of Transfer and Exchange.

          (a) Subject to Section 2.3, Debentures may be exchanged upon
     presentation thereof at the office or agency of the Company designated for
     such purpose in Wilmington, Delaware or at the office of the Debenture
     Registrar, for other Debentures and for a like aggregate principal amount
     in denominations of integral multiples of $1,000, upon payment of a sum
     sufficient to cover any tax or other governmental charge in relation
     thereto, all as provided in this Section 2.7. In respect of any Debentures
     so surrendered for exchange, the Company shall execute, the Trustee, upon
     written order of the Company, shall authenticate and such office or agency
     shall deliver in exchange therefore the Debenture or Debentures that the
     Debentureholder making the exchange shall be entitled to receive, bearing
     numbers not contemporaneously outstanding.

          (b) The Company shall keep, or cause to be kept, at its office or
     agency designated for such purpose in Wilmington, Delaware or at the office
     of the Debenture Registrar or such other location designated by the Company
     a register or registers (herein referred to as the "Debenture Register") in
     which, subject to such reasonable regulations as it may prescribe, the
     Company shall register the Debentures and the transfers of

                                      -14-

<PAGE>

     Debentures as provided in this Article II and which at all reasonable times
     shall be open for inspection by the Trustee. The registrar for the purpose
     of registering Debentures and transfer of Debentures as herein provided
     shall initially be the Trustee and thereafter as may be appointed by the
     Company as authorized by Board Resolution (the "Debenture Registrar").
     Subject to Section 2.3, upon surrender for transfer of any Debenture at the
     office or agency of the Company designated for such purpose, the Company
     shall execute, the Trustee, upon written order of the Company, shall
     authenticate and such office or agency shall deliver in the name of the
     transferee or transferees a new Debenture or Debentures for a like
     aggregate principal amount. All Debentures presented or surrendered for
     exchange or registration of transfer, as provided in this Section 2.7,
     shall be accompanied (if so required by the Company or the Debenture
     Registrar) by a written instrument or instruments of transfer, in form
     satisfactory to the Company or the Debenture Registrar, duly executed by
     the registered holder or by such holder's duly authorized attorney in
     writing.

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

     THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
     APPLICABLE SECURITIES LAWS. NEITHER THIS DEBENTURE 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 THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
     REGISTRATION. PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER
     PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER
     THE LATER OF (i) THE ORIGINAL ISSUE DATE HEREOF OR (ii) THE LAST DATE ON
     WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS
     DEBENTURE (OR ANY PREDECESSOR OF THIS DEBENTURE) AND (Y) SUCH LATER DATE,
     IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAWS (THE "RESALE RESTRICTION
     TERMINATION DATE"), THE HOLDER OF THIS DEBENTURE BY ITS ACCEPTANCE HEREOF
     AGREES FOR THE BENEFIT OF THE COMPANY TO OFFER, SELL OR OTHERWISE TRANSFER
     THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN AFFILIATE OF THE COMPANY, (B)
     PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
     UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS DEBENTURE IS ELIGIBLE FOR
     RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER THE SECURITIES
     ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
     BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
     THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
     144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
     SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501

                                      -15-

<PAGE>

     UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS DEBENTURE 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
     (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
     REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
     TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER
     DISPOSITION (i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY
     THE HOLDER OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER
     INFORMATION SATISFACTORY TO THE COMPANY TO CONFIRM THAT SUCH TRANSFER IS
     BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
     TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF
     THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
     APPEARING ON THE OTHER SIDE OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY
     THE TRANSFEROR TO THE TRUSTEE AND THE REGISTRAR IN CONNECTION WITH ANY
     TRANSFER OF THIS DEBENTURE PRIOR TO THE RESALE RESTRICTION TERMINATION
     DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE
     CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT
     THE CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE REGISTRAR. THIS LEGEND
     WILL BE REMOVED UPON REQUEST OF THE HOLDER AFTER THE EARLIER OF (i) THE
     TRANSFER OF THE DEBENTURE EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR
     (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH
     SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS DEBENTURE OF
     THE RESALE RESTRICTIONS REFERRED TO HEREIN.

     PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS DEBENTURE MAY BE
     TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF
     NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN
     AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE
     RESTRICTION TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
     EFFECT WHATSOEVER. AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY
     ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF
     LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
     WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE
     HOLDER OF THIS DEBENTURE FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO,
     THE RIGHT TO RECEIVE INTEREST PAYMENTS ON THIS DEBENTURE, AND SUCH
     PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN THIS
     DEBENTURE.

                                      -16-

<PAGE>

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

          (d) No service charge shall be made for any exchange or registration
     of transfer of Debentures, or issue of new Debentures in case of partial
     redemption, but the Company may require payment of a sum sufficient to
     cover any tax or other governmental charge in relation thereto. Other than
     exchanges pursuant to Section 2.8, the Company shall not be required (i) to
     issue, exchange or register the transfer of any Debentures during a period
     beginning at the opening of 15 business days before the day of the mailing
     of a notice of redemption of less than all the Outstanding Debentures and
     ending at the close of business on the day of such mailing; nor (ii) to
     register the transfer of or exchange any Debentures or portions thereof
     called for redemption.

          (e) Nothing herein withstanding, the Property Trustee shall not be
     authorized, other than in the case of Default, to cause the transfer of a
     Debenture issued hereunder except (i) upon prior consent and authorization
     by the Administrative Trustees or (ii) upon order of a court of competent
     jurisdiction.

          (f) Debentures may only be transferred, in whole or in part, in
     accordance with the terms and conditions set forth in this Indenture. Any
     transfer or purported transfer of any Debenture not made in accordance with
     this Indenture shall be null and void.

     Section 2.8 Temporary Debentures.

     Pending the preparation of definitive Debentures, the Company may execute,
and the Trustee shall authenticate and deliver, temporary Debentures (printed,
lithographed, or typewritten). Such temporary Debentures shall be substantially
in the form of the definitive Debentures in lieu of which they are issued, but
with such omissions, insertions and variations as may be appropriate for
temporary Debentures, all as may be determined by the Company. Every temporary
Debenture shall be executed by the Company and be authenticated by the Trustee
upon the same conditions and in substantially the same manner, and with like
effect, as the definitive Debentures. Without unnecessary delay the Company
shall execute and shall furnish definitive Debentures and thereupon any or all
temporary Debentures may be surrendered in exchange therefor (without charge to
the holders), at the office or agency of the Company designated for that purpose
in Wilmington, Delaware or such other office or agency as the Company shall
designate for that purpose pursuant to Section 5.2 hereof, and the Trustee shall
authenticate, upon written order of the Company, and such office or agency shall
deliver in exchange for such temporary Debentures an equal aggregate principal
amount of definitive Debentures, unless the Company advises the Trustee to the
effect that definitive Debentures need not be authenticated and furnished until
further notice from the Company. Until so exchanged, the temporary Debentures
shall be entitled to the same benefits under this Indenture as definitive
Debentures authenticated and delivered hereunder.

                                      -17-

<PAGE>

     Section 2.9 Mutilated, Destroyed, Lost or Stolen Debentures.

          (a) In case any temporary or definitive Debenture shall become
     mutilated or be destroyed, lost or stolen, the Company (subject to the next
     succeeding sentence) shall execute, and upon the Company's written order
     and request the Trustee (subject as aforesaid) shall authenticate and
     deliver, a new Debenture bearing a number not contemporaneously
     outstanding, in exchange and substitution for the mutilated Debenture, or
     in lieu of and in substitution for the Debenture so destroyed, lost, stolen
     or mutilated. In every case the applicant for a substituted Debenture shall
     furnish to the Company and the Trustee such security or indemnity as may be
     required by them to hold each of them harmless, and, in every case of
     destruction, loss or theft, the applicant shall also furnish to the Company
     and the Trustee evidence to their satisfaction of the destruction, loss or
     theft of the applicant's Debenture and of the ownership thereof. The
     Trustee may authenticate any such substituted Debenture and deliver the
     same upon the written order and request or authorization of the Chief
     Executive Officer, President or any Vice President and the Treasurer or any
     Assistant Treasurer of the Company. Upon the issuance of any substituted
     Debenture, the Company may require the payment of a sum sufficient to cover
     any tax or other governmental charge that may be imposed in relation
     thereto and any other expenses (including the fees and expenses of the
     Trustee) connected therewith. In case any Debenture that has matured or is
     about to mature shall become mutilated or be destroyed, lost or stolen, the
     Company may, instead of issuing a substitute Debenture, pay or authorize
     the payment of the same (without surrender thereof except in the case of a
     mutilated Debenture) if the applicant for such payment shall furnish to the
     Company and the Trustee such security or indemnity as they may require to
     hold them harmless, and, in case of destruction, loss or theft, evidence to
     the satisfaction of the Company and the Trustee of the destruction, loss or
     theft of such Debenture and of the ownership thereof.

          (b) Every replacement Debenture issued pursuant to the provisions of
     this Section 2.9 shall constitute an additional contractual obligation of
     the Company whether or not the mutilated, destroyed, lost or stolen
     Debenture shall be found at any time, or be enforceable by anyone, and
     shall be entitled to all the benefits of this Indenture equally and
     proportionately with any and all other Debentures duly issued hereunder.
     All Debentures shall be held and owned upon the express condition that the
     foregoing provisions are exclusive with respect to the replacement or
     payment of mutilated, destroyed, lost or stolen Debentures, and shall
     preclude (to the extent lawful) any and all other rights or remedies,
     notwithstanding any law or statute existing or hereafter enacted to the
     contrary with respect to the replacement or payment of negotiable
     instruments or other securities without their surrender.

     Section 2.10 Cancellation.

     All Debentures surrendered for the purpose of payment, redemption, exchange
or registration of transfer shall, if surrendered to the Company or any Paying
Agent, be delivered to the Trustee for cancellation, or, if surrendered to the
Trustee, shall be canceled by it, and no Debentures shall be issued in lieu
thereof except as expressly required or permitted by any of the provisions of
this Indenture. On request of the Company at the time of such surrender, the

                                      -18-

<PAGE>

Trustee shall deliver to the Company canceled Debentures held by the Trustee. In
the absence of such request the Trustee may dispose of canceled Debentures in
accordance with its standard procedures and deliver a certificate of disposition
to the Company. If the Company shall otherwise acquire any of the Debentures,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Debentures unless and until the same are
delivered to the Trustee for cancellation.

     Section 2.11 Benefit of Indenture.

     Nothing in this Indenture or in the Debentures, express or implied, shall
give or be construed to give to any Person, other than the parties hereto and
the holders of the Debentures (and, with respect to the provisions of Article
XVI, the holders of the Senior Indebtedness) any legal or equitable right,
remedy or claim under or in respect of this Indenture, or under any covenant,
condition or provision herein contained; all such covenants, conditions and
provisions being for the sole benefit of the parties hereto and of the holders
of the Debentures (and, with respect to the provisions of Article XVI, the
holders of the Senior Indebtedness).

     Section 2.12 Authentication Agent.

          (a) So long as any of the Debentures remain Outstanding there may be
     an Authenticating Agent for any or all such Debentures, and the Trustee
     shall have the right to appoint such Authenticating Agent. Said
     Authenticating Agent shall be authorized to act on behalf of the Trustee to
     authenticate Debentures issued upon exchange, transfer or partial
     redemption thereof, and Debentures so authenticated shall be entitled to
     the benefits of this Indenture and shall be valid and obligatory for all
     purposes as if authenticated by the Trustee hereunder. All references in
     this Indenture to the authentication of Debentures by the Trustee shall be
     deemed to include authentication by an Authenticating Agent. Each
     Authenticating Agent shall be acceptable to the Company and shall be a
     corporation that has a combined capital and surplus, as most recently
     reported or determined by it, sufficient under the laws of any jurisdiction
     under which it is organized or in which it is doing business to conduct a
     trust business, and that is otherwise authorized under such laws to conduct
     such business and is subject to supervision or examination by federal or
     state authorities. If at any time any Authenticating Agent shall cease to
     be eligible in accordance with these provisions, it shall resign
     immediately.

          (b) Any Authenticating Agent may at any time resign by giving written
     notice of resignation to the Trustee and to the Company. The Trustee may at
     any time (and upon request by the Company shall) terminate the agency of
     any Authenticating Agent by giving written notice of termination to such
     Authenticating Agent and to the Company. Upon resignation, termination or
     cessation of eligibility of any Authenticating Agent, the Trustee may
     appoint an eligible successor Authenticating Agent acceptable to the
     Company. Any successor Authenticating Agent, upon acceptance of its
     appointment hereunder, shall become vested with all the rights, powers and
     duties of its predecessor hereunder as if originally named as an
     Authenticating Agent pursuant hereto.

                                      -19-

<PAGE>

                                   ARTICLE III

                            REDEMPTION OF DEBENTURES

     Section 3.1 Special Event Redemption.

     If, prior to June 30, 2007, a Special Event has occurred and is continuing,
then, notwithstanding Section 3.2(a) but subject to Section 3.2(b), the Company
shall have the right upon not less than 30 days' nor more than 60 days' notice
to the holders of the Debentures to redeem the Debentures, in whole but not in
part, for cash within 180 days following the occurrence of such Special Event
(the "180-Day Period") at a redemption price equal to One Hundred Three Percent
(103%) of the principal amount to be redeemed plus any accrued and unpaid
interest thereon to the date of such redemption (the "Redemption Price"),
provided that if at the time there is available to the Company the opportunity
to eliminate, within the 180-Day Period, a Tax Event by taking some ministerial
action (a "Ministerial Action"), such as filing a form or making an election, or
pursuing some other similar reasonable measure which has no adverse effect on
the Company, the Trustee, the Trust or the holders of the Trust Securities
issued by the Trust, the Company shall pursue such Ministerial Action in lieu of
redemption. The Redemption Price shall be paid prior to 12:00 noon, New York
time, on the date of such redemption or such earlier time as the Company
determines, provided that the Company shall deposit with the Trustee an amount
sufficient to pay the Redemption Price by 10:00 a.m., New York time, on the date
such Redemption Price is to be paid.

     Section 3.2 Optional Redemption by Company.

          (a) Subject to the provisions of Section 3.2(b), except as otherwise
     may be specified in this Indenture, the Company shall have the right to
     redeem the Debentures, in whole or in part, from time to time, on any
     Interest Payment Date after June 30, 2007 (each a "Redemption Date"), at a
     Redemption Price equal to 100% of the principal amount to be redeemed plus
     any accrued and unpaid interest thereon to the Redemption Date. Any
     redemption pursuant to this Section 3.2(a) shall be made upon not less than
     30 days' nor more than 60 days' notice to the holder of the Debentures, at
     the Redemption Price. If the Debentures are only partially redeemed
     pursuant to this Section 3.2, the Debentures shall be redeemed pro rata or
     by lot or in such other manner as the Trustee shall in good faith deem
     appropriate and fair in its sole discretion. The Redemption Price shall be
     paid prior to 12:00 noon, New York time, on the Redemption Date or at such
     earlier time as the Company determines provided that the Company shall
     deposit with the Trustee an amount sufficient to pay the Redemption Price
     by 10:00 a.m., New York time, on the Redemption Date.

          (b) Any redemption of Debentures pursuant to Section 3.1 or Section
     3.2 shall be subject to the Company obtaining the prior approval of the
     Federal Reserve, if such approval is then required under the applicable
     capital guidelines, policies or regulations of the Federal Reserve, and any
     other required regulatory approvals.

          (c) If a partial redemption of the Debentures would result in the
     delisting of the Trust Preferred Securities issued by the Trust from any
     national securities exchange

                                      -20-

<PAGE>

     or other organization on which the Trust Preferred Securities are then
     listed, if any, the Company shall not be permitted to effect such partial
     redemption and may only redeem the Debentures in whole.

          (d) Subject to the provisions of this Section 3.2, the Company shall
     have the right to redeem Debentures in a principal amount equal to the
     Liquidation Amount (as defined in the Trust Agreement) of any Trust
     Preferred Securities purchased and beneficially owned by the Company, plus
     an additional principal amount of Debentures equal to the Liquidation
     Amount (as defined in the Trust Agreement) of that number of Common
     Securities that bears the same proportion to the total number of Common
     Securities then outstanding as the number of Trust Preferred Securities to
     be redeemed bears to the total number of Trust Preferred Securities then
     outstanding. Such Debentures shall be redeemed pursuant to this Section
     3.2(d) only in exchange for and upon surrender by the Company to the
     Property Trustee of the Trust Preferred Securities and a proportionate
     amount of Common Securities, whereupon the Property Trustee shall cancel
     the Trust Preferred Securities and Common Securities so surrendered and a
     Like Amount (as defined in the Trust Agreement) of Debentures shall be
     extinguished by the Trustee and shall no longer be deemed Outstanding.

     Section 3.3 Notice of Redemption.

     In case the Company shall desire to exercise such right to redeem all or,
     as the case may be, a portion of the Debentures in accordance with the
     right reserved so to do, the Company shall, or shall cause the Trustee to
     upon receipt of at least 45 days' written notice from the Company (which
     notice shall, in the event of a partial redemption, include a
     representation to the effect that such partial redemption will not result
     in the delisting of the Trust Preferred Securities as described in Section
     3.2(c) above), give notice of such redemption to holders of the Debentures
     to be redeemed by mailing, first class postage prepaid, a notice of such
     redemption not less than 30 days and not more than 180 days before the date
     fixed for redemption to such holders at their last addresses as they shall
     appear upon the Debenture Register unless a shorter period is specified in
     the Debentures to be redeemed. Any notice that is mailed in the manner
     herein provided shall be conclusively presumed to have been duly given,
     whether or not the registered holder receives the notice. In any case,
     failure duly to give such notice to the holder of any Debenture designated
     for redemption in whole or in part, or any defect in the notice, shall not
     affect the validity of the proceedings for the redemption of any other
     Debentures. In the case of any redemption of Debentures prior to the
     expiration of any restriction on such redemption provided in the terms of
     such Debentures or elsewhere in this Indenture, the Company shall furnish
     the Trustee with an Officers' Certificate evidencing compliance with any
     such restriction. Each such notice of redemption shall specify the date
     fixed for redemption and the Redemption Price and shall state that payment
     of the Redemption Price shall be made at the office or agency of the
     Company or at the Corporate Trust Office of the Trustee, upon presentation
     and surrender of such Debentures, that interest accrued to the date fixed
     for redemption shall be paid as specified in said notice and that from and
     after said date interest shall cease to accrue. If less than all the
     Debentures are to be redeemed, the notice to the holders of the Debentures
     shall specify the particular Debentures to be redeemed. If the Debentures
     are

                                      -21-

<PAGE>

     to be redeemed in part only, the notice shall state the portion of the
     principal amount thereof to be redeemed and shall state that on and after
     the redemption date, upon surrender of such Debenture, a new Debenture or
     Debentures in principal amount equal to the unredeemed portion thereof will
     be issued to the holder. If less than all the Debentures are to be
     redeemed, the Company shall give the Trustee at least 45 days' notice in
     advance of the date fixed for redemption as to the aggregate principal
     amount of Debentures to be redeemed, and thereupon the Trustee shall
     select, pro rata or by lot or in such other manner as it shall in good
     faith deem appropriate and fair in its sole discretion, the portion or
     portions (equal to $1,000 or any integral multiple thereof) of the
     Debentures to be redeemed and shall thereafter promptly notify the Company
     in writing of the numbers of the Debentures to be redeemed, in whole or in
     part. The Company may, if and whenever it shall so elect pursuant to the
     terms hereof, by delivery of instructions signed on its behalf by its Chief
     Executive Officer, its President or any Vice President, instruct the
     Trustee or any Paying Agent to call all or any part of the Debentures for
     redemption and to give notice of redemption in the manner set forth in this
     Section 3.3, such notice to be in the name of the Company or its own name
     as the Trustee or such Paying Agent may deem advisable. In any case in
     which notice of redemption is to be given by the Trustee or any such Paying
     Agent, the Company shall deliver or cause to be delivered to, or permit to
     remain with, the Trustee or such Paying Agent, as the case may be, such
     Debenture Register, transfer books or other records, or suitable copies or
     extracts therefrom, sufficient to enable the Trustee or such Paying Agent
     to give any notice by mail that may be required under the provisions of
     this Section 3.3.

     Section 3.4 Payment Upon Redemption.

          (a) If the giving of notice of redemption shall have been completed as
     above provided, the Debentures or portions of Debentures to be redeemed
     specified in such notice shall become due and payable on the date and at
     the place stated in such notice at the applicable Redemption Price, and
     interest on such Debentures or portions of Debentures shall cease to accrue
     on and after the date fixed for redemption, unless the Company shall
     default in the payment of such Redemption Price with respect to any such
     Debenture or portion thereof. On presentation and surrender of such
     Debentures on or after the date fixed for redemption at the place of
     payment specified in the notice, said Debentures shall be paid and redeemed
     at the Redemption Price (but if the date fixed for redemption is an
     Interest Payment Date, the interest installment payable on such date shall
     be payable to the registered holder at the close of business on the
     applicable record date).

          (b) Upon presentation of any Debenture that is to be redeemed in part
     only, the Company shall execute and the Trustee or the Authenticating
     Agent, upon written order of the Company, shall authenticate and the office
     or agency where the Debenture is presented shall deliver to the holder
     thereof, at the expense of the Company, a new Debenture of authorized
     denomination in principal amount equal to the unredeemed portion of the
     Debenture so presented.

                                      -22-

<PAGE>

     Section 3.5 No Sinking Fund.

     The Debentures are not entitled to the benefit of any sinking fund.

                                   ARTICLE IV

                      EXTENSION OF INTEREST PAYMENT PERIOD

     Section 4.1 Extension of Interest Payment Period.

     The Company shall have the right, at any time and from time to time during
the term of the Debentures so long as no Event of Default has occurred and is
continuing, to defer payments of interest by extending the interest payment
period of such Debentures for a period not exceeding 20 consecutive quarters
(the "Extended Interest Payment Period"), during which Extended Interest Payment
Period no interest shall be due and payable; provided that no Extended Interest
Payment Period may extend beyond the Maturity Date or end on a date other than
an Interest Payment Date. To the extent permitted by applicable law, interest,
the payment of which has been deferred because of the extension of the interest
payment period pursuant to this Section 4.1, shall bear interest thereon at the
Floating Interest Rate in effect for each period compounded quarterly for each
quarter of the Extended Interest Payment Period ("Compounded Interest"). At the
end of the Extended Interest Payment Period, the Company shall calculate (and
deliver such calculation to the Trustee) and pay all interest accrued and unpaid
on the Debentures, including any Additional Interest and Compounded Interest
(together, "Deferred Interest") that shall be payable to the holders of the
Debentures in whose names the Debentures are registered in the Debenture
Register on the first record date after the end of the Extended Interest Payment
Period. Before the termination of any Extended Interest Payment Period, the
Company may further extend such period so long as no Event of Default has
occurred and is continuing, provided that such period together with all such
further extensions thereof shall not exceed 20 consecutive quarters, or extend
beyond the Maturity Date of the Debentures or end on a date other than an
Interest Payment Date. Upon the termination of any Extended Interest Payment
Period and upon the payment of all Deferred Interest then due, the Company may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extended Interest
Payment Period, except at the end thereof, but the Company may prepay at any
time all or any portion of the interest accrued during an Extended Interest
Payment Period.

     Section 4.2 Notice of Extension.

          (a) If the Property Trustee is the only registered holder of the
     Debentures at the time the Company selects an Extended Interest Payment
     Period, the Company shall give written notice to the Administrative
     Trustees, the Property Trustee and the Trustee of its selection of such
     Extended Interest Payment Period two Business Days before the earlier of
     (i) the next succeeding date on which Distributions on the Trust Securities
     issued by the Trust are payable; or (ii) the date the Trust is required to
     give notice of the record date, or the date such Distributions are payable,
     to any applicable self-regulatory organization or to holders of the Trust
     Preferred Securities issued by the Trust.

                                      -23-

<PAGE>

          (b) If the Property Trustee is not the only holder of the Debentures
     at the time the Company selects an Extended Interest Payment Period, the
     Company shall give the holders of the Debentures and the Trustee written
     notice of its selection of such Extended Interest Payment Period at least
     two Business Days before the earlier of (i) the next succeeding Interest
     Payment Date; or (ii) the date the Company is required to give notice of
     the record or payment date of such interest payment to any applicable
     self-regulatory organization, if any, or to holders of the Debentures.

          (c) The quarter in which any notice is given pursuant to paragraphs
     (a) or (b) of this Section 4.2 shall be counted as one of the 20 quarters
     permitted in the maximum Extended Interest Payment Period permitted under
     Section 4.1.

     Section 4.3 Limitation on Transactions.

     If (i) the Company shall exercise its right to defer payment of interest as
provided in Section 4.1; or (ii) there shall have occurred and be continuing any
Event of Default, then

          (a) the Company shall not, and will not permit any Subsidiary to,
     declare or pay any dividends on, make any distributions with respect to, or
     redeem, purchase, acquire or make a liquidation payment with respect to,
     any of its capital stock (other than (1) dividends or distributions in
     shares of, or options, warrants or rights to subscribe for or purchase
     shares of, common stock of the Company or such Subsidiary, (2) any
     declaration of a dividend in connection with the implementation of a
     shareholder's rights plan, or the issuance of stock under any such plan in
     the future, or the redemption or repurchase of any such rights pursuant
     thereto, (3) purchases of common stock of the Company related to the
     issuance of such common stock under any of the Company's employee benefit
     plans for its directors, officers or employees, (4) as a result of a
     reclassification of any class or series of the Company's capital stock
     solely into another class or series of the Company's capital stock, or (5)
     declarations or payments of dividends or distributions payable by a
     Subsidiary of the Company to the Company or to any of the Company's
     Subsidiaries);

          (b) the Company shall not, and will not permit any Subsidiary to, make
     any payment of interest, principal or premium, if any, or repay, repurchase
     or redeem any debt securities issued by the Company which rank pari passu
     with or junior to the Debentures;

          (c) the Company shall not make any guarantee payments with respect to
     any guarantee by the Company of the debt securities of any Subsidiary of
     the Company if such guarantee ranks pari passu with or junior to the
     Debentures; provided, however, that notwithstanding the foregoing the
     Company may make payments pursuant to its obligations under the Trust
     Preferred Securities Guarantee; and

          (d) the Company shall not redeem, purchase or acquire less than all of
     the Outstanding Debentures or any of the Trust Preferred Securities.

                                      -24-

<PAGE>

                                    ARTICLE V

                       PARTICULAR COVENANTS OF THE COMPANY

     Section 5.1 Payment of Principal and Interest.

     The Company shall duly and punctually pay or cause to be paid the principal
of and interest on the Debentures at the time and place and in the manner
provided herein.

     Section 5.2 Maintenance of Agency.

     So long as any of the Debentures remain Outstanding, the Company shall
maintain, or shall cause to be maintained, an office or agency in Wilmington,
Delaware, and at such other location or locations as may be designated as
provided in this Section 5.2, where (i) Debentures may be presented for payment;
(ii) Debentures may be presented as hereinabove authorized for registration of
transfer and exchange; and (iii) notices and demands to or upon the Company in
respect of the Debentures and this Indenture may be given or served, such
designation to continue with respect to such office or agency until the Company
shall, by written notice signed by its Chief Executive Officer, President or an
Executive Vice President and delivered to the Trustee, designate some other
office or agency for such purposes or any of them. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, notices and demands. In addition to any such office or agency,
the Company may from time to time designate one or more offices or agencies
outside of Wilmington, Delaware where the Debentures may be presented for
registration or transfer and for exchange in the manner provided herein, and the
Company may from time to time rescind such designation as the Company may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
any such office or agency in Wilmington, Delaware for the purposes above
mentioned. The Company shall give the Trustee prompt written notice of any such
designation or rescission thereof.

     Section 5.3 Paying Agents.

          (a) The Trustee shall be the initial Paying Agent. If the Company
     shall appoint one or more Paying Agents for the Debentures, other than the
     Trustee, the Company shall cause each such Paying Agent to execute and
     deliver to the Trustee an instrument in which such agent shall agree with
     the Trustee, subject to the provisions of this Section 5.3:

          (i)  that it shall hold all sums held by it as such agent for the
               payment of the principal of or interest on the Debentures
               (whether such sums have been paid to it by the Company or by any
               other obligor of such Debentures) in trust for the benefit of the
               Persons entitled thereto;

          (ii) that it shall give the Trustee notice of any failure by the
               Company (or by any other obligor of such Debentures) to make any
               payment of the

                                      -25-

<PAGE>

               principal of or interest on the Debentures when the same shall be
               due and payable;

          (iii) that it shall, at any time during the continuance of any failure
               referred to in the preceding paragraph (a)(ii) above, upon the
               written request of the Trustee, forthwith pay to the Trustee all
               sums so held in trust by such Paying Agent; and

          (iv) that it shall perform all other duties of Paying Agent as set
               forth in this Indenture.

          (b) If the Company shall act as its own Paying Agent with respect to
     the Debentures, it shall on or before each due date of the principal of or
     interest on such Debentures, set aside, segregate and hold in trust for the
     benefit of the Persons entitled thereto a sum sufficient to pay such
     principal or interest so becoming due on Debentures until such sums shall
     be paid to such Persons or otherwise disposed of as herein provided and
     shall promptly notify the Trustee of such action, or any failure (by it or
     any other obligor on such Debentures) to take such action. Whenever the
     Company shall have one or more Paying Agents for the Debentures, it shall,
     prior to each due date of the principal of or interest on any Debentures,
     deposit with the Paying Agent a sum sufficient to pay the principal or
     interest so becoming due, such sum to be held in trust for the benefit of
     the Persons entitled to such principal or interest, and (unless such Paying
     Agent is the Trustee) the Company shall promptly notify the Trustee of this
     action or failure so to act.

          (c) Notwithstanding anything in this Section 5.3 to the contrary, (i)
     the agreement to hold sums in trust as provided in this Section 5.3 is
     subject to the provisions of Section 13.3 and 13.4; and (ii) the Company
     may at any time, for the purpose of obtaining the satisfaction and
     discharge of this Indenture or for any other purpose, pay, or direct any
     Paying Agent to pay, to the Trustee all sums held in trust by the Company
     or such Paying Agent, such sums to be held by the Trustee upon the same
     terms and conditions as those upon which such sums were held by the Company
     or such Paying Agent; and, upon such payment by any Paying Agent to the
     Trustee, such Paying Agent shall be released from all further liability
     with respect to such money.

     Section 5.4 Appointment to Fill Vacancy in Office of Trustee.

     The Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, shall appoint, in the manner provided in Section 9.11, a Trustee, so
that there shall at all times be a Trustee hereunder.

     Section 5.5 Compliance with Consolidation Provisions.

     The Company shall not, while any of the Debentures remain Outstanding,
consolidate with, or merge into, or sell or convey all or substantially all of
its property to any other company unless the provisions of Article XII hereof
are complied with.

                                      -26-

<PAGE>

     Section 5.6 Limitation on Transactions.

     If Debentures are issued to the Trust or a trustee of the Trust in
connection with the issuance of Trust Securities by the Trust and (i) there
shall have occurred any event that would constitute an Event of Default; (ii)
the Company shall be in default with respect to any of its obligations under the
Trust Preferred Securities Guarantee relating to the Trust; or (iii) the Company
shall have given notice of its election to defer payments of interest on such
Debentures by extending the interest payment period as provided in this
Indenture and such period, or any extension thereof, shall be continuing, then

          (a) the Company shall not, and will not permit any Subsidiary to,
     declare or pay any dividends on, make any distributions with respect to, or
     redeem, purchase, acquire or make a liquidation payment with respect to,
     any of its capital stock (other than (1) dividends or distributions in
     shares of, or options, warrants or rights to subscribe for or purchase
     shares of, common stock of the Company or such Subsidiary, (2) any
     declaration of a dividend in connection with the implementation of a
     shareholder's rights plan, or the issuance of stock under any such plan in
     the future, or the redemption or repurchase of any such rights pursuant
     thereto, (3) purchases of common stock of the Company related to the
     issuance of such common stock under any of the Company's employee benefit
     plans for its directors, officers or employees, (4) as a result of a
     reclassification of any class or series of the Company's capital stock
     solely into another class or series of the Company's capital stock, or (5)
     declarations or payments of dividends or distributions payable by a
     Subsidiary of the Company to the Company or to any of the Company's
     Subsidiaries);

          (b) the Company shall not, and will not permit any Subsidiary to, make
     any payment of interest, principal or premium, if any, or repay, repurchase
     or redeem any debt securities issued by the Company which rank pari passu
     with or junior to the Debentures;

          (c) the Company shall not make any guarantee payments with respect to
     any guarantee by the Company of the debt securities of any Subsidiary of
     the Company if such guarantee ranks pari passu with or junior in interest
     to the Debentures; provided, however, that the Company may make payments
     pursuant to its obligations under the Trust Preferred Securities Guarantee;
     and

          (d) the Company shall not redeem, purchase or acquire less than all of
     the Outstanding Debentures or any of the Trust Preferred Securities.

     Section 5.7 Covenants as to the Trust.

     For so long as the Trust Securities of the Trust remain outstanding, the
Company shall (i) maintain 100% direct or indirect ownership of the Common
Securities of the Trust; provided, however, that any permitted successor of the
Company under this Indenture may succeed to the Company's ownership of the
Common Securities; (ii) not voluntarily terminate, wind up or liquidate the
Trust, except upon prior approval of the Federal Reserve if then so required
under applicable capital guidelines, policies or regulations of the Federal
Reserve; and (iii) use its

                                      -27-

<PAGE>

reasonable efforts to cause the Trust (a) to remain a business trust (and to
avoid involuntary dissolution, termination, winding up or liquidation), except
in connection with a distribution of Debentures, the redemption of all of the
Trust Securities of the Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Trust Agreement and (b) to otherwise
continue not to be treated as an association taxable as a corporation or
partnership for United States federal income tax purposes. In connection with
the distribution of the Debentures to the holders of the Trust Preferred
Securities issued by the Trust upon a Dissolution Event, the Company shall use
its reasonable efforts to list such Debentures on any applicable stock exchange
or self-regulatory organization as the Trust Preferred Securities are then
listed, if any.

     Section 5.8 Covenants as to Purchases.

     Except upon the exercise by the Company of its right to redeem the
Debentures pursuant to Section 3.1 upon the occurrence and continuation of a
Special Event, the Company shall not purchase any Debentures, in whole or in
part, held by the Property Trustee on behalf of the Trust prior to June 30,
2007.

     Section 5.9 Waiver of Usury, Stay or Extension Laws.

     The Company shall not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performances of this Indenture, and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been
enacted.

                                   ARTICLE VI

                       DEBENTUREHOLDERS' LISTS AND REPORTS
                         BY THE COMPANY AND THE TRUSTEE

     Section 6.1 Company to Furnish Trustee Names and Addresses of
Debentureholders.

     The Company shall furnish or cause to be furnished to the Trustee (a) on a
quarterly basis on each regular record date (as described in Section 2.5) a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the holders of the Debentures as of such regular record date,
provided that the Company shall not be obligated to furnish or cause to furnish
such list at any time that the list shall not differ in any respect from the
most recent list furnished to the Trustee by the Company (in the event the
Company fails to provide such list on a quarterly basis, the Trustee shall be
entitled to rely on the most recent list provided by the Company); and (b) at
such other times as the Trustee may request in writing within 30 days after the
receipt by the Company of any such request, a list of similar form and content
as of a date not more than 15 days prior to the time such list is furnished;
provided, however, that, in either case, no such list need be furnished if the
Trustee shall be the Debenture Registrar.

                                      -28-

<PAGE>

     Section 6.2 Preservation of Information Communications with
Debentureholders.

          (a) The Trustee shall preserve, in as current a form as is reasonably
     practicable, all information as to the names and addresses of the holders
     of Debentures contained in the most recent list furnished to it as provided
     in Section 6.1 and as to the names and addresses of holders of Debentures
     received by the Trustee in its capacity as Debenture Registrar (if acting
     in such capacity).

          (b) The Trustee may destroy any list furnished to it as provided in
     Section 6.1 upon receipt of a new list so furnished.

          (c) Debentureholders may communicate with other Debentureholders with
     respect to their rights under this Indenture or under the Debentures,
     subject to Section 312(b) of the Trust Indenture Act if applicable.

     Section 6.3 Reports by the Company.

          (a) The Company covenants and agrees to transmit to the Trustee such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants provided for in this
     Indenture as may be required from time to time by such rules and
     regulations, including Section 314(a)(4) of the Trust Indenture Act, if
     applicable.

          (b) The Company covenants and agrees to transmit to the Trustee in the
     same form as filed with the Federal Reserve (i) its annual audited
     consolidated financial statements within 90 days following the end of its
     fiscal year, (ii) its quarterly consolidated financial statements within 45
     days after the end of the first three fiscal quarters of each fiscal year
     (each a "Quarter"), and (iii) the following financial data for each
     Quarter, within 45 days after the end of each Quarter, and for each fiscal
     year, within 90 days after the end of each fiscal year:

               Capital: ratio of "Tier 1 Capital" to risk weighted assets;

               Asset Quality: ratio of nonperforming assets to loans and other
          real estate owned, ratio of reserves to nonperforming loans, and ratio
          of net charge-offs to loans;

               Earnings: return on assets, net interest margin, and efficiency
          ratio; and

               Liquidity: ratio of loans to assets, ratio of loans to deposits,
          total assets, and net income.

     Section 6.4 Reports by the Trustee.

                                      -29-

<PAGE>

          (a) On or before July 15 in each year in which any of the Debentures
     are Outstanding, the Trustee shall transmit by mail, first class postage
     prepaid, to the Debentureholders, as their names and addresses appear upon
     the Debenture Register, a brief report dated as of the preceding May 15, if
     and to the extent required under Section 313(a) of the Trust Indenture Act,
     if applicable (it being understood that no such report shall be required if
     none of the events set forth in Section 313(a) of the Trust Indenture Act
     has occurred during the period to which such report would relate).

          (b) The Trustee shall comply with Sections 313(b) and 313(c) of the
     Trust Indenture Act, if applicable.

          (c) A copy of each such report shall, at the time of such transmission
     to Debentureholders, be filed by the Trustee with the Company, with each
     stock exchange or applicable self-regulatory organization upon which any
     Debentures are listed (if so listed) and also with the Commission. The
     Company agrees to notify the Trustee when any Debentures become listed on
     any stock exchange or other applicable self-regulatory organization.

          (d) If at any time following the date hereof the Property Trustee no
     longer holds the Debentures, the Trustee covenants and agrees to transmit
     by mail, first class postage prepaid, to the Debentureholders, as their
     names and addresses appear upon the Debenture Register, any information,
     documents and reports required to be transmitted to the Trustee pursuant to
     Section 6.3 as soon as practicable after the receipt of such information
     from the Company.

                                   ARTICLE VII

                  REMEDIES OF THE TRUSTEE AND DEBENTUREHOLDERS
                               ON EVENT OF DEFAULT

     Section 7.1 Events of Default.

          (a) Whenever used herein with respect to the Debentures, "Event of
     Default" means any one or more of the following events that has occurred
     and is continuing:

          (i)  the Company defaults in the payment of any installment of
               interest upon any of the Debentures, as and when the same shall
               become due and payable, and continuance of such default for a
               period of 30 days; provided, however, that a valid extension of
               an interest payment period by the Company in accordance with the
               terms of this Indenture shall not constitute a default in the
               payment of interest for this purpose;

          (ii) the Company defaults in the payment of the principal on the
               Debentures as and when the same shall become due and payable
               whether at maturity, upon redemption, by declaration or
               otherwise;

          (iii) the Company fails to observe or perform any other of its
               covenants or agreements with respect to the Debentures for a
               period of 90 days after the

                                      -30-

<PAGE>

               date on which written notice of such failure, requiring the same
               to be remedied and stating that such notice is a "Notice of
               Default" hereunder, shall have been given to the Company by the
               Trustee, by registered or certified mail, or to the Company and
               the Trustee by the holders of at least 25% in principal amount of
               the Debentures at the time Outstanding;

          (iv) the Company pursuant to or within the meaning of any Bankruptcy
               Law (1) commences a voluntary case; (2) consents to the entry of
               an order for relief against it in an involuntary case; (3)
               consents to the appointment of a Custodian of it or for all or
               substantially all of its property; or (4) makes a general
               assignment for the benefit of its creditors;

          (v)  a court of competent jurisdiction enters an order under any
               Bankruptcy Law that (1) is for relief against the Company in an
               involuntary case; (2) appoints a Custodian of the Company for all
               or substantially all of its property; or (3) orders the
               liquidation of the Company, and the order or decree remains
               unstayed and in effect for 90 days; or

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

          (b) In each and every such case referred to in items (i) through (vi)
     of Section 7.1(a), unless the principal of all the Debentures shall have
     already become due and payable, either the Trustee or the holders of not
     less than 25% in aggregate principal amount of the Debentures then
     Outstanding hereunder, by notice in writing to the Company (and to the
     Trustee if given by such Debentureholders) may declare the principal of all
     the Debentures to be due and payable immediately, and upon any such
     declaration the same shall become and shall be immediately due and payable,
     notwithstanding anything contained in this Indenture or in the Debentures.

          (c) At any time after the principal of the Debentures shall have been
     so declared due and payable, and before any judgment or decree for the
     payment of the money due shall have been obtained or entered as hereinafter
     provided, the holders of a majority in aggregate principal amount of the
     Debentures then Outstanding hereunder, by written notice to the Company and
     the Trustee, may rescind and annul such declaration and its consequences
     if: (i) the Company has paid or deposited with the Trustee a sum sufficient
     to pay all matured installments of interest upon all the Debentures and the
     principal of any and all Debentures that shall have become due otherwise
     than by acceleration (with interest upon such principal, and, to the extent
     that such payment is enforceable under applicable law, upon overdue
     installments of interest, at the rate per annum expressed in the Debentures
     to the date of such payment or deposit) and the amount payable to the
     Trustee under Section 9.7; and (ii) any and all Events of Default

                                      -31-

<PAGE>

     under this Indenture, other than the nonpayment of principal on Debentures
     that shall not have become due by their terms, shall have been remedied or
     waived as provided in Section 7.6. No such rescission and annulment shall
     extend to or shall affect any subsequent default or impair any right
     consequent thereon.

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

     Section 7.2 Collection of Indebtedness and Suits for Enforcement by
Trustee.

          (a) The Company covenants that (i) in case it shall default in the
     payment of any installment of interest on any of the Debentures, and such
     default shall have continued for a period of 90 Business Days; or (ii) in
     case it shall default in the payment of the principal of any of the
     Debentures when the same shall have become due and payable, whether upon
     maturity of the Debentures or upon redemption or upon declaration or
     otherwise, then, upon demand of the Trustee, the Company shall pay to the
     Trustee, for the benefit of the holders of the Debentures, the whole amount
     that then shall have become due and payable on all such Debentures for
     principal or interest, or both, as the case may be, with interest upon the
     overdue principal and (to the extent that payment of such interest is
     enforceable under applicable law; and, if the Debentures are held by the
     Trust or a trustee of the Trust, without duplication of any other amounts
     paid by the Trust or trustee in respect thereof) upon overdue installments
     of interest at the rate per annum expressed in the Debentures; and, in
     addition thereto, such further amount as shall be sufficient to cover the
     costs and expenses of collection, and the amount payable to the Trustee
     under Section 9.7.

          (b) If the Company shall fail to pay such amounts set forth in section
     7.2(a) forthwith upon such demand, the Trustee, in its own name and as
     trustee of an express trust, shall be entitled and empowered to institute
     any action or proceedings at law or in equity for the collection of the
     sums so due and unpaid, and may prosecute any such action or proceeding to
     judgment or final decree, and may enforce any such judgment or final decree
     against the Company or other obligor upon the Debentures and collect any
     money adjudged or decreed to be payable in the manner provided by law out
     of the property of the Company or other obligor upon the Debentures,
     wherever situated.

          (c) In case of any receivership, insolvency, liquidation, bankruptcy,
     reorganization, readjustment, arrangement, composition or judicial
     proceedings affecting the Company or the creditors or property of either,
     the Trustee shall have power to intervene in such proceedings and take any
     action therein that may be permitted by the court and shall (except as may
     be otherwise provided by law) be entitled to file such proofs of claim and
     other papers and documents as may be necessary or advisable in order to
     have the claims of the Trustee and of the holders of the Debentures allowed
     for

                                      -32-

<PAGE>

     the entire amount due and payable by the Company under this Indenture at
     the date of institution of such proceedings and for any additional amount
     that may become due and payable by the Company after such date, and to
     collect and receive any money or other property payable or deliverable on
     any such claim, and to distribute the same after the deduction of the
     amount payable to the Trustee under Section 9.7; and any receiver, assignee
     or trustee in bankruptcy or reorganization is hereby authorized by each of
     the holders of the Debentures to make such payments to the Trustee, and, in
     the event that the Trustee shall consent to the making of such payments
     directly to such Debentureholders, to pay to the Trustee any amount due it
     under Section 9.7.

          (d) All rights of action and of asserting claims under this Indenture,
     or under any of the terms established with respect to the Debentures, may
     be enforced by the Trustee without the possession of any of such
     Debentures, or the production thereof at any trial or other proceeding
     relative thereto, and any such suit or proceeding instituted by the Trustee
     shall be brought in its own name as trustee of an express trust, and any
     recovery of judgment shall, after provision for payment to the Trustee of
     any amounts due under Section 9.7, be for the ratable benefit of the
     holders of the Debentures. If an Event of Default hereunder occurs and is
     continuing, the Trustee may in its discretion proceed to protect and
     enforce the rights vested in it by this Indenture by such appropriate
     judicial proceedings as the Trustee shall in good faith deem most effectual
     to protect and enforce any of such rights, either at law or in equity or in
     bankruptcy or otherwise, whether for the specific enforcement of any
     covenant or agreement contained in this Indenture or in aid of the exercise
     of any power granted in this Indenture, or to enforce any other legal or
     equitable right vested in the Trustee by this Indenture or by law. Nothing
     contained herein shall be deemed to authorize the Trustee to authorize or
     consent to or accept or adopt on behalf of any Debentureholder any plan of
     reorganization, arrangement, adjustment or composition affecting the
     Debentures or the rights of any holder thereof or to authorize the Trustee
     to vote in respect of the claim of any Debentureholder in any such
     proceeding.

     Section 7.3 Application of Money Collected.

     Any money or other assets collected by the Trustee pursuant to this Article
VII with respect to the Debentures shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money or other assets on account of principal or interest, upon presentation of
the Debentures, and notation thereon the payment, if only partially paid, and
upon surrender thereof if fully paid:

     FIRST: To the payment of reasonable costs and expenses of collection and of
all amounts payable to the Trustee under Section 9.7;

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

     THIRD: To the payment of the amounts then due and unpaid upon the
Debentures for principal and interest, in respect of which or for the benefit of
which such money has been

                                      -33-

<PAGE>

collected, ratably, without preference or priority of any kind, according to the
amounts due and payable on such Debentures for principal and interest,
respectively.

     Section 7.4 Limitation on Suits.

          (a) Except as set forth in this Indenture, no holder of any Debenture
     shall have any right by virtue or by availing of any provision of this
     Indenture to institute any suit, action or proceeding in equity or at law
     upon or under or with respect to this Indenture or for the appointment of a
     receiver or trustee, or for any other remedy hereunder, unless (i) such
     holder previously shall have given to the Trustee written notice of an
     Event of Default and of the continuance thereof with respect to the
     Debentures specifying such Event of Default, as hereinbefore provided; (ii)
     the holders of not less than 25% in aggregate principal amount of the
     Debentures then Outstanding shall have made written request upon the
     Trustee to institute such action, suit or proceeding in its own name as
     trustee hereunder; (iii) such holder or holders shall have offered to the
     Trustee such reasonable security or indemnity as it may require against the
     costs, expenses and liabilities to be incurred therein or thereby; and (iv)
     the Trustee for 60 days after its receipt of such notice, request and offer
     of security or indemnity, shall have failed to institute any such action,
     suit or proceeding, and during such 60 day period, the holders of a
     majority in principal amount of the Debentures do not give the Trustee a
     direction inconsistent with the request.

          (b) Notwithstanding anything contained herein to the contrary or any
     other provisions of this Indenture, the right of any holder of the
     Debentures to receive payment of the principal of and interest on the
     Debentures, as therein provided, on or after the respective due dates
     expressed in such Debenture (or in the case of redemption, on the
     redemption date), or to institute suit for the enforcement of any such
     payment on or after such respective dates or redemption date, shall not be
     impaired or affected without the consent of such holder and by accepting a
     Debenture hereunder it is expressly understood, intended and covenanted by
     the taker and holder of every Debenture with every other such taker and
     holder and the Trustee, that no one or more holders of the Debentures shall
     have any right in any manner whatsoever by virtue or by availing of any
     provision of this Indenture to affect, disturb or prejudice the rights of
     the holders of any other of such Debentures, or to obtain or seek to obtain
     priority over or preference to any other such holder, or to enforce any
     right under this Indenture, except in the manner herein provided and for
     the equal, ratable and common benefit of all holders of Debentures. For the
     protection and enforcement of the provisions of this Section 7.4, each and
     every Debentureholder and the Trustee shall be entitled to such relief as
     can be given either at law or in equity.

     Section 7.5 Rights and Remedies Cumulative; Delay or Omission not Waiver.

          (a) Except as otherwise expressly provided herein, all powers and
     remedies given by this Article VII to the Trustee or to the
     Debentureholders shall, to the extent permitted by law, be deemed
     cumulative and not exclusive of any other powers and remedies available to
     the Trustee or the holders of the Debentures, by judicial proceedings or
     otherwise, to enforce the performance or observance of the covenants and

                                      -34-

<PAGE>

     agreements contained in this Indenture or otherwise established with
     respect to such Debentures.

          (b) No delay or omission of the Trustee or of any holder of any of the
     Debentures to exercise any right or power accruing upon any Event of
     Default occurring and continuing as aforesaid shall impair any such right
     or power, or shall be construed to be a waiver of any such default or an
     acquiescence therein; and, subject to the provisions of Section 7.4, every
     power and remedy given by this Article VII or by law to the Trustee or the
     Debentureholders may be exercised from time to time, and as often as shall
     be deemed expedient, by the Trustee or by the Debentureholders.

     Section 7.6 Control by Debentureholders.

     The holders of a majority in aggregate principal amount of the Debentures
at the time Outstanding, determined in accordance with Article X, shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee; provided, however, that such direction shall not be in conflict
with any rule of law or with this Indenture. Subject to the provisions of
Section 9.1(b), the Trustee shall have the right to decline to follow any such
direction if the Trustee in good faith shall, by a Responsible Officer or
Officers of the Trustee, determine that the proceeding so directed would involve
the Trustee in personal liability. The holders of a majority in aggregate
principal amount of the Debentures at the time Outstanding affected thereby,
determined in accordance with Article X, may on behalf of the holders of all of
the Debentures waive any past default in the performance of any of the covenants
contained herein and its consequences, except (i) a default in the payment of
the principal of or interest on, any of the Debentures as and when the same
shall become due by the terms of such Debentures otherwise than by acceleration
(unless such default has been cured and a sum sufficient to pay all matured
installments of interest and principal has been deposited with the Trustee (in
accordance with Section 7.1(c)); (ii) a default in the covenants contained in
Section 5.7; or (iii) in respect of a covenant or provision hereof which cannot
be modified or amended without the consent of the holder of each Outstanding
Debenture affected; provided, however, that if the Debentures are held by the
Trust or a trustee of the Trust, such waiver or modification to such waiver
shall not be effective until the holders of a majority in liquidation preference
of Trust Securities shall have consented to such waiver or modification to such
waiver; provided further, that if the consent of the holder of each Outstanding
Debenture is required, such waiver shall not be effective until each holder of
the Trust Securities of the Trust shall have consented to such waiver. Upon any
such waiver, the default covered thereby shall be deemed to be cured for all
purposes of this Indenture and the Company, the Trustee and the holders of the
Debentures shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

     Section 7.7 Undertaking to Pay Costs.

     All parties to this Indenture agree, and each holder of any Debentures by
such holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in

                                      -35-

<PAGE>

such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 7.7 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Debentureholder, or group of
Debentureholders holding more than 10% in aggregate principal amount of the
Outstanding Debentures, to any suit instituted by any Debentureholder for the
enforcement of the payment of the principal of or interest on the Debentures, on
or after the respective due dates expressed in such Debenture or established
pursuant to this Indenture or to any suit instituted against the Trustee unless
it shall have been finally adjudicated in such suit that the Trustee was
negligent, committed an act of willful misconduct, or acted in bad faith.

     Section 7.8 Direct Action; Right of Set-Off.

     In the event that an Event of Default has occurred and is continuing and
such event is attributable to the failure of the Company to pay interest on or
principal of the Debentures on an Interest Payment Date or Maturity Date, as
applicable, then a holder of Trust Preferred Securities may institute a legal
proceeding directly against the Company for enforcement of payment to such
holder of the principal of or interest on such Debentures having a principal
amount equal to the aggregate Liquidation Amount of the Trust Preferred
Securities of such holder (a "Direct Action"). In connection with such Direct
Action, the Company will have a right of set-off under this Indenture to the
extent of any payment made by the Company to such holder of the Trust Preferred
Securities with respect to such Direct Action.

                                  ARTICLE VIII

                      FORM OF DEBENTURE AND ORIGINAL ISSUE

     Section 8.1 Form of Debenture.

     The Debenture and the Trustee's Certificate of Authentication to be
endorsed thereon are to be substantially in the forms contained as Exhibit A to
this Indenture, attached hereto and incorporated herein by reference.

     Section 8.2 Original Issue of Debentures.

     Debentures in the aggregate principal amount of Four Million One Hundred
Twenty Four Thousand Dollars ($4,124,000) may, upon execution of this Indenture,
be executed by the Company and delivered to the Trustee for authentication. The
Trustee shall thereupon authenticate and deliver said Debentures to or upon the
written order of the Company, signed by its Chief Executive Officer, President,
or any Vice President and its Treasurer or an Assistant Treasurer, without any
further action by the Company.

                                      -36-

<PAGE>

                                   ARTICLE IX

                             CONCERNING THE TRUSTEE

     Section 9.1 Certain Duties and Responsibilities of the Trustee.

          (a) The Trustee, prior to the occurrence of an Event of Default and
     after the curing of all Events of Default that may have occurred, shall
     undertake to perform with respect to the Debentures such duties and only
     such duties as are specifically set forth in this Indenture. In case an
     Event of Default has occurred that has not been cured or waived, the
     Trustee shall exercise such of the rights and powers vested in it by this
     Indenture, and use the same degree of care and skill in their exercise, as
     a prudent Person would exercise or use under the circumstances in the
     conduct of its own affairs. No implied covenants shall be read into this
     Indenture against the Trustee.

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

          (i)  prior to the occurrence of an Event of Default and after the
               curing or waiving of all such Events of Default that may have
               occurred:

               (A)  the duties and obligations of the Trustee shall with respect
                    to the Debentures be determined solely by the express
                    provisions of this Indenture, and the Trustee shall not be
                    liable with respect to the Debentures except for the
                    performance of such duties and obligations as are
                    specifically set forth in this Indenture, and no implied
                    covenants or obligations shall be read into this Indenture
                    against the Trustee; and

               (B)  in the absence of bad faith on the part of the Trustee, the
                    Trustee may with respect to the Debentures conclusively
                    rely, as to the truth of the statements and the correctness
                    of the opinions expressed therein, upon any certificates or
                    opinions furnished to the Trustee and conforming to the
                    requirements of this Indenture; but in the case of any such
                    certificates or opinions that by any provision hereof are
                    specifically required to be furnished to the Trustee, the
                    Trustee shall be under a duty to examine the same to
                    determine whether or not they conform to the requirements of
                    this Indenture;

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

          (iii) the Trustee shall not be liable with respect to any action taken
               or omitted to be taken by it in good faith in accordance with the
               direction of the

                                      -37-

<PAGE>

               holders of not less than a majority in principal amount of the
               Debentures at the time Outstanding relating to the time, method
               and place of conducting any proceeding for any remedy available
               to the Trustee, or exercising any trust or power conferred upon
               the Trustee under this Indenture with respect to the Debentures;
               and

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

     Section 9.2 Notice of Defaults.

     Within five (5) Business Days after actual knowledge by a Responsible
Officer of the Trustee of the occurrence of any default hereunder with respect
to the Debentures, the Trustee shall transmit by mail to all holders of the
Debentures, as their names and addresses appear in the Debenture Register,
notice of such default, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the
principal or interest (including any Additional Interest) on any Debenture, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of the
directors and/or Responsible Officers of the Trustee determines in good faith
that the withholding of such notice is in the interests of the holders of such
Debentures; and provided, further, that in the case of any default of the
character specified in Section 7.1(a)(iii), no such notice to holders of
Debentures need be sent until at least 30 days after the occurrence thereof. For
the purposes of this Section 9.2, the term "default" means any event which is,
or after notice or lapse of time or both, would become, an Event of Default with
respect to the Debentures.

     Section 9.3 Certain Rights of Trustee.

     Except as expressly set forth in Section 9.1(b):

          (a) The Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, order, approval,
     bond, security or other paper or document believed by it to be genuine and
     to have been signed or presented by the proper party or parties;

          (b) Any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced by a Board Resolution or an
     instrument signed in the name of the Company by its President or any Vice
     President and by the Secretary or an Assistant Secretary or the Treasurer
     or an Assistant Treasurer thereof (unless other evidence in respect thereof
     is specifically prescribed herein);

          (c) The Trustee shall not be deemed to have knowledge of a default or
     an Event of Default, other than an Event of Default specified in Section
     7.1(a)(i) or (ii),

                                      -38-

<PAGE>

     unless and until it receives written notification of such Event of Default
     from the Company or by holders of at least 25% of the aggregate principal
     amount of the Debentures at the time Outstanding;

          (d) The Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken or suffered or
     omitted hereunder in good faith and in reliance thereon;

          (e) The Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request, order or
     direction of any of the Debentureholders, pursuant to the provisions of
     this Indenture, unless such Debentureholders shall have offered to the
     Trustee reasonable security or indemnity against the costs, expenses and
     liabilities that may be incurred therein or thereby; nothing contained
     herein shall, however, relieve the Trustee of the obligation, upon the
     occurrence of an Event of Default of which a Responsible Officer of the
     Trustee has actual knowledge (that is continuing and has not been cured or
     waived) to exercise with respect to the Debentures such of the rights and
     powers vested in it by this Indenture, and to use the same degree of care
     and skill in its exercise, as a prudent person would exercise or use under
     the circumstances in the conduct of his or her own affairs;

          (f) The Trustee shall not be liable for any action taken or omitted to
     be taken by it in good faith and believed by it to be authorized or within
     the discretion or rights or powers conferred upon it by this Indenture;

          (g) The Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, order, approval,
     bond, security, or other papers or documents, unless requested in writing
     so to do by the holders of not less than a majority in principal amount of
     the Outstanding Debentures, determined as provided in Article X; provided,
     however, that if the payment within a reasonable time to the Trustee of the
     costs, expenses or liabilities likely to be incurred by it in the making of
     such investigation is, in the opinion of the Trustee, not reasonably
     assured to the Trustee by the security afforded to it by the terms of this
     Indenture, the Trustee may require reasonable indemnity against such costs,
     expenses or liabilities as a condition to so proceeding. The reasonable
     expense of every such examination shall be paid by the Company or, if paid
     by the Trustee, shall be repaid by the Company upon demand; and

          (h) The Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder.

                                      -39-

<PAGE>

     Section 9.4 Trustee Not Responsible for Recitals, etc.

          (a) The Recitals contained herein and in the Debentures shall be taken
     as the statements of the Company, and the Trustee assumes no responsibility
     for the correctness of the same.

          (b) The Trustee makes no representations as to the validity or
     sufficiency of this Indenture or of the Debentures.

          (c) The Trustee shall not be accountable for the use or application by
     the Company of any of the Debentures or of the proceeds of such Debentures,
     or for the use or application of any money paid over by the Trustee in
     accordance with any provision of this Indenture, or for the use or
     application of any money received by any Paying Agent other than the
     Trustee.

     Section 9.5 May Hold Debentures.

     The Trustee or any Paying Agent or Debenture Registrar, in its individual
or any other capacity, may become the owner or pledgee of Debentures with the
same rights it would have if it were not Trustee, Paying Agent or Debenture
Registrar.

     Section 9.6 Moneys Held in Trust.

     Subject to the provisions of Section 13.5, all money received by the
Trustee shall, until used or applied as herein provided, be held in trust for
the purposes for which they were received, but need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except such as it
may agree with the Company to pay thereon.

     Section 9.7 Compensation and Reimbursement.

          (a) The Company covenants and agrees to pay to the Trustee, and the
     Trustee shall be entitled to, such reasonable compensation (which shall not
     be limited by any provision of law in regard to the compensation of a
     trustee of an express trust), as the Company and the Trustee may from time
     to time agree in writing, for all services rendered by it in the execution
     of the trusts hereby created and in the exercise and performance of any of
     the powers and duties hereunder of the Trustee, and, except as otherwise
     expressly provided herein, the Company shall pay or reimburse the Trustee
     upon its request for all reasonable expenses, disbursements and advances
     incurred or made by the Trustee in accordance with any of the provisions of
     this Indenture (including the reasonable compensation and the expenses and
     disbursements of its counsel and of all Persons not regularly in its
     employ) except any such expense, disbursement or advance as may arise from
     its negligence or bad faith. The Company also covenants to indemnify the
     Trustee (and its officers, agents, directors and employees) for, and to
     hold it harmless against, any loss, liability, claim, action, suit, cost or
     expense incurred without negligence or bad faith on the part of the Trustee
     and arising out of or in connection with the acceptance or administration
     of this Indenture, including the reasonable costs and expenses of defending
     itself against any claim of liability in the premises.

                                      -40-

<PAGE>

          (b) The obligations of the Company under this Section 9.7 to
     compensate and indemnify the Trustee and to pay or reimburse the Trustee
     for expenses, disbursements and advances shall constitute additional
     indebtedness hereunder. Such additional indebtedness shall be secured by a
     lien prior to that of the Debentures upon all property and funds held or
     collected by the Trustee as such, except funds held in trust for the
     benefit of the holders of particular Debentures.

     Section 9.8 Reliance on Officers' Certificate.

     Except as expressly set forth in Section 9.1(b), whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to the
Trustee and such certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted to be taken by it under the provisions of this Indenture
upon the faith thereof.

     Section 9.9 Disqualification; Conflicting Interests.

     If the Trustee has or shall acquire any "conflicting interest" within the
meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act, if the Trust Indenture Act is then applicable to this
Indenture.

     Section 9.10 Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee with respect to the Debentures issued
hereunder which shall at all times be a corporation or national banking
association organized and doing business under the laws of the United States of
America or any State or Territory thereof or of the District of Columbia, or a
corporation or other Person permitted to act as trustee by the Commission,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000, and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.
If such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then
for the purposes of this Section 9.10, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. The Company may not, nor may
any Person directly or indirectly controlling, controlled by, or under common
control with the Company, serve as Trustee. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
9.10, the Trustee shall resign immediately in the manner and with the effect
specified in Section 9.11.

     Section 9.11 Resignation and Removal; Appointment of Successor.

          (a) The Trustee or any successor hereafter appointed, may at any time
     resign by giving written notice thereof to the Company and by transmitting
     notice of resignation

                                      -41-

<PAGE>

     by mail, first class postage prepaid, to the Debentureholders, as their
     names and addresses appear upon the Debenture Register. Upon receiving such
     notice of resignation, the Company shall promptly appoint a successor
     trustee with respect to this Indenture and Debentures by written
     instrument, in duplicate, executed by order of the Board of Directors, one
     copy of which instrument shall be delivered to the resigning Trustee and
     one copy to the successor trustee. If no successor trustee shall have been
     so appointed and have accepted appointment within 30 days after the mailing
     of such notice of resignation, the resigning Trustee may petition any court
     of competent jurisdiction for the appointment of a successor trustee with
     respect to this Indenture and Debentures, or any Debentureholder who has
     been a bona fide holder of a Debenture or Debentures for at least six
     months may, subject to the provisions of Sections 9.9 and 9.10, on behalf
     of himself and all others similarly situated, petition any such court for
     the appointment of a successor trustee. Such court may thereupon after such
     notice, if any, as it may deem proper and prescribe, appoint a successor
     trustee.

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

          (i)  the Trustee shall fail to comply with the provisions of Section
               9.9 after written request therefor by the Company or by any
               Debentureholder who has been a bona fide holder of a Debenture or
               Debentures for at least six months; or

          (ii) the Trustee shall cease to be eligible in accordance with the
               provisions of Section 9.10 and shall fail to resign after written
               request therefor by the Company or by any such Debentureholder;
               or

          (iii) the Trustee shall become incapable of acting, or shall be
               adjudged a bankrupt or insolvent, or commence a voluntary
               bankruptcy proceeding, or a receiver of the Trustee; or

          (iv) of its property shall be appointed or consented to, or any public
               officer shall take charge or control of the Trustee or of its
               property or affairs for the purpose of rehabilitation,
               conservation or liquidation;

then, in any such case, the Company may remove the Trustee with respect to this
Indenture and all Debentures and appoint a successor trustee by written
instrument, in duplicate, executed by order of the Board of Directors, one copy
of which instrument shall be delivered to the Trustee so removed and one copy to
the successor trustee, or, subject to the provisions of Section 9.10, unless the
Trustee's duty to resign is stayed as provided herein, any Debentureholder who
has been a bona fide holder of a Debenture or Debentures for at least six months
may, on behalf of that holder and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

                                      -42-

<PAGE>

          (c) The holders of a majority in aggregate principal amount of the
     Debentures at the time Outstanding may at any time remove the Trustee by so
     notifying the Trustee and the Company and may appoint a successor Trustee
     with the consent of the Company.

          (d) Any resignation or removal of the Trustee and appointment of a
     successor trustee with respect to this Indenture and Debentures pursuant to
     any of the provisions of this Section 9.11 shall become effective upon
     acceptance of appointment by the successor trustee as provided in Section
     9.12.

          (e) Any successor trustee appointed pursuant to this Section 9.11 may
     be appointed with respect to this Indenture and Debentures, and at any time
     there shall be only one Trustee with respect to this Indenture and
     Debentures.

     Section 9.12 Acceptance of Appointment by Successor.

          (a) In the case of the appointment hereunder of a successor trustee
     with respect to the Debentures, every successor trustee so appointed shall
     execute, acknowledge and deliver to the Company and to the retiring Trustee
     an instrument accepting such appointment, and thereupon the resignation or
     removal of the retiring Trustee shall become effective and such successor
     trustee, without any further act, deed or conveyance, shall become vested
     with all the rights, powers, trusts and duties of the retiring Trustee;
     but, on the request of the Company or the successor trustee, such retiring
     Trustee shall, upon payment of its charges, execute and deliver an
     instrument transferring to such successor trustee all the rights, powers,
     and trusts of the retiring Trustee and shall duly assign, transfer and
     deliver to such successor trustee all property and money held by such
     retiring Trustee hereunder.

          (b) Upon request of any successor trustee, the Company shall execute
     any and all instruments for more full and certain vesting in and confirming
     to such successor trustee all such rights, powers and trusts referred to in
     paragraph (a) of this Section 9.12.

          (c) No successor trustee shall accept its appointment unless at the
     time of such acceptance such successor trustee shall be qualified and
     eligible under this Article IX.

          (d) Upon acceptance of appointment by a successor trustee as provided
     in this Section 9.12, the Company shall transmit notice of the succession
     of such trustee hereunder by mail, first class postage prepaid, to the
     Debentureholders, as their names and addresses appear upon the Debenture
     Register. If the Company fails to transmit such notice within ten days
     after acceptance of appointment by the successor trustee, the successor
     trustee shall cause such notice to be transmitted at the expense of the
     Company.

     Section 9.13 Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the 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 Trustee shall be a party, or any Person succeeding to
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such Person shall be qualified under the
provisions of Section 9.9 and eligible under the provisions of Section 9.10,
without the

                                      -43-

<PAGE>

execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. In case any
Debentures shall have been authenticated, but not delivered, by the Trustee then
in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Debentures
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Debentures.

     Section 9.14 Preferential Collection of Claims Against the Company.

     The Trustee shall comply with Section 311(a) of the Trust Indenture Act, if
applicable, excluding any creditor relationship described in Section 311(b) of
the Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent applicable
and included therein.

                                    ARTICLE X

                         CONCERNING THE DEBENTUREHOLDERS

     Section 10.1 Evidence of Action by Holders.

          (a) Whenever in this Indenture it is provided that the holders of a
     majority or specified percentage in aggregate principal amount of the
     Debentures may take any action (including the making of any demand or
     request, the giving of any notice, consent or waiver or the taking of any
     other action), the fact that at the time of taking any such action the
     holders of such majority or specified percentage have joined therein may be
     evidenced by any instrument or any number of instruments of similar tenor
     executed by such holders of Debentures in Person or by agent or proxy
     appointed in writing.

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

                                      -44-

<PAGE>

     Section 10.2 Proof of Execution by Debentureholders.

     Subject to the provisions of Section 9.1(b), proof of the execution of any
instrument by a Debentureholder (such proof shall not require notarization) or
his agent or proxy and proof of the holding by any Person of any of the
Debentures shall be sufficient if made in the following manner:

          (a) The fact and date of the execution by any such Person of any
     instrument may be proved in any reasonable manner acceptable to the Trustee
     or the Company.

          (b) The ownership of Debentures shall be proved by the Debenture
     Register of such Debentures or by a certificate of the Debenture Registrar
     thereof.

          (c) The Trustee or the Company may require such additional proof of
     any matter referred to in this Section 10.2 as it shall deem necessary.

     Section 10.3 Who May be Deemed Owners.

     Prior to the due presentment for registration of transfer of any Debenture,
the Company, the Trustee, any Paying Agent, any Authenticating Agent and any
Debenture Registrar may deem and treat the Person in whose name such Debenture
shall be registered upon the books of the Company as the absolute owner of such
Debenture (whether or not such Debenture shall be overdue and notwithstanding
any notice of ownership or writing thereon made by anyone other than the
Debenture Registrar) for the purpose of receiving payment of or on account of
the principal of and interest on such Debenture (subject to Section 2.3) and for
all other purposes; and neither the Company nor the Trustee nor any Paying Agent
nor any Authenticating Agent nor any Debenture Registrar shall be affected by
any notice to the contrary.

     Section 10.4 Certain Debentures Owned by Company Disregarded.

     In determining whether the holders of the requisite aggregate principal
amount of Debentures have concurred in any direction, consent or waiver under
this Indenture, the Debentures that are owned by the Company or any other
obligor on the Debentures or by any Person directly or indirectly controlling or
controlled by or under common control with the Company or any other obligor on
the Debentures shall be disregarded and deemed not to be Outstanding for the
purpose of any such determination, except that (i) for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, consent or waiver, only Debentures that the Trustee actually knows
are so owned shall be so disregarded; and (ii) for the purposes of this Section
10.4, the Trust shall be deemed to not be controlled by the Company. The
Debentures so owned that have been pledged in good faith may be regarded as
Outstanding for the purposes of this Section 10.4, if the pledgee shall
establish to the satisfaction of the Trustee the pledgee's right so to act with
respect to such Debentures and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company or any such other obligor. In case of a dispute as to
such right, any decision by the Trustee taken upon the advice of counsel shall
be full protection to the Trustee.

                                      -45-

<PAGE>

     Section 10.5 Actions Binding on Future Debentureholders.

     At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 10.1, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Debentures specified
in this Indenture in connection with such action, any holder of a Debenture that
is shown by the evidence to be included in the Debentures the holders of which
have consented to such action may, by filing written notice with the Trustee,
and upon proof of holding as provided in Section 10.2, revoke such action so far
as concerns such Debenture. Except as aforesaid, any such action taken by the
holder of any Debenture shall be conclusive and binding upon such holder and
upon all future holders and owners of such Debenture, and of any Debenture
issued in exchange therefor, on registration of transfer thereof or in place
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Debenture. Any action taken by the holders of the majority or
percentage in aggregate principal amount of the Debentures specified in this
Indenture in connection with such action shall be conclusively binding upon the
Company, the Trustee and the holders of all the Debentures.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

     Section 11.1 Supplemental Indentures Without the Consent of
Debentureholders .

     In addition to any supplemental indenture otherwise authorized by this
Indenture, the Company and the Trustee may from time to time and at any time
enter into an indenture or indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as then in effect, if applicable),
without the consent of the Debentureholders, for one or more of the following
purposes:

          (a) to cure any ambiguity, defect, or inconsistency herein, or in the
     Debentures;

          (b) to comply with Article X;

          (c) to provide for uncertificated Debentures in addition to or in
     place of certificated Debentures;

          (d) to add to the covenants of the Company for the benefit of the
     holders of all or any of the Debentures or to surrender any right or power
     herein conferred upon them to add to, delete from, or revise the
     conditions, limitations, and restrictions on the authorized amount, terms,
     or purposes of issue, authentication, and delivery of Debentures, as herein
     set forth;

          (e) to make any change that does not adversely affect the rights of
     any Debentureholder in any material respect;

          (f) to provide for the issuance of and establish the form and terms
     and conditions of the Debentures, to establish the form of any
     certifications required to be

                                      -46-

<PAGE>

     furnished pursuant to the terms of this Indenture or of the Debentures, or
     to qualify or maintain the qualification of this Indenture under the Trust
     Indenture Act, if applicable; or

          (g) to evidence a consolidation or merger involving the Company as
     permitted under Section 12.1.

The Trustee is hereby authorized to join with the Company in the execution of
any such supplemental indenture, and to make any further appropriate agreements
and stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.
Any supplemental indenture authorized by the provisions of this Section 11.1 may
be executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time Outstanding, notwithstanding any of the
provisions of Section 11.2.

     Section 11.2 Supplemental Indentures with Consent of Debentureholders.

     With the consent (evidenced as provided in Section 10.1) of the holders of
not less than a majority in aggregate principal amount of the Debentures at the
time Outstanding, the Company, when authorized by Board Resolutions, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as then in effect, if applicable) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner
not covered by Section 11.1 the rights of the holders of the Debentures under
this Indenture; provided, however, that no such supplemental indenture shall
without the consent of the holders of each Debenture then Outstanding and
affected thereby, (i) extend the fixed maturity of any Debentures, reduce the
principal amount thereof, or reduce the rate or extend the time of payment of
interest thereon, without the consent of the holder of each Debenture so
affected; or (ii) reduce the aforesaid percentage of Debentures, the holders of
which are required to consent to any such supplemental indenture; provided
further, that if the Debentures are held by the Trust or a trustee of the Trust,
such supplemental indenture shall not be effective until the holders of a
majority in liquidation preference of Trust Securities of the Trust shall have
consented to such supplemental indenture; provided further, that if the consent
of the holder of each Outstanding Debenture is required, such supplemental
indenture shall not be effective until each holder of the Trust Securities of
the Trust shall have consented to such supplemental indenture. It shall not be
necessary for the consent of the Debentureholders affected thereby under this
Section 11.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

     Section 11.3 Effect of Supplemental Indentures.

     Upon the execution of any supplemental indenture pursuant to the provisions
of this Article XI, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Debentures shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and

                                      -47-

<PAGE>

amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes.

     Section 11.4 Debentures Affected by Supplemental Indentures.

     Debentures affected by a supplemental indenture, authenticated and
delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article XI, may bear a notation in form approved by the
Company, provided such form meets the requirements of any national securities
exchange or automated quotation service upon which the Debentures may be listed
or quoted, as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Debentures so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee (upon written order of the Company) and
delivered in exchange for the Debentures then Outstanding.

     Section 11.5 Execution of Supplemental Indentures.

          (a) Upon the request of the Company, accompanied by its Board
     Resolutions authorizing the execution of any such supplemental indenture,
     and upon the filing with the Trustee of evidence of the consent of
     Debentureholders required to consent thereto as aforesaid, the Trustee
     shall join with the Company in the execution of such supplemental indenture
     unless such supplemental indenture affects the Trustee's own rights, duties
     or immunities under this Indenture or otherwise, in which case the Trustee
     may in its discretion, but shall not be obligated to, enter into such
     supplemental indenture. The Trustee, subject to the provisions of Sections
     9.1(b), may receive an Opinion of Counsel as conclusive evidence that any
     supplemental indenture executed pursuant to this Article XI is authorized
     or permitted by, and conforms to, the terms of this Article XI and that it
     is proper for the Trustee under the provisions of this Article XI to join
     in the execution thereof.

          (b) Promptly after the execution by the Company and the Trustee of any
     supplemental indenture pursuant to the provisions of this Section 11.5, the
     Trustee shall transmit by mail, first class postage prepaid, a notice,
     setting forth in general terms the substance of such supplemental
     indenture, to the Debentureholders as their names and addresses appear upon
     the Debenture Register. Any failure of the Trustee to mail such notice, or
     any defect therein, shall not, however, in any way impair or affect the
     validity of any such supplemental indenture.

                                   ARTICLE XII

                              SUCCESSOR CORPORATION

     Section 12.1 Company May Consolidate, etc.

     Nothing contained in this Indenture or in any of the Debentures shall
prevent any consolidation or merger of the Company with or into any other Person
(whether or not affiliated with the Company, as the case may be), or successive
consolidations or mergers in which the Company, as the case may be, or its
successor or successors shall be a party or parties, or shall

                                      -48-

<PAGE>

prevent any sale, conveyance, transfer or other disposition of the property of
the Company, as the case may be, or its successor or successors as an entirety,
or substantially as an entirety, to any other Person (whether or not affiliated
with the Company, as the case may be, or its successor or successors) authorized
to acquire and operate the same; provided, however, the Company hereby covenants
and agrees that, (i) upon any such consolidation, merger, sale, conveyance,
transfer or other disposition, the due and punctual payment, in the case of the
Company, of the principal of and interest on all of the Debentures, according to
their tenor and the due and punctual performance and observance of all the
covenants and conditions of this Indenture to be kept or performed by the
Company as the case may be, shall be expressly assumed, by supplemental
indenture (which shall conform to the provisions of the Trust Indenture Act, to
the extent the Trust Indenture Act is then applicable to this Indenture or such
supplemental indenture) satisfactory in form to the Trustee in its good faith
and executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company, as the case may be, shall have been
merged, or by the entity which shall have acquired such property; (ii) in case
the Company consolidates with or merges into another Person or conveys or
transfers its properties and assets substantially as an entirety to any Person,
the successor Person is organized under the laws of the United States or any
state or the District of Columbia; and (iii) immediately after giving effect
thereto, no Event of Default, and no event which, after notice or lapse of time
or both, would become an Event of Default, shall have occurred and be
continuing.

     Section 12.2 Successor Person Substituted.

          (a) In case of any such consolidation, merger, sale, conveyance,
     transfer or other disposition and upon the assumption by the successor
     Person, by supplemental indenture, executed and delivered to the Trustee
     and satisfactory in form to the Trustee in good faith, of, in the case of
     the Company, the due and punctual payment of the principal of and interest
     on all of the Debentures Outstanding and the due and punctual performance
     of all of the covenants and conditions of this Indenture to be performed by
     the Company, as the case may be, such successor Person shall succeed to and
     be substituted for the Company, with the same effect as if it had been
     named as the Company herein, and thereupon the predecessor Person shall be
     relieved of all obligations and covenants under this Indenture and the
     Debentures.

          (b) In case of any such consolidation, merger, sale, conveyance,
     transfer or other disposition such changes in phraseology and form (but not
     in substance) may be made in the Debentures thereafter to be issued as may
     be appropriate.

          (c) Nothing contained in this Indenture or in any of the Debentures
     shall prevent the Company from merging into itself or acquiring by purchase
     or otherwise all or any part of the property of any other Person (whether
     or not affiliated with the Company).

     Section 12.3 Evidence of Consolidation, etc. to Trustee.

     The Trustee, subject to the provisions of Section 9.1(b), may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale, conveyance, transfer or other disposition, and any such assumption, comply
with the provisions of this Article XII.

                                      -49-

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                                  ARTICLE XIII

                           SATISFACTION AND DISCHARGE

     Section 13.1 Satisfaction and Discharge of Indenture.

     If at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Debentures theretofore authenticated (other than any Debentures
that shall have been destroyed, lost or stolen and that shall have been replaced
or paid as provided in Section 2.9) and the principal and accrued interest of
all Debentures for whose payment money or Governmental Obligations have
theretofore been deposited in trust or segregated and held in trust by the
Company (and thereupon repaid to the Company or discharged from such trust, as
provided in Section 13.5); or (b) all such Debentures not theretofore delivered
to the Trustee for cancellation shall have become due and payable, or are by
their terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and the Company shall deposit or cause to be
deposited with the Trustee as trust funds the entire amount in money or
Governmental Obligations sufficient or a combination thereof, sufficient in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to pay at
maturity or upon redemption all Debentures not theretofore delivered to the
Trustee for cancellation, including principal and interest due or to become due
to such date of maturity or date fixed for redemption, as the case may be, and
if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company; then this Indenture shall thereupon cease to be of
further effect except for the provisions of Sections 2.3, 2.7, 2.9, 5.1, 5.2,
5.3, 9.7 and 9.10, that shall survive until the date of maturity or redemption
date, as the case may be, and Section 13.5, that shall survive to such date and
thereafter, and the Trustee, on demand of the Company and at the cost and
expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture.

     Section 13.2 Discharge of Obligations.

     If at any time all Debentures not heretofore delivered to the Trustee for
cancellation or that have not become due and payable as described in Section
13.1 shall have been paid by the Company by depositing irrevocably with the
Trustee as trust funds money or an amount of Governmental Obligations sufficient
in the opinion of a nationally recognized certified public accounting firm to
pay at maturity or upon redemption all Debentures not theretofore delivered to
the Trustee for cancellation, including principal and interest due or to become
due to such date of maturity or date fixed for redemption, as the case may be,
and if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then after the date such moneys or Governmental
Obligations, as the case may be, are deposited with the Trustee, the obligations
of the Company under this Indenture shall cease to be of further effect except
for the provisions of Sections 2.3, 2.7, 2.9, 5.1, 5.2, 5.3, 9.6, 9.7, 9.10 and
13.5 that shall survive until such Debentures shall mature and be paid.
Thereafter, Sections 9.7 and 13.5 shall survive.

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<PAGE>

     Section 13.3 Deposited Money to be Held in Trust.

     All money or Governmental Obligations deposited with the Trustee pursuant
to Sections 13.1 or 13.2 shall be held in trust and shall be available for
payment as due, either directly or through any Paying Agent (including the
Company acting as its own Paying Agent), to the holders of the Debentures for
the payment or redemption of which such moneys or Governmental Obligations have
been deposited with the Trustee.

     Section 13.4 Payment of Money Held by Paying Agents.

     In connection with the satisfaction and discharge of this Indenture, all
moneys or Governmental Obligations then held by any Paying Agent under the
provisions of this Indenture shall, upon demand of the Company, be paid to the
Trustee and thereupon such Paying Agent shall be released from all further
liability with respect to such money or Governmental Obligations.

     Section 13.5 Repayment to Company.

     Any money or Governmental Obligations deposited with any Paying Agent or
the Trustee, or then held by the Company in trust, for payment of principal of
or interest on the Debentures that are not applied but remain unclaimed by the
holders of such Debentures for at least two years after the date upon which the
principal of or interest on such Debentures shall have respectively become due
and payable, shall be repaid to the Company, as the case may be, on May 31 of
each year or (if then held by the Company) shall be discharged from such trust;
and thereupon the Paying Agent and the Trustee shall be released from all
further liability with respect to such moneys or Governmental Obligations, and
the holder of any of the Debentures entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the
payment thereof.

                                   ARTICLE XIV

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

     Section 14.1 No Recourse.

     No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of the Debentures, or for any claim based thereon or otherwise in
respect thereof, shall be had against any incorporator, stockholder, officer or
director, past, present or future, as such, of the Company or of any predecessor
or successor Person, either directly or through the Company or any such
predecessor or successor Person, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that this Indenture and the obligations issued
hereunder are solely corporate (or other entity, as the case may be)
obligations, and that no such personal liability whatever shall attach to, or is
or shall be incurred by, the incorporators, stockholders, officers or directors
as such, of the Company or of any predecessor or successor Person, or any of
them, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Debentures or implied therefrom; and that

                                      -51-

<PAGE>

any and all such personal liability of every name and nature, either at common
law or in equity or by constitution or statute, and any and all such rights and
claims against, every such incorporator, stockholder, officer or director as
such, because of the creation of the indebtedness hereby authorized, or under or
by reason of the obligations, covenants or agreements contained in this
Indenture or in any of the Debentures or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution
of this Indenture and the issuance of such Debentures.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

     Section 15.1 Effect on Successors and Assigns.

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

     Section 15.2 Actions by Successor.

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

     Section 15.3 Surrender of Company Powers.

     The Company by instrument in writing executed by appropriate authority of
its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company, and thereupon such power so surrendered shall
terminate both as to the Company, as the case may be, and as to any successor
Person.

     Section 15.4 Notices.

     Except as otherwise expressly provided herein any notice or demand that by
any provision of this Indenture is required or permitted to be given or served
by the Trustee or by the holders of Debentures to or on the Company may be given
or served by being deposited first class postage prepaid in a post-office
letterbox addressed to the Company's Chief Executive Officer. Any notice,
election, request or demand by the Company or any Debentureholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

     Section 15.5 Governing Law.

     This Indenture and each Debenture shall be deemed to be a contract made
under the internal laws of the State of Delaware and for all purposes shall be
construed in accordance with

                                      -52-

<PAGE>

the laws of said State, without regard to its choice of law provisions. Any
action or proceeding arising out of this Indenture, as supplemented or amended,
in any way shall be brought and enforced exclusively in the applicable United
States District Court in the State of Delaware or in the event such court lacks
jurisdiction, in the applicable Delaware State Court.

     Section 15.6 Treatment of Debentures as Debt.

     It is intended that the Debentures shall be treated as indebtedness and not
as equity for federal income tax purposes. The provisions of this Indenture
shall be interpreted to further this intention.

     Section 15.7 Compliance Certificates and Opinions.

          (a) Upon any application or demand by the Company to the Trustee to
     take any action under any of the provisions of this Indenture, the Company
     shall furnish to the Trustee an Officers' Certificate stating that all
     conditions precedent provided for in this Indenture relating to the
     proposed action have been complied with and an Opinion of Counsel stating
     that in the opinion of such counsel all such conditions precedent have been
     complied with, except that in the case of any such application or demand as
     to which the furnishing of such documents is specifically required by any
     provision of this Indenture relating to such particular application or
     demand, no additional certificate or opinion need be furnished.

          (b) Each certificate or opinion of the Company provided for in this
     Indenture and delivered to the Trustee with respect to compliance with a
     condition or covenant in this Indenture shall include (i) a statement that
     the Person making such certificate or opinion has read such covenant or
     condition; (ii) a brief statement as to the nature and scope of the
     examination or investigation upon which the statements or opinions
     contained in such certificate or opinion are based; (iii) a statement that,
     in the opinion of such Person, he has made such examination or
     investigation as, in the opinion of such Person, is necessary to enable him
     to express an informed opinion as to whether or not such covenant or
     condition has been complied with; and (iv) a statement as to whether or
     not, in the opinion of such Person, such condition or covenant has been
     complied with; provided, however, that each such certificate shall comply
     with the provisions of Section 314 of the Trust Indenture Act, if
     applicable.

     Section 15.8 Payments on Business Days.

     In any case where the date of maturity of interest or principal of any
Debenture or the date of redemption of any Debenture shall not be a Business
Day, then payment of interest or principal may (subject to Section 2.5(c)) be
made on the next succeeding Business Day with the same force and effect as if
made on the nominal date of maturity or redemption, and no interest shall accrue
for the period after such nominal date.

     Section 15.9 Application of Trust Indenture Act; Conflict.

          (a) Unless and until this Indenture is required to be qualified under
     the Trust Indenture Act, (i) the provisions of this Indenture that
     expressly relate to the Trust

                                      -53-

<PAGE>

     Indenture Act do not apply and shall not be given effect; and (ii)
     notwithstanding any other provision of this Indenture (including without
     limitation Sections 7.7, 9.1(b), 9.7(a) and 9.8 hereof), no Trustee shall
     be liable for its own simple negligence, but shall only be liable for its
     own gross negligence.

          (b) If the Indenture is required to be qualified under the Trust
     Indenture Act at any time, then if and to the extent that any provision of
     this Indenture limits, qualifies or conflicts with the duties imposed by
     Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed
     duties shall control.

     Section 15.10 Counterparts.

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

     Section 15.11 Severability.

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

     Section 15.12 Assignment.

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

     Section 15.13 Acknowledgment of Rights; Right of Set Off.

          (a) The Company acknowledges that, with respect to any Debentures held
     by the Trust or a trustee of the Trust, if the Property Trustee fails to
     enforce its rights under this Indenture as the holder of the Debentures
     held as the assets of the Trust, any holder of Trust Preferred Securities
     may, to the extent permitted under applicable law, institute legal
     proceedings directly against the Company to enforce such Property Trustee's
     rights under this Indenture without first instituting any legal proceedings
     against such Property 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 Company 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), the Company acknowledges that a holder of Trust Preferred
     Securities may directly institute a proceeding against the Company for
     enforcement of payment to such holder of the principal of or interest on
     the Debentures having a principal amount equal to the

                                      -54-

<PAGE>

     aggregate liquidation amount of the Trust Preferred Securities of such
     holder on or after the respective due date specified in the Debentures.

          (b) Notwithstanding anything to the contrary contained in this
     Indenture, the Company shall have the right to setoff any payment it is
     otherwise required to make hereunder in respect of any Trust Securities to
     the extent that the Company has previously made, or is concurrently making,
     a payment to the holder of any such Trust Securities under the Trust
     Preferred Securities Guarantee or in connection with a proceeding for
     enforcement of payment of the principal of or interest on the Debentures
     directly brought by holders of any such Trust Securities.

                                   ARTICLE XVI

                           SUBORDINATION OF DEBENTURES

     Section 16.1 Agreement to Subordinate.

     The Company covenants and agrees, and each holder of Debentures issued
hereunder by such holder's acceptance thereof likewise covenants and agrees,
that all Debentures shall be issued subject to the provisions of this Article
XVI; and each holder of a Debenture, whether upon original issue or upon
transfer or assignment thereof, accepts and agrees to be bound by such
provisions. The payment by the Company of the principal of and interest on all
Debentures issued hereunder shall, to the extent and in the manner hereinafter
set forth, be subordinated and junior in right of payment to the prior payment
in full of all Senior Debt, Subordinated Debt and Additional Senior Obligations
of the Company (collectively, "Senior Indebtedness") to the extent provided
herein, whether outstanding at the date of this Indenture or thereafter
incurred. No provision of this Article XVI shall prevent the occurrence of any
default or Event of Default hereunder. In no event shall the Debentures be
subordinate to the Company's (i) trade accounts payable, or (ii) accrued
liabilities arising in the ordinary course of business; however, the Debentures
shall in all cases be subordinate to (i) any Debt of the Company to any of its
subsidiaries, and (ii) any Debt to any employee of the Company.

     Section 16.2 Default on Senior Debt, Subordinated Debt or Additional Senior
Obligations.

     In the event and during the continuation of any default by the Company in
the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness, or in the event that the maturity of any Senior
Indebtedness has been accelerated because of a default, then, in either case, no
payment shall be made by the Company with respect to the principal (including
redemption payments) of or interest on the Debentures. In the event that,
notwithstanding the foregoing, any payment shall be received by the Trustee when
such payment is prohibited by the preceding sentence of this Section 16.2, such
payment shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that the holders of the Senior
Indebtedness (or their representative or representatives or a trustee) notify
the Trustee in writing within 90 days of such payment of

                                      -55-

<PAGE>

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

     Section 16.3 Liquidation; Dissolution; Bankruptcy.

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

          (b) In the event that, notwithstanding the foregoing, any payment or
     distribution of assets of the Company of any kind or character, whether in
     cash, property or securities, prohibited by the foregoing, shall be
     received by the Trustee before all Senior Indebtedness of the Company is
     paid in full, or provision is made for such payment in money in accordance
     with its terms, such payment or distribution shall be held in trust for the
     benefit of and shall be paid over or delivered to the holders of such
     Senior Indebtedness or their representative or representatives, or to the
     trustee or trustees under any indenture pursuant to which any instruments
     evidencing such Senior Indebtedness may have been issued, and their
     respective interests may appear, as calculated by the Company, for
     application to the payment of all Senior Indebtedness of the Company, as
     the case may be, remaining unpaid to the extent necessary to pay such
     Senior Indebtedness in full in money in accordance with its terms, after
     giving effect to any concurrent payment or distribution to or for the
     benefit of the holders of such Senior Indebtedness.

          (c) For purposes of this Article XVI, the words "cash, property or
     securities" shall not be deemed to include shares of stock of the Company
     as reorganized or readjusted, or securities of the Company or any other
     Person provided for by a plan of

                                      -56-

<PAGE>

     reorganization or readjustment, the payment of which is subordinated at
     least to the extent provided in this Article XVI with respect to the
     Debentures to the payment of all Senior Indebtedness of the Company, as the
     case may be, that may at the time be outstanding, provided that (i) such
     Senior Indebtedness is assumed by the new Person, if any, resulting from
     any such reorganization or readjustment; and (ii) the rights of the holders
     of such Senior Indebtedness are not, without the consent of such holders,
     altered by such reorganization or readjustment. The consolidation of the
     Company with, or the merger of the Company into, another Person or the
     liquidation or dissolution of the Company following the conveyance or
     transfer of its property as an entirety, or substantially as an entirety,
     to another Person upon the terms and conditions provided for in Article XII
     shall not be deemed a dissolution, winding-up, liquidation or
     reorganization for the purposes of this Section 16.3 if such other Person
     shall, as a part of such consolidation, merger, conveyance or transfer,
     comply with the conditions stated in Article XII. Nothing in Section 16.2
     or in this Section 16.3 shall apply to claims of, or payments to, the
     Trustee under or pursuant to Section 9.7.

     Section 16.4 Subrogation.

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

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

                                      -57-

<PAGE>

     securities of the Company, as the case may be, received upon the exercise
     of any such remedy.

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

     Section 16.5 Trustee to Effectuate Subordination.

     Each holder of Debentures by such holder's acceptance thereof authorizes
and directs the Trustee on such holder's behalf to take such action as the
Company advises the Trustee in writing is necessary or appropriate to effectuate
the subordination provided in this Article XVI and appoints the Trustee such
holder's attorney-in-fact for any and all such purposes.

     Section 16.6 Notice by the Company.

          (a) The Company shall give prompt written notice to a Responsible
     Officer of the Trustee of any fact known to the Company that would prohibit
     the making of any payment of money to or by the Trustee in respect of the
     Debentures pursuant to the provisions of this Article XVI. Notwithstanding
     the provisions of this Article XVI or any other provision of this
     Indenture, the Trustee shall not be charged with knowledge of the existence
     of any facts that would prohibit the making of any payment of money to or
     by the Trustee in respect of the Debentures pursuant to the provisions of
     this Article XVI, unless and until a Responsible Officer of the Trustee
     shall have received written notice thereof from the Company or a holder or
     holders of Senior Indebtedness or from any trustee therefore; and before
     the receipt of any such written notice, the Trustee, subject to the
     provisions of Section 9.1(b), shall be entitled in all respects to assume
     that no such facts exist; provided, however, that if the Trustee shall not
     have received the notice provided for in this Section 16.6 at least two
     Business Days prior to the date upon which by the terms hereof any money
     may become payable for any purpose (including, without limitation, the
     payment of the principal of or interest on any Debenture), then, anything
     herein contained to the contrary notwithstanding, the Trustee shall have
     full power and authority to receive such money and to apply the same to the
     purposes for which they were received, and shall not be affected by any
     notice to the contrary that may be received by it within two Business Days
     prior to such date.

          (b) The Trustee, subject to the provisions of Section 9.1(b), shall be
     entitled to conclusively rely on the delivery to it of a written notice by
     a Person representing himself to be a holder of Senior Indebtedness (or a
     trustee on behalf of such holder) to establish

                                      -58-

<PAGE>

     that such notice has been given by a holder of such Senior Indebtedness or
     a trustee on behalf of any such holder or holders. In the event that the
     Trustee determines in good faith that further evidence is required with
     respect to the right of any Person as a holder of such Senior Indebtedness
     to participate in any payment or distribution pursuant to this Article XVI,
     the Trustee may request such Person to furnish evidence to the reasonable
     satisfaction of the Trustee as to the amount of such Senior Indebtedness
     held by such Person, the extent to which such Person is entitled to
     participate in such payment or distribution and any other facts pertinent
     to the rights of such Person under this Article XVI, and, if such evidence
     is not furnished, the Trustee may defer any payment to such Person pending
     judicial determination as to the right of such Person to receive such
     payment.

     Section 16.7 Rights of the Trustee; Holders of Senior Indebtedness.

          (a) The Trustee in its individual capacity shall be entitled to all
     the rights set forth in this Article XVI in respect of any Senior
     Indebtedness at any time held by it, to the same extent as any other holder
     of Senior Indebtedness, and nothing in this Indenture shall deprive the
     Trustee of any of its rights as such holder. The Trustee's right to
     compensation and reimbursement of expenses as set forth in Section 9.7
     shall not be subject to the subordination provisions of the Article XVI.

          (b) With respect to the holders of Senior Indebtedness, the Trustee
     undertakes to perform or to observe only such of its covenants and
     obligations as are specifically set forth in this Article XVI, and no
     implied covenants or obligations with respect to the holders of such Senior
     Indebtedness shall be read into this Indenture against the Trustee. The
     Trustee shall not be deemed to owe any fiduciary duty to the holders of
     such Senior Indebtedness and, subject to the provisions of Section 9.1(b),
     the Trustee shall not be liable to any holder of such Senior Indebtedness
     if it shall in good faith pay over or deliver to holders of Debentures, the
     Company or any other Person money or assets to which any holder of such
     Senior Indebtedness shall be entitled by virtue of this Article XVI or
     otherwise.

     Section 16.8 Subordination may not be Impaired.

          (a) No right of any present or future holder of any Senior
     Indebtedness of the Company to enforce subordination as herein provided
     shall at any time in any way be prejudiced or impaired by any act or
     failure to act on the part of the Company or by any act or failure to act,
     in good faith, by any such holder, or by any noncompliance by the Company
     with the terms, provisions and covenants of this Indenture, regardless of
     any knowledge thereof that any such holder may have or otherwise be charged
     with.

          (b) Without in any way limiting the generality of the foregoing
     paragraph, the holders of Senior Indebtedness of the Company may, at any
     time and from time to time, without the consent of or notice to the Trustee
     or the holders of the Debentures, without incurring responsibility to the
     holders of the Debentures and without impairing or releasing the
     subordination provided in this Article XVI or the obligations hereunder of
     the holders of the Debentures to the holders of such Senior Indebtedness,
     do any one or

                                      -59-

<PAGE>

     more of the following: (i) change the manner, place or terms of payment or
     extend the time of payment of, or renew or alter, such Senior Indebtedness,
     or otherwise amend or supplement in any manner such Senior Indebtedness or
     any instrument evidencing the same or any agreement under which such Senior
     Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal
     with any property pledged, mortgaged or otherwise securing such Senior
     Indebtedness; (iii) release any Person liable in any manner for the
     collection of such Senior Indebtedness; and (iv) exercise or refrain from
     exercising any rights against the Company and any other Person.

                            [SIGNATURE PAGE FOLLOWS]

                                      -60-

<PAGE>

     IN WITNESS WHEREOF, this Indenture is dated as set forth below and
effective as of the day and year first above written.

                                      Enterprise Financial Services Corp.


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


                                      Wells Fargo Bank, National Association, AS
                                      TRUSTEE


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

                          [Signature Page to Indenture]

                                      -61-

<PAGE>

                                    EXHIBIT A

                        FLOATING RATE JUNIOR SUBORDINATED
                          DEFERRABLE INTEREST DEBENTURE
                     OF ENTERPRISE FINANCIAL SERVICES CORP.

                                      -1-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9.2
<SEQUENCE>4
<FILENAME>dex492.txt
<DESCRIPTION>FLOATING RATE JUNIOR SUBORDINATED DEBENTURE
<TEXT>
<PAGE>



                                  Exhibit 4.9.2
         Floating Rate Junior Subordinated Deferrable Interest Debenture

                        FLOATING RATE JUNIOR SUBORDINATED
                          DEFERRABLE INTEREST DEBENTURE
                     OF ENTERPRISE FINANCIAL SERVICES CORP.

     THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS DEBENTURE 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 THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.
PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS
PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT) AFTER THE LATER OF (i) THE
ORIGINAL ISSUE DATE HEREOF OR (ii) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS DEBENTURE (OR ANY PREDECESSOR OF
THIS DEBENTURE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY
APPLICABLE LAWS (THE "RESALE RESTRICTION TERMINATION DATE"), THE HOLDER OF THIS
DEBENTURE BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE COMPANY TO
OFFER, SELL OR OTHERWISE TRANSFER THIS DEBENTURE ONLY (A) TO THE COMPANY OR AN
AFFILIATE OF THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS
DEBENTURE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED
UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF
SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT THAT
IS ACQUIRING THIS DEBENTURE 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 (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND
THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION
(i) PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN
OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE
COMPANY TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO

<PAGE>

AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS DEBENTURE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE
AND THE DEBENTURE REGISTRAR IN CONNECTION WITH ANY TRANSFER OF THIS DEBENTURE
PRIOR TO THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER
OF SUCH TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE TRUSTEE AND THE
DEBENTURE REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE HOLDER
AFTER THE EARLIER OF (i) THE TRANSFER OF THE DEBENTURE EVIDENCED HEREBY PURSUANT
TO CLAUSE (B) ABOVE OR (ii) THE RESALE RESTRICTION TERMINATION DATE. THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
DEBENTURE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN.

     PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS DEBENTURE MAY BE
TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE PRINCIPAL AMOUNT OF NOT
LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF THIS DEBENTURE IN AN AGGREGATE
PRINCIPAL AMOUNT OF LESS THAN $100,000 PRIOR TO THE RESALE RESTRICTION
TERMINATION DATE SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.
AFTER SUCH RESALE RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS
DEBENTURE IN AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED
TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE
SHALL BE DEEMED NOT TO BE THE HOLDER OF THIS DEBENTURE FOR ANY PURPOSE,
INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO RECEIVE INTEREST PAYMENTS ON THIS
DEBENTURE, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
WHATSOEVER IN THIS DEBENTURE.

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

                                      -2-

<PAGE>

                       ENTERPRISE FINANCIAL SERVICES CORP.

              FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST
                                    DEBENTURE

                                DUE JUNE 30, 2032

No.           Four Million One Hundred Twenty Four Thousand Dollars ($4,124,000)
   ---------

     Enterprise Financial Services Corp., a Delaware corporation (the "Company,"
which term includes any successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to pay to, Wells Fargo Bank,
National Association or any successor thereto, as property trustee of EFSC
Capital Trust I or registered assigns, the principal sum of Four Million One
Hundred Twenty Four Thousand Dollars ($4,124,000) on June 30, 2032 (the "Stated
Maturity"), and to pay interest on said principal sum from June 28, 2002, or
from the most recent interest payment date to which interest has been paid or
duly provided for, quarterly (subject to deferral as set forth herein) in
arrears on March 30, June 30, September 30 and December 30 of each year (each
such date, an "Interest Payment Date") commencing September 30, 2002, at the
rate of 3.65% per annum over the Three-Month LIBOR Rate (the "Floating Interest
Rate"), applied to the aggregate principal amount of the Debentures Outstanding
as of such Interest Payment Date, until the principal hereof shall have become
due and payable, and on any overdue principal and (without duplication and to
the extent that payment of such interest is enforceable under applicable law) on
any overdue installment of interest at the same rate per annum compounded
quarterly. In no event shall the Floating Interest Rate exceed 12% prior to June
30, 2007.

     The "Three-Month LIBOR Rate" shall mean the rate determined in accordance
with the following provisions:

          (i) On the second LIBOR BUSINESS DAY (provided that on such day
     commercial banks are open for business (including dealings in foreign
     currency deposits) in London (a "LIBOR Banking Day") preceding each January
     15, April 15, July 15 and October 15 (except with respect to the Interest
     Payment Period commencing June 28, 2002) (each such date, an "Interest
     Reset Date"), Wells Fargo Bank, National Association (the "Calculation
     Agent"), will determine the Three-Month LIBOR Rate which shall be the rate
     for deposits in the London interbank market in U.S. dollars having a
     three-month maturity which appears on the Telerate Page 3750 as of 11:00
     a.m., London time, on such Interest Reset Date. "Telerate Page 3750" means
     the display on Page 3750 of the Bloomberg Financial Markets Commodities
     News (or such other page as may replace that page on that service for the
     purpose of displaying London interbank offered rates of major banks for
     U.S. dollar deposits). If the Three-Month LIBOR Rate on such Interest Reset
     Date does not appear on the Telerate Page 3750, such Three-Month LIBOR Rate
     will be determined as described in (ii) below. "LIBOR Business Day" means
     any day that is not a Saturday, Sunday or other day on which commercial
     banking institutions in New York, New York or Wilmington, Delaware are
     authorized or obligated by law or executive order to be closed. If such
     rate is superseded on Telerate Page 3750 by a

                                      -3-

<PAGE>

     corrected rate before 12:00 noon (London time) on the same Interest Reset
     Date, the corrected rate as so substituted will be the applicable LIBOR for
     that Interest Reset Date.

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

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

     The amount of interest payable for any full Interest Payment Period shall
be computed on the basis of a 360-day year and the actual number of days in such
Interest Payment Period. In the event that any date on which interest is payable
on this Debenture is not a Business Day, then payment of interest payable on
such date shall be made on the next succeeding day that is a Business Day except
that, if such Business Day is in the next succeeding calendar year, payment of
such interest will be made on the immediately preceding Business Day. The
interest installment so payable, and punctually paid or duly provided for, on
any Interest Payment Date shall, be paid to the Person in whose name this
Debenture (or one or more Predecessor Debentures, as defined in said Indenture)
is registered as provided in the Indenture.

     The Floating Interest Rate will in no event be higher than the maximum rate
permitted by the law of the State of Delaware, or, if higher, the law of the
United States of America.

     The principal of and the interest on this Debenture shall be payable at or
through the office or agency of the Trustee maintained for that purpose in any
coin or currency of the United States of America that at the time of payment is
legal tender for payment of public and private debts; provided, however, that
payment of interest may be made at the option of the Company by check mailed to
the registered holder at such address as shall appear in the Debenture Register.
Notwithstanding the foregoing, so long as the holder of this Debenture is the
Property Trustee, the payment of the principal of and interest on this Debenture
shall be made at such place and to such account as may be designated by the
Property Trustee.

                                      -4-

<PAGE>

     The Floating Interest Rate and amount of interest to be paid on the
Debentures for each Interest Payment Period will be determined by the
Calculation Agent. All calculations made by the Calculation Agent shall, in the
absence of manifest error, be conclusive for all purposes and binding on the
Company and the holders of this Debenture. In the event that any then acting
Calculation Agent shall be unable or unwilling to act, or that such Calculation
Agent shall fail duly to establish the Floating Interest Rate for any Interest
Payment Period, or that the Company proposes to remove such Calculation Agent,
or that the Calculation Agent proposes to terminate its service as Calculation
Agent, the Company shall appoint another Person, which is a bank, trust company,
investment banking firm or other financial institution, to act as the
Calculation Agent. The Calculation Agent shall certify the Floating Interest
Rate on each Interest Reset Date and shall provide a copy of such certification
to the Trustee under the Indenture and to the Property Trustee as soon as
practicable following each Interest Reset Date. The Trustee will provide written
notice of the Floating Interest Rate as certified by the Calculation Agent to
the holder of this Debenture within five Business Days following each Interest
Reset Date.

     Subject to the Company having received prior approval of the Federal
Reserve if then required under applicable capital guidelines, policies or
regulations of the Federal Reserve, the Company may redeem this Debenture prior
to the Stated Maturity in the manner and at the times set forth in the
Indenture.

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

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

     Capitalized terms used and not defined in this Debenture shall have the
meanings assigned in the Indenture.

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

                                      -5-

<PAGE>

     IN WITNESS WHEREOF, the Company has caused this instrument to be effective
June 28, 2002.

                                           Enterprise Financial Services Corp.


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

Attest:


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

                                      -6-

<PAGE>

                          CERTIFICATE OF AUTHENTICATION

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

Wells Fargo Bank, National Association,
  as Trustee or Authenticating Agent


By:
   ---------------------------------
  Authorized Signatory

                                      -7-

<PAGE>

                        FLOATING RATE JUNIOR SUBORDINATED

                          DEFERRABLE INTEREST DEBENTURE

                                   (CONTINUED)

     This Debenture is one of the subordinated debentures of the Company (herein
sometimes referred to as the "Debentures"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture effective as of June
28, 2002 (the "Indenture") duly executed and delivered between the Company and
Wells Fargo Bank, National Association, as Trustee (the "Trustee"), to which
Indenture reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Debentures and of the terms upon which the
Debentures are, and are to be, authenticated and delivered. The Debentures are
limited in aggregate principal amount as specified in the Indenture.

     Because of the occurrence and continuation of a Special Event, in certain
circumstances, this Debenture may become due and payable at the principal amount
together with any interest accrued thereon (the "Redemption Price"). The
Redemption Price shall be paid prior to 12:00 noon, Eastern Standard Time, on
the date of such redemption or at such earlier time as the Company determines.
The Company shall have the right as set forth in the Indenture to redeem this
Debenture at the option of the Company, without premium or penalty, (i) in whole
or in part, at any time on or after June 30, 2007 (an "Optional Redemption"), or
(ii) in whole, but not in part, at any time in certain circumstances upon the
occurrence of a Special Event, at a Redemption Price equal to 103% of the
principal amount plus any accrued but unpaid interest hereon, to the date of
such redemption. Any redemption pursuant to this paragraph shall be made upon
not less than 30 days' nor more than 60 days' notice, at the Redemption Price.
The Redemption Price shall be paid at the time and in the name provided therefor
in the Indenture. If the Debentures are only partially redeemed by the Company
pursuant to an Optional Redemption, the Debentures shall be redeemed pro rata or
by lot or by any other method utilized by the Trustee as described in the
Indenture.

     In the event of redemption of this Debenture in part only, a new Debenture
or Debentures for the unredeemed portion hereof shall be issued in the name of
the holder hereof upon the cancellation hereof. In case an Event of Default, as
defined in the Indenture, shall have occurred and be continuing, the principal
of all of the Debentures may be declared, and upon such declaration shall
become, due and payable, in the manner, with the effect and subject to the
conditions provided in the Indenture.

     The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than a majority in aggregate
principal amount of the Debentures at the time Outstanding, as defined in the
Indenture, to execute supplemental indentures for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or of modifying in any manner the
rights of the holders of the Debentures; provided, however, that no such
supplemental indenture shall, except as provided in the Indenture (i) extend the
fixed maturity of

                                      -8-

<PAGE>

the Debentures, reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, without the consent of the
holder of each Debenture so affected thereby; or (ii) reduce the aforesaid
percentage of Debentures, the holders of which are required to consent to any
such supplemental indenture, without the consent of the holders of each
Debenture then Outstanding and so affected thereby. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
the Debentures at the time outstanding, on behalf of all of the holders of the
Debentures, to waive any past default in the performance of any of the covenants
contained in the Indenture, or established pursuant to the Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures. Any such consent or waiver by the registered holder of
this Debenture (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such holder and upon all future holders and owners of this
Debenture and of any Debenture issued in exchange herefor or in place hereof
(whether by registration of transfer or otherwise), irrespective of whether or
not any notation of such consent or waiver is made upon this Debenture.

     No reference herein to the Indenture and no provision of this Debenture or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal and interest on this Debenture
at the time (subject to the Company's right to defer payment of interest during
an Extended Interest Payment Period as described herein) and place and at the
rate and in the money herein prescribed.

     As further described in the Indenture, the Company shall have the right at
any time during the term of the Debentures and from time to time to defer
payments of interest by extending the interest payment period of such Debentures
for up to 20 consecutive quarters (each, an "Extended Interest Payment Period"),
at the end of which period the Company shall pay all interest then accrued and
unpaid (together with interest thereon at the rate specified for the Debentures
to the extent that payment of such interest is enforceable under applicable
law). Before the termination of any such Extended Interest Payment Period, so
long as no Event of Default shall have occurred and be continuing, the Company
may further extend such Extended Interest Payment Period, provided that such
Extended Interest Payment Period together with all such further extensions
thereof shall not exceed 20 consecutive quarters, extend beyond the Stated
Maturity or end on a date other than an Interest Payment Date. At the
termination of any such Extended Interest Payment Period and upon the payment of
all accrued and unpaid interest and any additional amounts then due and subject
to the foregoing conditions, the Company may commence a new Extended Interest
Payment Period.

     As provided in the Indenture and subject to certain limitations therein set
forth, this Debenture is transferable by the registered holder hereof on the
Debenture Register at the office or agency of the Company designated for such
purpose upon surrender of this Debenture for registration of transfer
accompanied by a written instrument or instruments of transfer in form
satisfactory to the Company duly executed by the registered holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debentures of
authorized denominations and for the same aggregate principal amount shall be
issued to the designated transferee or transferees. No service charge shall be
made for any such transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

                                      -9-

<PAGE>

     Prior to due presentment for registration of transfer of this Debenture,
the Company, the Trustee, any Paying Agent and the Debenture Registrar may deem
and treat the registered holder hereof as the absolute owner hereof (whether or
not this Debenture shall be overdue and notwithstanding any notice of ownership
or writing hereon made by anyone other than the Debenture Registrar) for the
purpose of receiving payment of or on account of the principal hereof and
interest due hereon and for all other purposes, and neither the Company nor the
Trustee nor any Paying Agent nor any Debenture Registrar shall be affected by
any notice to the contrary (by anyone other than the Debenture Registrar).

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

     Subject to Section 2.3 of the Indenture, the Debentures are issuable only
in registered form without coupons in denominations of $1,000 and any integral
multiple thereof.

                                      -10-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9.3
<SEQUENCE>5
<FILENAME>dex493.txt
<DESCRIPTION>AMENDED AND RESTATED TRUST AGREEMENT
<TEXT>
<PAGE>

                                  Exhibit 4.9.3
                      Amended and Restated Trust Agreement

                              EFSC Capital Trust I

                      AMENDED AND RESTATED TRUST AGREEMENT

                                      AMONG

               Enterprise Financial Services Corp., AS DEPOSITOR,

          Wells Fargo Bank, National Association, AS PROPERTY TRUSTEE,

            Wells Fargo Delaware Trust Company, AS RESIDENT TRUSTEE,

                                       AND

                    THE ADMINISTRATIVE TRUSTEES NAMED HEREIN

                          EFFECTIVE AS OF June 27, 2002

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
<S>                <C>                                                                                    <C>
ARTICLE I          DEFINED TERMS...........................................................................2

   Section 1.1        Definitions..........................................................................2

ARTICLE II         ESTABLISHMENT OF THE TRUST.............................................................11

   Section 2.1        Name................................................................................11

   Section 2.2        Office of the Resident Trustee; Principal Place of Business of the Trust............11

   Section 2.3        Initial Contribution of Trust Property; Organizational Expenses.....................11

   Section 2.4        Issuance of the Trust Preferred Securities..........................................11

   Section 2.5        Issuance of the Common Securities; Subscription and Purchase of Debentures..........12

   Section 2.6        Declaration of Trust................................................................12

   Section 2.7        Authorization of Trustees to Enter into Certain Transactions........................12

   Section 2.8        Assets of Trust.....................................................................16

   Section 2.9        Title to Trust Property.............................................................16

ARTICLE III        PAYMENT ACCOUNT........................................................................16

   Section 3.1        Payment Account.....................................................................16

ARTICLE IV         DISTRIBUTIONS; REDEMPTION..............................................................17

   Section 4.1        Distributions.......................................................................17

   Section 4.2        Redemption..........................................................................19

   Section 4.3        Subordination of Common Securities..................................................21

   Section 4.4        Payment Procedures..................................................................22

   Section 4.5        Tax Returns and Reports.............................................................22

   Section 4.6        Payment of Taxes, Duties, etc. of the Trust.........................................22

   Section 4.7        Payments Under Indenture............................................................22

ARTICLE V          TRUST SECURITIES CERTIFICATES..........................................................22

   Section 5.1        Initial Ownership...................................................................22

   Section 5.2        The Trust Securities Certificates...................................................23

   Section 5.3        Execution, Authentication and Delivery of Trust Securities Certificates.............23

   Section 5.4        Registration of Transfer and Exchange of Trust Preferred Securities Certificates....24

   Section 5.5        Mutilated, Destroyed, Lost or Stolen Trust Securities Certificates..................28

   Section 5.6        Person Deemed Securityholders.......................................................28
</TABLE>

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
<S>                <C>                                                                                    <C>
   Section 5.7        Access to List of Securityholders' Names and Addresses..............................29

   Section 5.8        Maintenance of Office or Agency.....................................................29

   Section 5.9        Appointment of Paying Agent.........................................................29

   Section 5.10       Ownership of Common Securities by Depositor.........................................30

   Section 5.11       Trust Securities Certificates.......................................................30

   Section 5.12       [Reserved.].........................................................................31

   Section 5.13       Rights of Securityholders...........................................................31

ARTICLE VI         ACTS OF SECURITYHOLDERS; MEETINGS; VOTING..............................................32

   Section 6.1        Limitations on Voting Rights........................................................32

   Section 6.2        Notice of Meetings..................................................................33

   Section 6.3        Meetings of Holder/Holders of the Trust Preferred Securities........................33

   Section 6.4        Voting Rights.......................................................................33

   Section 6.5        Proxies, etc........................................................................34

   Section 6.6        Securityholder Action by Written Consent............................................34

   Section 6.7        Record Date for Voting and Other Purposes...........................................34

   Section 6.8        Acts of Securityholders.............................................................34

   Section 6.9        Inspection of Records...............................................................35

ARTICLE VII        REPRESENTATIONS AND WARRANTIES.........................................................36

   Section 7.1        Representations and Warranties of the Bank and the Property Trustee.................36

   Section 7.2        Representations and Warranties of the Delaware Bank and the Resident Trustee........37

   Section 7.3        Representations and Warranties of Depositor.........................................38

ARTICLE VIII       TRUSTEES...............................................................................39

   Section 8.1        Number of Trustees..................................................................39

   Section 8.2        Certain Duties and Responsibilities.................................................39

   Section 8.3        Certain Notices.....................................................................41

   Section 8.4        Certain Rights of the Property Trustee..............................................41

   Section 8.5        Not Responsible for Recitals or Issuance of Securities..............................43

   Section 8.6        May Hold Securities.................................................................43

   Section 8.7        Compensation; Indemnity; Fees.......................................................44

   Section 8.8        Corporate Property Trustee Required; Eligibility of Trustees........................44

   Section 8.9        Conflicting Interests...............................................................45
</TABLE>

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
<S>                <C>                                                                                    <C>
   Section 8.10       Co-Trustees and Separate Trustee....................................................45

   Section 8.11       Resignation and Removal; Appointment of Successor...................................47

   Section 8.12       Acceptance of Appointment by Successor..............................................48

   Section 8.13       Merger, Conversion, Consolidation or Succession to Business.........................49

   Section 8.14       Preferential Collection of Claims Against Depositor or Trust........................49

   Section 8.15       Reports by Property Trustee.........................................................49

   Section 8.16       Reports to the Property Trustee.....................................................49

   Section 8.17       Evidence of Compliance with Conditions Precedent....................................50

   Section 8.18       Delegation of Power.................................................................50

   Section 8.19       Voting..............................................................................50

ARTICLE IX         TERMINATION, LIQUIDATION AND MERGER....................................................51

   Section 9.1        Termination Upon Expiration Date....................................................51

   Section 9.2        Early Termination...................................................................51

   Section 9.3        Termination.........................................................................51

   Section 9.4        Liquidation.........................................................................51

   Section 9.5        Mergers, Consolidations, Amalgamations or Replacements of the Trust.................53

ARTICLE X          MISCELLANEOUS PROVISIONS...............................................................54

   Section 10.1       Limitation of Rights of Securityholders.............................................54

   Section 10.2       Amendment...........................................................................55

   Section 10.3       Severability........................................................................56

   Section 10.4       Governing Law.......................................................................56

   Section 10.5       Payments Due on Non-Business Day....................................................57

   Section 10.6       Successors..........................................................................57

   Section 10.7       Headings............................................................................57

   Section 10.8       Reports, Notices and Demands........................................................57

   Section 10.9       Agreement not to Petition...........................................................58

   Section 10.10      Applicability of Trust Indenture Act; Conflict......................................58

   Section 10.11      Acceptance of Terms of Trust Agreement, Guarantee and Indenture.....................59
</TABLE>

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                         Page
EXHIBITS
<S>          <C>
Exhibit A    Form of Certificate of Trust of EFSC Capital Trust I
Exhibit B    Form of Common Security Certificate
Exhibit C    Form of Agreement as to Expenses and Liabilities
Exhibit D    Form of Floating Rate Cumulative Trust Preferred Security Certificate
Exhibit E    Form of Transferee Letter of Representations
Exhibit F    Form of Transferor Letter of Representations
</TABLE>

                                      -iv-

<PAGE>



                      AMENDED AND RESTATED TRUST AGREEMENT

     AMENDED AND RESTATED TRUST AGREEMENT, effective as of June 27, 2002, among
(i) Enterprise Financial Services Corp., a Delaware corporation (including any
successors or assigns, the "Depositor"), (ii) Wells Fargo Bank, National
Association, a national banking association with its principal place of business
in the State of Delaware, as property trustee (the "Property Trustee" and, in
its separate individual capacity and not in its capacity as Property Trustee,
the "Bank"), (iii) Wells Fargo Delaware Trust Company with its principal place
of business in the State of Delaware, as Resident Trustee (the "Resident
Trustee," and, in its separate individual capacity and not in its capacity as
Resident Trustee, the "Delaware Bank") (iv) Frank H. Sanfilippo and Stacey Tate,
as administrative trustees (each an "Administrative Trustee" and together the
"Administrative Trustees") (the Property Trustee, the Resident Trustee and the
Administrative Trustees referred to collectively as the "Trustees"), and (v) the
several Holders (as hereinafter defined).

                                    RECITALS

     WHEREAS, the Depositor, the Resident Trustee, and Administrative Trustees,
have heretofore duly declared and established a business trust pursuant to the
Delaware Business Trust Act by the entering into of that certain Trust
Agreement, effective as of June    , 2002 (the "Original Trust Agreement"), and
                                ---
by the execution and filing by the Resident Trustee and the Administrative
Trustees with the Secretary of State of the State of Delaware of the Certificate
of Trust, filed on June    , 2002, the form of which is attached as Exhibit A;
                        ---
and

     WHEREAS, the parties hereto desire to amend and restate the Original Trust
Agreement in its entirety as set forth herein to provide for, among other
things, (i) the issuance of the Common Securities (as defined herein) by the
Trust (as defined herein) to the Depositor; (ii) the issuance and sale of the
Trust Preferred Securities (as defined herein) by the Trust pursuant to the
Placement Agreement (as defined herein); (iii) the acquisition by the Trust from
the Depositor of all of the right, title and interest in the Debentures (as
defined herein); and (iv) the appointment or continuation, as applicable of the
Trustees;

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

                                    ARTICLE I

                                  DEFINED TERMS

     Section 1.1 Definitions.

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

<PAGE>

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

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

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

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

     "Act" has the meaning specified in Section 6.8 hereof.

     "Additional Amount" means, with respect to Trust Securities of a given
Liquidation Amount and/or a given period, the amount of Deferred Interest
accrued on interest in arrears and paid by the Depositor on a Like Amount of
Debentures for such period, but shall not include Additional Sums, if any.

     "Additional Interest" has the meaning specified in Section 1.1 of the
Indenture.

     "Additional Sums" has the meaning specified in Section 1.1 of the
Indenture.

     "Administrative Trustee" means each of Frank H. Sanfilippo and Stacey Tate,
solely in his or her capacity as Administrative Trustee of the Trust continued
hereunder and not in his or her individual capacity, or such Administrative
Trustee's successor in interest in such capacity, or any successor
administrative trustee appointed as herein provided.

     "Affiliate" means, with respect to a specified Person, (a) any Person
directly or indirectly owning, controlling or holding with power to vote 10% or
more of the outstanding voting securities or other ownership interests of the
specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person; (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person; (d) a partnership in which the specified Person is a
general partner; (e) any officer or director of the specified Person; and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

     "Authenticating Agent" means an authenticating agent with respect to the
Trust Preferred Securities appointed by the Property Trustee pursuant to Section
5.3 hereof.

     "Bank" has the meaning specified in the Preamble to this Trust Agreement.

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

                                      -2-

<PAGE>

          (a) the entry of a decree or order by a court having jurisdiction in
     the premises adjudging such Person bankrupt or insolvent, or approving as
     properly filed a petition seeking liquidation or reorganization of or in
     respect of such Person under the United States Bankruptcy Code of 1978, as
     amended, or any other similar applicable federal or state law, and the
     continuance of any such decree or order unvacated and unstayed for a period
     of 90 days; or the commencement of an involuntary case under the United
     States Bankruptcy Code of 1978, as amended, in respect of such Person,
     which shall continue undismissed for a period of 90 days or entry of an
     order for relief in such case; or the entry of a decree or order of a court
     having jurisdiction in the premises for the appointment on the ground of
     insolvency or bankruptcy of a receiver, custodian, liquidator, trustee or
     assignee in bankruptcy or insolvency of such Person or of its property, or
     for the winding up or liquidation of its affairs, and such decree or order
     shall have remained in force unvacated and unstayed for a period of 90
     days; or

          (b) the institution by such Person of proceedings to be adjudicated a
     voluntary bankruptcy, or the consent by such Person to the filing of a
     bankruptcy proceeding against it, or the filing by such Person of a
     petition or answer or consent seeking liquidation or reorganization under
     the United States Bankruptcy Code of 1978, as amended, or other similar
     applicable Federal or State law, or the consent by such Person to the
     filing of any such petition or to the appointment on the ground of
     insolvency or bankruptcy of a receiver or custodian or liquidator or
     trustee or assignee in bankruptcy or insolvency of such Person or of its
     property, or a general assignment by such Person for the benefit of
     creditors.

     "Bankruptcy Laws" has the meaning specified in Section 10.9 hereof.

     "Board Resolution" means a copy of a resolution certified by the Secretary
of the Depositor to have been duly adopted by the Depositor's Board of
Directors, or such committee of the Board of Directors or officers of the
Depositor to which authority to act on behalf of the Board of Directors has been
delegated, and to be in full force and effect on the date of such certification,
and delivered to the appropriate Trustee.

     "Business Day" means a day other than a Saturday or Sunday, a day on which
banking institutions in Wilmington, Delaware or Minneapolis, Minnesota are
authorized or required by law, executive order or regulation to remain closed,
or a day on which the Property Trustee's Corporate Trust Office or the Corporate
Trust Office of the Debenture Trustee are closed for business.

     "Calculation Agent" has the meaning specified in Section 4.1(d).

     "Certificate of Trust" means the certificate of trust filed with the
Secretary of State of the State of Delaware with respect to the Trust, as
amended or restated from time to time.

     "Change in 1940 Act Law" shall have the meaning set forth in the definition
of "Investment Company Event."

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

                                      -3-

<PAGE>

     "Code" means the Internal Revenue Code of 1986, as amended.

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

     "Common Securities Certificate" means a certificate evidencing ownership of
Common Securities, substantially in the form attached hereto as Exhibit B.

     "Common Security" means an undivided common beneficial interest in the
assets of the Trust, having a per share Liquidation Amount of $1,000 and having
the rights provided therefor in this Trust Agreement, including the right to
receive Distributions and a Liquidation Distribution as provided herein.

     "Company" means Enterprise Financial Services Corp., a Delaware corporation
and registered bank holding company under the Bank Holding Company Act of 1956,
as amended.

     "Corporate Trust Office" means the office at which, at any particular time,
the corporate trust business of the Property Trustee or the Debenture Trustee,
as the case may be, shall be principally administered, which office at the date
hereof, in each such case, is c/o Wells Fargo Bank, National Association.

     "Debenture Event of Default" means an "Event of Default" as defined in
Section 7.1 of the Indenture.

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

     "Debenture Tax Event" means a "Tax Event" as specified in Section 1.1 of
the Indenture.

     "Debenture Trustee" means Wells Fargo Bank, National Association with its
principal place of business in the State of Delaware and any successor thereto,
acting not in its individual capacity but solely as trustee under the Indenture.

     "Debentures" means the Four Million One Hundred Twenty Four Thousand
Dollars ($4,124,000) aggregate principal amount of the Floating Rate Junior
Subordinated Deferrable Interest Debentures due June 30, 2032, issued by the
Depositor pursuant to the Indenture.

     "Deferred Interest" shall have the meaning set forth in Section 4.1 of the
Indenture.

     "Definitive Trust Preferred Securities Certificates" means Trust Preferred
Securities Certificates issued in certificated, fully registered form as
provided in Section 5.11 hereof.

     "Delaware Bank" has the meaning specified in the Preamble to this Trust
Agreement.

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

                                      -4-

<PAGE>

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

     "Distribution Date" has the meaning specified in Section 4.1(a) hereof.

     "Distribution Period" has the meaning set forth in Section 4.1(a) hereof.

     "Distribution Reset Date" has the meaning set forth in Section 4.1(d)
hereof.

     "Distributions" means amounts payable in respect of the Trust Securities as
provided in Section 4.1 hereof.

     "Early Termination Date" has the meaning specified in Section 9.2 hereof.

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

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

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

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

          (d) default in the performance, or breach, in any material respect, of
     any covenant or warranty of the Trustees in this Trust Agreement (other
     than a covenant or warranty a default in the performance of which or the
     breach of which is dealt with in clause (b) or (c), above) and continuation
     of such default or breach for a period of 60 days after there has been
     given, by registered or certified mail, to the defaulting Trustee or
     Trustees by the Holders of at least 25% in aggregate Liquidation Amount of
     the Outstanding Trust Preferred Securities a written notice specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; or

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

     "Exchange Act" means the Securities Exchange Act of 1934 or any successor
statute thereto, in each case as amended from time to time.

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

     "Expiration Date" has the meaning specified in Section 9.1 hereof.

                                      -5-

<PAGE>

     "Extended Interest Payment Period" has the meaning specified in Section 4.1
of the Indenture.

     "Floating Distribution Rate" has the meaning specified in Section 4.1(b)
hereof.

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

     "Indenture" means the Indenture, effective as of June 27, 2002, between the
Depositor and the Debenture Trustee, as trustee, as amended or supplemented from
time to time.

     "Investment Company Act" means the Investment Company Act of 1940 or any
successor statute thereto, in each case as amended from time to time.

     "Investment Company Event" means the receipt by the Trust and the Depositor
of an Opinion of Counsel, rendered by a law firm having a recognized national
securities law practice, to the effect that, as a result of the occurrence of a
change in law or regulation or a change in interpretation or application of law
or regulation by any legislative body, court, governmental agency or regulatory
authority (a "Change in 1940 Act Law"), the Trust is or shall be considered an
"investment company" that is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the date
of original issuance of the Trust Preferred Securities under this Trust
Agreement; provided, however, that the Depositor or the Administrative Trustees
on behalf of the Trust shall have requested and received such an Opinion of
Counsel with regard to such matters within a reasonable period of time after the
Depositor or the Administrative Trustees on behalf of the Trust shall have
become aware of the possible occurrence of any such event.

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

     "Like Amount" means (a) with respect to a redemption of Trust Securities,
Trust Securities having an aggregate Liquidation Amount equal to the aggregate
principal amount of Debentures to be contemporaneously redeemed in accordance
with the Indenture and the proceeds of which shall be used to pay the Redemption
Price of such Trust Securities; and (b) with respect to a distribution of
Debentures to Holders of Trust Securities in connection with a dissolution or
liquidation of the Trust, Debentures having a principal amount equal to the
Liquidation Amount of the Trust Securities of the Holder to whom such Debentures
are distributed. Each Debenture distributed pursuant to clause (b) above shall
carry with it accrued interest in an amount equal to the accrued and unpaid
interest then due on such Debentures.

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

     "Liquidation Date" means the date on which Debentures are to be distributed
to Holders of Trust Securities in connection with a dissolution and liquidation
of the Trust pursuant to Section 9.4(a).

                                      -6-

<PAGE>

     "Liquidation Distribution" has the meaning specified in Section 9.4(d).

     "Majority in Liquidation Amount" means, with respect to the Trust
Securities, except as provided in the terms of the Trust Preferred Securities
or, if the Indenture is then required to be qualified under the Trust Indenture
Act, by the Trust Indenture Act, Holder(s) of Outstanding Trust Securities
voting together as a single class or, as the context may require, Holders of
Outstanding Trust Preferred 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 of all Outstanding Trust Securities of
the relevant class.

     "Maturity Date" means the date on which the Debentures mature and on which
the principal shall be due and payable together with all accrued and unpaid
interest thereon including Compounded Interest and Additional Interest (each as
defined in the Indenture), if any.

     "Officers' Certificate" means a certificate signed by the Chief Executive
Officer, President or an Executive Vice President and by the Treasurer or the
Vice President--Finance or the Secretary, of the Depositor, and delivered to the
appropriate Trustee. One of the officers signing an Officers' Certificate given
pursuant to Section 8.17 hereof shall be the principal executive, financial or
accounting officer of the Depositor. Any Officers' Certificate delivered with
respect to compliance with a condition or covenant provided for in this Trust
Agreement shall include:

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

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

     "Opinion of Counsel" means an opinion in writing of independent, outside
legal counsel for the Trust, the Property Trustee, the Resident Trustee or the
Depositor, who shall be reasonably acceptable to the Property Trustee.

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

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

                                      -7-

<PAGE>

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

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

          (c) Trust Preferred Securities which have been paid or in exchange for
     or in lieu of which other Trust Preferred Securities have been executed and
     delivered pursuant to Sections 5.4, 5.5 and 5.11; provided, however, that
     in determining whether the Holders of the requisite Liquidation Amount of
     the Outstanding Trust Preferred Securities have given any request, demand,
     authorization, direction, notice, consent or waiver hereunder, Trust
     Preferred Securities owned by the Depositor, any Trustee or any Affiliate
     of the Depositor or any Trustee shall be disregarded and deemed not to be
     Outstanding, except that (a) in determining whether any Trustee shall be
     protected in relying upon any such request, demand, authorization,
     direction, notice, consent or waiver, only Trust Preferred Securities that
     such Trustee knows to be so owned shall be so disregarded; and (b) the
     foregoing shall not apply at any time when all of the outstanding Trust
     Preferred Securities are owned by the Depositor, one or more of the
     Trustees and/or any such Affiliate. Trust Preferred Securities so owned
     which have been pledged in good faith may be regarded as Outstanding if the
     pledgee establishes to the satisfaction of the Administrative Trustees the
     pledgee's right to the Trust Preferred Securities of Depositor or any
     Affiliate of the Depositor.

     "Paying Agent" means any paying agent or co-paying agent appointed pursuant
to Section 5.9 hereof and shall initially be the Bank.

     "Payment Account" means a segregated non-interest-bearing corporate trust
account maintained by the Property Trustee with the Bank in its trust department
for the benefit of the Securityholders in which all amounts paid in respect of
the Debentures shall be held and from which the Property Trustee shall make
payments to the Securityholders in accordance with Sections 4.1 and 4.2 hereof.

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

     "Placement Agreement" means the Placement Agreement, effective as of June
27, 2002, among the Trust, the Depositor and the Placement Agent named therein.

     "Preferred Securities Guarantee" means the Trust Preferred Securities
Guarantee Agreement executed and delivered by the Depositor and Wells Fargo
Bank, National Association, as trustee, contemporaneously with the execution and
delivery of this Trust Agreement, for the benefit of the holders of the Trust
Preferred Securities, as amended from time to time.

                                      -8-

<PAGE>

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

     "Redemption Date" means, with respect to any Trust Security to be redeemed,
the date fixed for such redemption by or pursuant to this Trust Agreement;
provided that (i) each Redemption Date must fall on a Distribution Date, and
(ii) each Debenture Redemption Date and the stated maturity of the Debentures
shall be a Redemption Date for a Like Amount of Trust Securities.

     "Redemption Price" means, with respect to any Trust Security, the
Liquidation Amount of such Trust Security, plus accumulated and unpaid
Distributions to the Redemption Date, plus the related amount of the premium, if
any, paid by the Depositor upon the concurrent redemption of a Like Amount of
Debentures, allocated on a pro rata basis (based on Liquidation Amounts) among
the Trust Securities.

     "Relevant Trustee" shall have the meaning specified in Section 8.11 hereof.

     "Resale Restriction Termination Date" means, with respect to the offer,
sale or other transfer of a Trust Preferred Security, (a) the date which is two
years (or such shorter period of time as permitted by Rule 144(k) under the
Securities Act) after the later of the original issue date of such Trust
Preferred Security and the last date on which the Company or any Affiliate of
the Company was the owner of such Trust Preferred Security (or any predecessor
of the Trust Preferred Security) and (b) such later date, if any, as may be
required by applicable laws.

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

     "Responsible Officer" when used with respect to the Property Trustee means
any officer assigned to the Corporate Trust Office and having direct
responsibility for the administration of this Trust Agreement, and also, with
respect to a particular matter, any other officer of the Property Trustee to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

     "Securities Register" and "Securities Registrar" shall have the respective
meanings specified in Section 5.4 hereof.

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

     "Three-Month LIBOR Rate" has the meaning specified in Section 4.1(d).

                                      -9-

<PAGE>

     "Trust" means the Delaware business trust created by the filing of the
Certificate of Trust with the Secretary of State of the State of Delaware and
the execution of the Original Trust Agreement, and continued hereby and
identified on the cover page to this Trust Agreement.

     "Trust Agreement" means this Amended and Restated Trust Agreement, as the
same may be modified, amended or supplemented in accordance with the applicable
provisions hereof, including all exhibits hereto, including, for all purposes of
this Trust Agreement and any such modification, amendment or supplement, the
provisions of the Trust Indenture Act, if any, that are deemed to be a part of
and govern this Trust Agreement and any such modification, amendment or
supplement, respectively.

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

     "Trust Preferred Securities Certificate" means a certificate evidencing
ownership of Trust Preferred Securities, substantially in the form attached
hereto as Exhibit D.

     "Trust Preferred Security" means an undivided preferred beneficial interest
in the assets of the Trust, having a per share Liquidation Amount of $1,000 and
having the rights provided therefor in this Trust Agreement, including the right
to receive Distributions and a Liquidation Distribution as provided herein.

     "Trust Property" means (a) the Debentures; (b) the rights of the Property
Trustee, if any, under the Guarantee; (c) any cash on deposit in, or owing to,
the Payment Account; (d) the Initial Contribution (as defined in Section 2.3);
and (e) all proceeds and rights in respect of the foregoing and any other
property and assets for the time being held or deemed to be held by the Property
Trustee pursuant to the terms of this Trust Agreement.

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

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

     "Trustees" means, collectively, the Property Trustee, the Resident Trustee
and the Administrative Trustees.

                                   ARTICLE II

                           ESTABLISHMENT OF THE TRUST

     Section 2.1 Name.

     The Trust continued hereby shall be known as "EFSC Capital Trust I," as
such name may be modified from time to time by the Administrative Trustees
following written notice to the Holders of Trust Securities and the other
Trustees, in which name the Trustees and the Depositor

                                      -10-

<PAGE>

may engage in the transactions contemplated hereby, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued.

     Section 2.2 Office of the Resident Trustee; Principal Place of Business of
the Trust.

     The address of the Resident Trustee is c/o Wells Fargo Delaware Trust
Company, 919 Market Street, Suite 700, Wilmington, Delaware 19801, Attn:
Corporate Trust Administration, or such other address as the Resident Trustee
may designate by written notice to the Securityholders and the Depositor. The
principal executive office of the Trust is 919 Market Street, Suite 700,
Wilmington, Delaware 19801.

     Section 2.3 Initial Contribution of Trust Property; Organizational
Expenses.

     The Resident Trustee and Administrative Trustees acknowledge receipt in
trust from the Depositor in connection with the Original Trust Agreement of the
sum of One Hundred Dollars ($100) (the "Initial Contribution"), which
constituted the initial Trust Property; and the Property Trustee acknowledges
receipt of all Trust Property pursuant to this Agreement. The Depositor shall
pay organizational expenses of the Trust as they arise or shall, upon request of
any Trustee, promptly reimburse such Trustee for any such expenses paid by such
Trustee. The Depositor shall make no claim upon the Trust Property for the
payment of such expenses.

     Section 2.4 Issuance of the Trust Preferred Securities.

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute and cause to be
delivered in accordance with Sections 5.2 and 5.3 Trust Preferred Securities
Certificates, registered in the name of the Persons entitled thereto in an
aggregate amount of Four Thousand (4,000) Trust Preferred Securities having an
aggregate Liquidation Amount of Four Million Dollars ($4,000,000) against
receipt of the aggregate purchase price of such Trust Preferred Securities of
Four Million Dollars ($4,000,000), which amount such Administrative Trustee
shall promptly deliver to the Property Trustee.

     Section 2.5 Issuance of the Common Securities; Subscription and Purchase of
Debentures.

     Contemporaneously with the execution and delivery of this Trust Agreement,
an Administrative Trustee, on behalf of the Trust, shall execute and cause to be
delivered to the Depositor in accordance with Sections 5.2 and 5.3, a Common
Securities Certificate, registered in the name of the Depositor, in an aggregate
amount of One Hundred Twenty Four (124) Common Securities having an aggregate
Liquidation Amount of One Hundred Twenty Four Thousand Dollars ($124,000)
against payment by the Depositor of such amount. Contemporaneously therewith, an
Administrative Trustee, on behalf of the Trust, shall subscribe to and purchase
from the Depositor Debentures, registered in the name of the Property Trustee on
behalf of the Trust and having an aggregate principal amount equal to Four
Million One Hundred Twenty Four Thousand Dollars ($4,124,000), and, in
satisfaction of the purchase price for such Debentures, the Property Trustee, on
behalf of the Trust, shall deliver to the Depositor the sum of Four Million One
Hundred Twenty Four Thousand Dollars ($4,124,000).

                                      -11-

<PAGE>

     Section 2.6 Declaration of Trust.

     The exclusive purposes and functions of the Trust are (a) to issue and sell
Trust Securities and use the proceeds from such sale to acquire the Debentures;
(b) to make distributions as provided herein; (c) to enter into the agreements,
documents, and instruments necessary to accomplish (a) and (b); and (d) to
engage in those activities necessary, advisable or incidental thereto. The
Depositor hereby appoints, or confirms the appointment of, as the case may be,
the Trustees as trustees of the Trust, to have all the rights, powers and duties
to the extent set forth herein, and the Trustees hereby accept, or confirm their
acceptance, as the case may be, of such appointments. The Property Trustee
hereby declares that it shall hold the Trust Property in trust upon and subject
to the conditions set forth herein for the benefit of the Securityholders. The
Administrative Trustees shall have all rights, powers and duties set forth
herein and in accordance with applicable law with respect to accomplishing the
purposes of the Trust. The Resident Trustee shall not be entitled to exercise
any powers, nor shall the Resident Trustee have any of the duties and
responsibilities, of the Property Trustee or the Administrative Trustees set
forth herein. The Resident Trustee shall be one of the Trustees of the Trust for
the sole and limited purpose of fulfilling the residency requirements of
applicable sections of the Delaware Business Trust Act.

     Section 2.7 Authorization of Trustees to Enter into Certain Transactions.

          (a) The Trustees shall conduct the affairs of the Trust in accordance
     with the terms of this Trust Agreement. Subject to the limitations set
     forth in paragraph (b) of this Section 2.7 and Article VIII hereof, and in
     accordance with the following provisions (i) and (ii), the Administrative
     Trustees shall have the authority to enter into all transactions and
     agreements determined by the Administrative Trustees to be appropriate in
     exercising the authority, express or implied, otherwise granted to the
     Administrative Trustees under this Trust Agreement, and to perform all acts
     in furtherance thereof, including without limitation, the acts set forth in
     the following provision (i):

          (i)  As among the Trustees, each Administrative Trustee, acting singly
               or jointly, shall have the power and authority to act on behalf
               of the Trust with respect to the following matters:

               (A)  the issuance and sale of the Trust Securities and the
                    compliance with the Placement Agreement in connection
                    therewith;

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

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

               (D)  the application for a taxpayer identification number for the
                    Trust;

                                      -12-

<PAGE>

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

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

               (G)  to acquire as trust assets Debentures with the proceeds of
                    the sale of the Trust Securities;

               (H)  to the extent provided in this Trust Agreement, the winding
                    up of the affairs of and liquidation of the Trust and the
                    preparation, execution and filing of the certificate of
                    cancellation with the Secretary of State of the State of
                    Delaware;

               (I)  the taking of all action that may be necessary or
                    appropriate for the preservation and the continuation of the
                    Trust's valid existence, rights, franchises and privileges
                    as a statutory business trust under the laws of the State of
                    Delaware and of each other jurisdiction in which such
                    existence is necessary to protect the limited liability of
                    the Holders of the Trust Preferred Securities or to enable
                    the Trust to effect the purposes for which the Trust was
                    created; and

               (J)  the taking of any action incidental to the foregoing as the
                    Administrative Trustees may from time to time determine is
                    necessary or advisable to give effect to the terms of this
                    Trust Agreement for the benefit of the Securityholders
                    (without consideration of the effect of any such action on
                    any particular Securityholder).

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

               (A)  the establishment and maintenance of the Payment 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 Payment Account;

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

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

                                      -13-

<PAGE>

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

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

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

               (I)  after an Event of Default, the taking of any action
                    incidental to the foregoing as the Property Trustee may from
                    time to time determine in good faith is necessary or
                    advisable to give effect to the terms of this Trust
                    Agreement and protect and conserve the Trust Property for
                    the benefit of the Securityholders (without consideration of
                    the effect of any such action on any particular
                    Securityholder);

               (J)  registering transfers of the Trust Securities in accordance
                    with this Trust Agreement; and

               (K)  engaging in such ministerial activities as shall be
                    necessary or appropriate to effect the redemption of the
                    Trust Securities to the extent the Debentures are redeemed
                    or mature.

Except as otherwise provided in this Section 2.7(a)(ii), the Property Trustee
shall have none of the duties, liabilities, powers or the authority of the
Administrative Trustees set forth in Section 2.7(a)(i).

          (b) So long as this Trust Agreement remains in effect, the Trust (or
     the Trustees acting on behalf of the Trust) shall not undertake any
     business, activities or transaction except as expressly provided herein or
     contemplated hereby. In particular, the Trustees shall not, on behalf of
     the Trust (i) acquire any investments or engage in any activities not
     authorized by this Trust Agreement; (ii) sell, assign, transfer, exchange,
     mortgage, pledge, set-off or otherwise dispose of any of the Trust Property
     or interests therein, including to Securityholders, except as expressly
     provided herein; (iii) take any action that would cause the Trust to fail
     or cease to qualify as a "grantor trust" for United States federal income
     tax purposes; (iv) incur any indebtedness for borrowed money or issue any
     other debt; or (v) take or consent to any action that would result in the
     placement of a Lien on any of the Trust Property. The Administrative
     Trustees shall defend all claims and demands of all Persons at any time
     claiming any Lien on any of the Trust Property adverse to the interest of
     the Trust or the Securityholders in their capacity as Securityholders.

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

                                      -14-

<PAGE>

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

          (ii) the negotiation of the terms of, and the execution and delivery
               of, the Placement Agreement providing for the sale of the Trust
               Preferred Securities; and

          (iii) the taking of any other actions necessary or desirable to carry
               out any of the foregoing activities.

          (d) Notwithstanding anything herein to the contrary, the
     Administrative Trustees are authorized and directed to conduct the affairs
     of the Trust and to operate the Trust so that the Trust shall not be deemed
     to be an "investment company" required to be registered under the
     Investment Company Act, shall be classified as a "grantor trust" and not as
     an association taxable as a corporation for United States federal income
     tax purposes and so that the Debentures shall be treated as indebtedness of
     the Depositor for United States federal income tax purposes. In this
     connection, subject to Section 10.2, the Depositor and the Administrative
     Trustees are authorized to take any action and the Administrative Trustees
     are authorized to direct the Property Trustee in writing to take any
     action, not inconsistent with applicable law or this Trust Agreement, that
     each of the Depositor and the Administrative Trustees determines in their
     discretion to be necessary or desirable for such purposes. The Property
     Trustee shall take any action so directed by one or more of the
     Administrative Trustees.

     Section 2.8 Assets of Trust.

     The assets of the Trust shall consist of the Trust Property.

     Section 2.9 Title to Trust Property.

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

                                   ARTICLE III

                                 PAYMENT ACCOUNT

     Section 3.1 Payment Account.

          (a) On the Closing Date, the Property Trustee shall establish the
     Payment Account. The Property Trustee and any agent of the Property Trustee
     shall have exclusive

                                      -15-

<PAGE>

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

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

                                   ARTICLE IV

                            DISTRIBUTIONS; REDEMPTION

     Section 4.1 Distributions.

          (a) Distributions on the Trust Securities shall be cumulative, and
     shall accumulate whether or not there are funds of the Trust available for
     the payment of Distributions. Distributions shall accumulate from June 27,
     2002, and, except during any Extended Interest Payment Period with respect
     to the Debentures, shall be payable quarterly in arrears on March 30, June
     30, September 30 and December 30 of each year, commencing on September 30,
     2002 (each such quarter, a "Distribution Period"). If any date on which a
     Distribution is otherwise payable on the Trust Securities is not a Business
     Day, then the payment of such Distribution shall be made on the next
     succeeding day that is a Business Day (and without any increase in the
     amount of interest or other payment in respect of any such delay) except
     that, if such Business Day is in the next succeeding calendar year, such
     payment shall be made on the immediately preceding Business Day (and
     without any reduction in the amount of interest or any other payment in
     respect of any such acceleration), in each case with the same force and
     effect as if made on such date (each date on which Distributions are
     payable in accordance with this Section 4.1(a), a "Distribution Date").

          (b) The Trust Securities represent undivided beneficial interests in
     the Trust Property, and the Distributions on the Trust Securities shall be
     payable at a floating rate ("Floating Distribution Rate") of
     [________________] per annum over the Three Month LIBOR Rate (as defined
     below) from time to time in effect on the Liquidation Amount of the Trust
     Securities. The Floating Distribution Rate for each Distribution Period
     will be set pursuant to Section 4.1(d) of this Article IV; provided, that
     the initial Floating Distribution Rate will be set on June 27, 2002. In no
     event shall the Floating Distribution Rate exceed 12% prior to June 30,
     2007.

          (c) The amount of Distributions payable for any full Distribution
     Period shall be computed on the basis of a 360-day year of twelve 30-day
     months. The amount of Distributions for any partial period shall be
     computed on the basis of the number of days elapsed in a 360-day year of
     twelve 30-day months. During any Extended Interest

                                      -16-

<PAGE>

     Payment Period with respect to the Debentures, Distributions on the Trust
     Preferred Securities shall be deferred for a period equal to the Extended
     Interest Payment Period. The amount of Distributions payable for any period
     shall include the Additional Amounts, if any.

          (d) The "Three-Month LIBOR Rate" shall mean the rate determined in
     accordance with the following provisions:

          (i)  On the second London business day preceding each Distribution
               Date (each such date, a "Distribution Reset Date"), Wells Fargo
               Bank, National Association (the "Calculation Agent"), will
               determine the Three-Month LIBOR Rate which shall be the rate for
               deposits in the London interbank market in U.S. dollars having a
               three-month maturity commencing on the second London business day
               immediately following such Distribution Reset Date which appears
               on the Telerate Page 3750 as of 11:00 a.m., London time, on such
               Distribution Reset Date. "Telerate Page 3750" means the display
               on Page 3750 of the Dow Jones Telerate Service (or such other
               page as may replace that page on that service for the purpose of
               displaying London interbank offered rates of major banks for U.S.
               dollar deposits). If the Three-Month LIBOR Rate on such
               Distribution Reset Date does not appear on the Telerate Page
               3750, such Three-Month LIBOR Rate will be determined as described
               in (ii) below. London business day means any day on which
               dealings in deposits in U.S. dollars are transacted in the London
               interbank market.

          (ii) With respect to a Distribution Reset Date for which the
               Three-Month LIBOR Rate does not appear on the Telerate Page 3750
               as specified in (i) above, the Calculation Agent will request the
               principal London offices of each of Barclays Bank PLC, Midland
               Bank PLC and National Westminster Bank PLC in the London
               interbank market, as selected in good faith by the Calculation
               Agent, to provide the Calculation Agent with its offered
               quotation for deposits in U.S. dollars having a three-month
               maturity commencing on the second London business day immediately
               following such Distribution Reset Date to prime banks in the
               London interbank market at approximately 11:00 a.m., London time,
               on such Distribution Reset Date and in a principal amount that is
               representative for a single transaction in such market at such
               time. If at least two such quotations are provided, the
               Three-Month LIBOR Rate on such Distribution Reset Date will be
               the arithmetic mean (rounded upwards, if necessary, to the
               nearest one hundred-thousandth of a percentage point, with five
               or more one-millionths of one percentage point rounded upwards)
               of such quotations. If fewer than two quotations are provided,
               the Three-Month LIBOR Rate determined on such Distribution Reset
               Date will be the arithmetic mean (rounded upwards, if necessary,
               to the nearest one hundred-thousandth of a percentage point, with
               five or more one-millionths of one percentage point rounded
               upwards) of the rates quoted at approximately 11:00 a.m., New
               York City time, on such Distribution

                                      -17-

<PAGE>

               Reset Date for loans in U.S. dollars to leading European banks,
               having a three-month maturity commencing on the second London
               business day immediately following such Distribution Reset Date
               and in a principal amount that is representative for a single
               transaction in such market at such time by J.P. Morgan Chase &
               Co, Citibank and Bank of New York in New York City; provided,
               however, if the banks so selected by the Calculation Agent are
               not quoting as aforesaid, the Three-Month LIBOR Rate with respect
               to such Distribution Reset Date will be the Three-Month LIBOR
               Rate in effect on such Distribution Reset Date.

          (e) Distributions on the Trust Securities shall be made by the
     Property Trustee solely from the Payment Account and shall be payable on
     each Distribution Date only to the extent that the Trust has funds on hand
     and immediately and legally available by 12:30 p.m. New York City time on
     each Distribution Date in the Payment Account for the payment of such
     Distributions.

          (f) Distributions on the Trust Securities with respect to a
     Distribution Date shall be payable to the Holders thereof as they appear on
     the Securities Register on the relevant record date, which shall be the
     15th day of the month in which the relevant Distribution Date occurs, which
     Distribution Dates correspond to the interest payment dates on the
     Debentures.

     Section 4.2 Redemption

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

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

          (i)  the Redemption Date;

          (ii) the Redemption Price;

          (iii) the CUSIP number, if any;

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

          (v)  that, on the Redemption Date, the Redemption Price shall become
               due and payable upon each such Trust Security to be redeemed and
               that

                                      -18-

<PAGE>

               Distributions thereon shall cease to accumulate on and after said
               date, except as provided in Section 4.2(d); and

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

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

          (d) If the Property Trustee gives a notice of redemption in respect of
     any Trust Preferred Securities, then, by 12:00 noon, New York City time, on
     the Redemption Date, subject to Section 4.2(c), the Property Trustee,
     subject to Section 4.2(c), shall deposit with the Paying Agent funds
     sufficient to pay the applicable Redemption Price and shall give the Paying
     Agent irrevocable instructions and authority to pay the Redemption Price to
     the Holders thereof upon surrender of their Trust Preferred Securities
     Certificates. Notwithstanding the foregoing, Distributions payable on or
     prior to the Redemption Date for any Trust Securities called for redemption
     shall be payable to the Holders of such Trust Securities as they appear on
     the Securities Register for the Trust Securities on the relevant record
     dates for the related Distribution Dates. If notice of redemption shall
     have been given and funds deposited as required, then upon the date of such
     deposit, (i) all rights of Securityholders holding Trust Securities so
     called for redemption shall cease with respect to such Trust Securities,
     except the right of such Securityholders to receive the Redemption Price,
     without interest, (ii) such Trust Securities shall cease to be Outstanding,
     and (iii) any Trust Securities Certificates will be deemed to represent
     Debentures having a principal amount equal to the stated Liquidation Amount
     of the Trust Securities represented thereby and bearing accrued and unpaid
     interest in an amount equal to the accumulated and unpaid Distributions on
     such Trust Securities until such certificates are presented to the
     Securities Registrar for transfer or reissuance. In the event that any date
     on which any Redemption Price is payable is not a Business Day, then
     payment of the Redemption Price payable on such date shall be made on the
     next succeeding day that is a Business Day (and without any interest or
     other payment in respect of any such delay) except that, if such Business
     Day is in the next succeeding calendar year, such payment shall be made on
     the immediately preceding Business Day (and without any reduction of
     interest or any other payment in respect of any such acceleration), in each
     case with the same force and effect as if made on such date. In the event
     that payment of the Redemption Price in respect of any Trust Securities
     called for redemption is improperly withheld or refused and not paid either
     by the Trust or by the Depositor pursuant to the Preferred Securities
     Guarantee, Distributions on such Trust Securities shall continue to
     accumulate, at the then applicable rate, from the Redemption Date
     originally established by the Trust for such Trust Securities to the date
     such Redemption Price is actually paid, in which case the actual payment
     date shall be the date fixed for redemption for purposes of calculating the
     Redemption Price.

                                      -19-

<PAGE>

          (e) Payment of the Redemption Price on the Trust Securities shall be
     made to the record holders thereof as they appear on the Securities
     Register for the Trust Securities on the relevant record date, which shall
     be the date 15 days prior to the relevant Redemption Date.

          (f) Subject to Section 4.3(a), if less than all the Outstanding Trust
     Securities are to be redeemed on a Redemption Date, then the aggregate
     Liquidation Amount of Trust Securities to be redeemed shall be allocated on
     a pro rata basis (based on Liquidation Amounts) among the Common Securities
     and the Trust Preferred Securities. The particular Trust Preferred
     Securities to be redeemed shall be selected not more than 60 days prior to
     the Redemption Date by the Property Trustee from the Outstanding Trust
     Preferred Securities not previously called for redemption, by such method
     (including, without limitation, by lot) as the Property Trustee shall deem
     fair and appropriate and which may provide for the selection for redemption
     of portions (equal to such Liquidation Amount or an integral multiple of
     such Liquidation Amount in excess thereof) of the Liquidation Amount of the
     Trust Preferred Securities of a denomination larger than such Liquidation
     Amount, provided, however, that in the event the redemption relates only to
     Trust Preferred Securities held by the Depositor being redeemed in exchange
     for a Like Amount of Debentures, the Property Trustee shall select the
     particular Trust Preferred Securities for redemption. The Property Trustee
     shall promptly notify the Securities Registrar in writing of the Trust
     Preferred Securities selected for redemption and, in the case of any Trust
     Preferred Securities selected for partial redemption, the Liquidation
     Amount thereof to be redeemed. For all purposes of this Trust Agreement,
     unless the context otherwise requires, all provisions relating to the
     redemption of Trust Preferred Securities shall relate, in the case of any
     Trust Preferred Securities redeemed or to be redeemed only in part, to the
     portion of the Liquidation Amount of Trust Preferred Securities which has
     been or is to be redeemed.

     Section 4.3 Subordination of Common Securities.

          (a) Payment of Distributions (including Additional Amounts, if
     applicable) on, and the Redemption Price of, the Trust Securities, as
     applicable, shall be made, subject to Section 4.2(f), pro rata among the
     Common Securities and the Trust Preferred Securities based on the
     Liquidation Amount of the Trust Securities; provided, however, that if on
     any Distribution Date or Redemption Date any Event of Default resulting
     from a Debenture Event of Default shall have occurred and be continuing, no
     payment of any Distribution (including Additional Amounts, if applicable)
     on, or Redemption Price of, any Common Security, and no other payment on
     account of the redemption, liquidation or other acquisition of Common
     Securities, shall be made unless payment in full in cash of all accumulated
     and unpaid Distributions (including Additional Amounts, if applicable) on
     all Outstanding Trust Preferred Securities for all Distribution Periods
     terminating on or prior thereto, or in the case of payment of the
     Redemption Price the full amount of such Redemption Price on all
     Outstanding Trust Preferred Securities then called for redemption, shall
     have been made or provided for, and all funds immediately and legally
     available to the Property Trustee shall first be applied to the payment in
     full in cash of all Distributions (including Additional Amounts, if
     applicable) on, or the Redemption Price of, Trust Preferred Securities then
     due and payable.

                                      -20-

<PAGE>

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

     Section 4.4 Payment Procedures.

     Payments of Distributions (including Additional Amounts, if applicable) in
respect of the Trust Preferred Securities shall be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the
Securities Register on the relevant record date. Payments in respect of the
Common Securities shall be made in such manner as shall be mutually agreed
between the Property Trustee and the Holder of the Common Securities.

     Section 4.5 Tax Returns and Reports.

     The Administrative Trustees shall prepare (or cause to be prepared), at the
Depositor's expense, and file all information returns and reports required to be
filed by or in respect of the Trust by applicable taxing authorities. In this
regard, the Administrative Trustees shall (a) prepare and file (or cause to be
prepared and filed) the appropriate forms required to be filed in respect of the
Trust in each taxable year of the Trust; and (b) prepare and furnish (or cause
to be prepared and furnished) to each Securityholder the appropriate forms
required to be furnished to such Securityholder or the information required to
be provided on such forms. The Administrative Trustees shall provide the
Depositor with a copy of all such returns and reports promptly after such filing
or furnishing. The Property Trustee shall comply with all applicable withholding
and backup withholding tax laws and information reporting requirements with
respect to any payments to Securityholders under the Trust Securities.

     Section 4.6 Payment of Taxes, Duties, etc. of the Trust.

     Upon receipt under the Debentures of Additional Sums (as defined in Section
1.1 of the Indenture), the Property Trustee, at the written direction of an
Administrative Trustee or the Depositor, shall promptly pay any taxes, duties or
governmental charges of whatsoever nature imposed on the Trust by the United
States or any other taxing authority.

     Section 4.7 Payments Under Indenture.

     Any amount payable hereunder to any record holder of Trust Preferred
Securities shall be reduced by the amount of any corresponding payment such
Holder has directly received under the Indenture pursuant to Section 5.13(b) or
(c) hereof.

                                      -21-

<PAGE>

                                    ARTICLE V

                          TRUST SECURITIES CERTIFICATES

     Section 5.1 Initial Ownership.

     Upon the creation of the Trust and the contribution by the Depositor
pursuant to Section 2.3 hereof and until the issuance of the Trust Securities,
and at any time during which no Trust Securities are Outstanding, the Depositor
shall be the sole beneficial owner of the Trust.

     Section 5.2 The Trust Securities Certificates.

     Subject to Sections 5.4(h) and (i), the Trust Preferred Securities
Certificates shall be issued in minimum denominations of the Liquidation Amount
and integral multiples of such Liquidation Amount in excess thereof, and the
Common Securities Certificates shall be issued in denominations of the
Liquidation Amount and integral multiples thereof. The Trust Securities
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of at least one Administrative Trustee. Trust Securities Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Trust Securities
Certificates or did not hold such offices at the date of delivery of such Trust
Securities Certificates. A transferee of a Trust Securities Certificate shall
become a Securityholder, and shall be entitled to the rights and subject to the
obligations of a Securityholder hereunder, upon due registration of such Trust
Securities Certificate in such transferee's name pursuant to Sections 5.4, 5.11
and 5.13 hereof.

     Section 5.3 Execution, Authentication and Delivery of Trust Securities
Certificates.

          (a) On the Closing Date, the Administrative Trustees shall cause Trust
     Securities Certificates, in an aggregate Liquidation Amount as provided in
     Sections 2.4 and 2.5 hereof, to be executed on behalf of the Trust by the
     manual or facsimile signature of at least one of the Administrative
     Trustees, cause the Common Securities Certificate to be delivered to the
     Depositor, and cause the Trust Preferred Securities Certificates to be
     delivered to the Property Trustee and upon receipt of such delivery the
     Property Trustee shall authenticate such Trust Preferred Securities
     Certificates and deliver such Trust Preferred Securities Certificates, upon
     written order of the Administrative Trustees on behalf of the Trust, as set
     forth below, in authorized denominations.

          (b) A Trust Preferred Securities Certificate shall not be valid until
     authenticated by the manual signature of an authorized signatory of the
     Property Trustee. The signature shall be conclusive evidence that the Trust
     Preferred Securities Certificate has been authenticated under this Trust
     Agreement. Each Trust Preferred Security Certificate shall be effective the
     date of its authentication.

                                      -22-

<PAGE>

     Upon the written order of the Trust signed by one of the Administrative
Trustees, the Property Trustee shall authenticate and make available for
delivery the Trust Preferred Securities Certificates.

     The Property Trustee may appoint an Authenticating Agent acceptable to the
Trust to authenticate the Trust Preferred Securities Certificates. An
Authenticating Agent may authenticate the Trust Preferred Securities
Certificates whenever the Property Trustee may do so. Each reference in this
Trust Agreement to authentication by the Property Trustee includes
authentication by such agent. An Authenticating Agent has the same rights as the
Property Trustee to deal with the Company or the Trust.

     Section 5.4 Registration of Transfer and Exchange of Trust Preferred
Securities Certificates.

          (a) The Depositor shall keep or cause to be kept, at the office or
     agency maintained pursuant to Section 5.8 hereof, a register or registers
     for the purpose of registering Trust Securities Certificates and transfers
     and exchanges of Trust Securities Certificates (herein referred to as the
     "Securities Register") in which the registrar designated by the Depositor
     (the "Securities Registrar"), subject to such reasonable regulations as it
     may prescribe, shall provide for the registration of Trust Preferred
     Securities Certificates and Common Securities Certificates (subject to
     Section 5.10 hereof in the case of the Common Securities Certificates) and
     registration of transfers and exchanges of Trust Preferred Securities
     Certificates as herein provided. The Securities Registrar shall not be
     required to register the transfer of any Trust Preferred Securities that
     have been called for redemption. The Property Trustee shall be the initial
     Securities Registrar.

          (b) Upon surrender for registration of transfer of any Trust Preferred
     Securities Certificate at the office or agency maintained pursuant to
     Section 5.8 hereof, the Administrative Trustees or any one of them shall,
     if the requirements for such transfer, as set forth herein and on the Trust
     Preferred Securities Certificate, are met, execute by manual or facsimile
     signature and deliver and the Property Trustee shall, upon written order of
     one of the Administrative Trustees on behalf of the Trust, authenticate and
     make available for delivery, in the name of the designated transferee or
     transferees, one or more new Trust Preferred Securities Certificates in
     authorized denominations of a like aggregate Liquidation Amount effective
     the date of execution by such Administrative Trustee or Trustees. At the
     option of a Holder, Trust Preferred Securities Certificates may be
     exchanged for other Trust Preferred Securities Certificates in authorized
     denominations of the same class and of a like aggregate Liquidation Amount
     upon surrender of the Trust Preferred Securities Certificates to be
     exchanged at the office or agency maintained pursuant to Section 5.8. The
     procedures for exchanges shall be the same for transfers as set forth in
     this Subsection 5.4(b).

          (c) The Trust Preferred Securities Certificates shall bear certain
     legends identifying certain restrictions regarding the transfer of the
     Trust Preferred Securities represented thereby, the first of which is
     referred to herein as the "Restricted Securities Legend." The legends shall
     not be removed; provided, however, that the Restricted

                                      -23-

<PAGE>

     Securities Legend may be removed if the Administrative Trustees receive
     such satisfactory evidence, which may include an Opinion of Counsel, as may
     be reasonably required by the Administrative Trustees, that neither the
     Restricted Securities Legend nor the restrictions on transfer set forth
     therein are required to ensure that transfers thereof comply with the
     provisions of the Securities Act. Upon provision of such satisfactory
     evidence, the Property Trustee, at the written direction of the
     Administrative Trustees, shall authenticate and deliver Trust Preferred
     Securities Certificates that do not bear the Restricted Securities Legend.

          (d) Except as permitted by Section 5.4(c), each Trust Preferred
     Security Certificate shall bear the legends in substantially the following
     form and a Trust Preferred Security Certificate shall not be transferred
     except in compliance with such legends, unless otherwise determined by the
     Administrative Trustees, upon the advice of counsel, in accordance with
     applicable law:

     THIS TRUST PREFERRED 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 LAWS. NEITHER THIS TRUST PREFERRED
     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 THE TRANSACTION IS EXEMPT FROM, OR
     NOT SUBJECT TO, SUCH REGISTRATION. PRIOR TO (i) THE DATE WHICH IS TWO YEARS
     (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
     SECURITIES ACT) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
     LAST DATE ON WHICH THE TRUST OR ANY AFFILIATE OF THE TRUST WAS THE OWNER OF
     THIS TRUST PREFERRED SECURITY (OR ANY PREDECESSOR OF THIS TRUST PREFERRED
     SECURITY) OR (ii) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
     LAWS (THE "RESALE RESTRICTION TERMINATION DATE") THE HOLDER OF THIS TRUST
     PREFERRED SECURITY BY ITS ACCEPTANCE HEREOF AGREES FOR THE BENEFIT OF THE
     TRUST TO OFFER, SELL OR OTHERWISE TRANSFER THIS TRUST PREFERRED SECURITY
     ONLY (A) TO THE TRUST OR AN AFFILIATE OF THE TRUST, (B) PURSUANT TO A
     REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
     SECURITIES ACT, (C) FOR SO LONG AS THIS TRUST PREFERRED SECURITY IS
     ELIGIBLE FOR RESALE PURSUANT TO RULE 144A ("RULE 144A") PROMULGATED UNDER
     THE SECURITIES ACT, TO A PERSON THE HOLDER REASONABLY BELIEVES IS A
     "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR
     ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN
     COMPLIANCE WITH RULE 144A, (D) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
     WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
     UNDER THE SECURITIES ACT THAT IS ACQUIRING

                                      -24-

<PAGE>

     THIS TRUST PREFERRED 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 (E) PURSUANT TO ANOTHER
     AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
     ACT, SUBJECT TO THE TRUST'S AND THE ADMINISTRATIVE TRUSTEES' RIGHTS PRIOR
     TO ANY SUCH OFFER, SALE, TRANSFER OR OTHER DISPOSITION (i) PURSUANT TO
     CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY BY THE HOLDER OF AN OPINION OF
     COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO THE TRUST
     AND THE ADMINISTRATIVE TRUSTEES TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
     PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (ii) IN EACH OF THE
     FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM
     APPEARING ON THE OTHER SIDE OF THIS CERTIFICATE IS COMPLETED AND DELIVERED
     BY THE TRANSFEROR TO THE PROPERTY TRUSTEE AND THE SECURITIES REGISTRAR IN
     CONNECTION WITH ANY TRANSFER OF THIS SECURITY PRIOR TO THE RESALE
     RESTRICTION TERMINATION DATE. THE HOLDER MUST CHECK THE APPROPRIATE BOX SET
     FORTH ON THE CERTIFICATE OF TRANSFER RELATING TO THE MANNER OF SUCH
     TRANSFER AND SUBMIT THE CERTIFICATE OF TRANSFER TO THE PROPERTY TRUSTEE AND
     THE SECURITIES REGISTRAR. THIS LEGEND WILL BE REMOVED UPON REQUEST OF THE
     HOLDER AFTER THE EARLIER OF (i) THE TRANSFER OF THE TRUST PREFERRED
     SECURITY EVIDENCED HEREBY PURSUANT TO CLAUSE (B) ABOVE OR (ii) THE RESALE
     RESTRICTION TERMINATION DATE. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER
     IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS TRUST PREFERRED SECURITY OF
     THE RESALE RESTRICTIONS REFERRED TO HEREIN.

     PRIOR TO THE RESALE RESTRICTION TERMINATION DATE, THIS TRUST PREFERRED
     SECURITY MAY BE TRANSFERRED OR EXCHANGED ONLY IN A MINIMUM AGGREGATE
     LIQUIDATION AMOUNT OF NOT LESS THAN $100,000. ANY ATTEMPTED TRANSFER OF
     THIS TRUST PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS
     THAN $100,000 PRIOR TO THE RESALE RESTRICTION TERMINATION DATE SHALL BE
     DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. AFTER SUCH RESALE
     RESTRICTION TERMINATION DATE, ANY ATTEMPTED TRANSFER OF THIS TRUST
     PREFERRED SECURITY IN AN AGGREGATE LIQUIDATION AMOUNT OF LESS THAN $100,000
     SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER. ANY SUCH
     PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE

                                      -25-

<PAGE>

     HOLDER OF THIS TRUST PREFERRED SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT
     LIMITED TO, THE RIGHT TO RECEIVE DISTRIBUTIONS ON THIS TRUST PREFERRED
     SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST
     WHATSOEVER IN THIS TRUST PREFERRED SECURITY.

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

          (e) Every Trust Preferred Securities Certificate presented or
     surrendered for registration of transfer or exchange shall be duly endorsed
     or accompanied by a written instrument of transfer in form satisfactory to
     the Property Trustee and the Securities Registrar duly executed by the
     Holder or his attorney duly authorized in writing, and, in the case of
     Trust Preferred Securities Certificates bearing the Restricted Securities
     Legends, accompanied by certification(s) in a form substantially similar to
     the Letters of Representations attached as Exhibit E and Exhibit F, as
     applicable, and evidence reasonably satisfactory to the Property Trustee or
     the Securities Registrar as to the compliance with the restrictions set
     forth in the Restricted Securities Legend. When Trust Preferred Securities
     Certificates are presented to the Securities Registrar to register the
     transfer of such certificates or to exchange such certificates which become
     mutilated, destroyed, defaced, stolen or lost, for an equal number of Trust
     Preferred Securities Certificates, the Securities Registrar shall register
     the transfer or make the exchange as requested if its reasonable
     requirements for such transactions are met. Each Trust Preferred Securities
     Certificate surrendered for registration of transfer or exchange shall be
     canceled and subsequently disposed of by the Property Trustee in accordance
     with its customary practice.

          The Trust shall not be required to (i) issue, register the transfer
     of, or exchange any Trust Preferred Securities during a period beginning at
     the opening of business 15 calendar days before the date of mailing of a
     notice of redemption of any Trust Preferred Securities called for
     redemption and ending at the close of business on the day of such mailing;
     or (ii) register the transfer of or exchange any Trust Preferred Securities
     so selected for redemption, in whole or in part, except the unredeemed
     portion of any such Trust Preferred Securities being redeemed in part.

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

          (g) Trust Preferred Securities may only be transferred, in whole or in
     part, in accordance with the terms and conditions set forth in this Trust
     Agreement. Any transfer or purported transfer of any Trust Preferred
     Security not made in accordance with this

                                      -26-

<PAGE>

     Trust Agreement shall be null and void. A Trust Preferred Security may be
     transferred, in whole or in part, to a Person who takes delivery in the
     form of another Trust Preferred Security as provided in this Section 5.4.

          (h) Prior to the Resale Restriction Termination Date, Trust Preferred
     Securities may only be transferred in a minimum aggregate Liquidation
     Amount of $100,000. Any attempted transfer of Trust Preferred Securities
     having an aggregate Liquidation Amount of less than $100,000 shall be
     deemed to be void and of no legal effect whatsoever. Any such purported
     transferee shall be deemed not to be a Holder of such Trust Preferred
     Securities for any purpose, including, but not limited to, the receipt of
     Distributions on such Trust Preferred Securities, and such purported
     transferee shall be deemed to have no interest whatsoever in such Trust
     Preferred Securities.

          (i) Subsequent to the Resale Restriction Termination Date, Trust
     Preferred Securities may only be transferred in a minimum aggregate
     Liquidation Amount of $100,000. Any attempted transfer of Trust Preferred
     Securities subsequent to the Resale Restriction Termination Date having an
     aggregate Liquidation Amount of less than $100,000 shall be deemed to be
     void and of no legal effect whatsoever. Any such purported transferee shall
     be deemed not to be a Holder of such Trust Preferred Securities for any
     purpose, including, but not limited to, the receipt of Distributions on
     such Trust Preferred Securities, and such purported transferee shall be
     deemed to have no interest whatsoever in such Trust Preferred Securities.

     Section 5.5 Mutilated, Destroyed, Lost or Stolen Trust Securities
Certificates.

     If (a) any mutilated Trust Securities Certificate shall be surrendered to
the Trust or in the case of the Trust Preferred Securities to the Property
Trustee or the Securities Registrar, or if the Trust or, in the case of the
Trust Preferred Securities the Property Trustee or the Securities Registrar,
shall receive evidence to its satisfaction of the destruction, loss or theft of
any Trust Securities Certificate; and (b) there shall be delivered to the
Administrative Trustees or in the case of the Trust Preferred Securities to the
Property Trustee such security or indemnity as may be required by them to save
each of them harmless, then in the absence of notice that such Trust Securities
Certificate shall have been acquired by a bona fide purchaser, the
Administrative Trustees, or any one of them, on behalf of the Trust shall
execute and make available for delivery, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Trust Securities Certificate, a new Trust
Securities Certificate of like class, tenor and denomination. In connection with
the issuance of any new Trust Securities Certificate under this Section 5.5, the
Administrative Trustees or the Securities Registrar 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 Trust Securities Certificate issued
pursuant to this Section 5.5 shall constitute conclusive evidence of an
undivided beneficial interest in the assets of the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Securities
Certificate shall be found at any time.

                                      -27-

<PAGE>

     Section 5.6 Person Deemed Securityholders.

     The Trustees, the Paying Agent and the Securities Registrar shall treat the
Person in whose name any Trust Securities Certificate shall be registered in the
Securities Register as the owner of such Trust Securities Certificate for the
purpose of receiving Distributions and for all other purposes whatsoever, and
none of the Trustees, the Paying Agent or the Securities Registrar shall be
bound by any notice to the contrary.

     Section 5.7 Access to List of Securityholders' Names and Addresses.

     At any time when the Property Trustee is not also acting as the Securities
Registrar, the Administrative Trustees or the Depositor shall furnish or cause
to be furnished to the Property Trustee (a) within five Business Days of each
record date, a list, in such form as the Property Trustee may reasonably
require, of the names and addresses of the Securityholders as of the most recent
record date; and (b) promptly after receipt by any Administrative Trustee or the
Depositor of a request therefor from the Property Trustee in order to enable the
Property Trustee to discharge its obligations under this Trust Agreement, in
each case to the extent such information is in the possession or control of the
Administrative Trustees or the Depositor and is not identical to a previously
supplied list or has not otherwise been received by the Property Trustee in its
capacity as Securities Registrar. The rights of the Securityholders to
communicate with other Securityholders with respect to their rights under this
Trust Agreement or under the Trust Securities, and the corresponding rights of
the Property Trustee shall be as provided in the Trust Indenture Act. Each
Holder, by receiving and holding a Trust Securities Certificate shall be deemed
to have agreed not to hold the Depositor, the Property Trustee or the
Administrative Trustees accountable by reason of the disclosure of its name and
address, regardless of the source from which such information was derived.

     Section 5.8 Maintenance of Office or Agency.

     The Trust shall maintain, or cause to be maintained, in location(s)
designated by the Administrative Trustees, an office or offices or agency or
agencies where Trust Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustees in respect of the Trust Securities Certificates may be served. The
Administrative Trustees initially designate the Corporate Trust Office of the
Property Trustee, as the principal corporate trust office for such purposes. The
Administrative Trustees shall give prompt written notice to the Depositor, to
the Property Trustee and to the Securityholders of any change in the location of
the Securities Register or any such office or agency.

     Section 5.9 Appointment of Paying Agent.

     The Paying Agent shall make Distributions to Securityholders from the
Payment Account and shall report the amounts of such Distributions to the
Property Trustee and the Administrative Trustees. Any Paying Agent shall have
the revocable power to withdraw funds from the Payment Account for the purpose
of making the Distributions referred to above. The Administrative Trustees may
revoke such power and remove the Paying Agent if such Administrative Trustees
determine in their sole discretion that it would be in the best interests of the
Trust or that the

                                      -28-

<PAGE>

Paying Agent shall have failed to perform its obligations under this Trust
Agreement in any material respect. The Paying Agent shall initially be the
Property Trustee, and any co-paying agent chosen by the Property Trustee, and
acceptable to the Administrative Trustees and the Depositor. Any Person acting
as Paying Agent shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Administrative Trustees, the Property Trustee and the
Depositor. In the event that the Property Trustee shall no longer be the Paying
Agent or a successor Paying Agent shall resign or its authority to act be
revoked, the Administrative Trustees shall appoint a successor that is
acceptable to the Property Trustee and the Depositor to act as Paying Agent. The
Administrative Trustees shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Administrative Trustees to execute and
deliver to the Trustees an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent or additional Paying Agent shall hold all sums, if any,
held by it for payment to the Securityholders in trust for the benefit of the
Securityholders entitled thereto until such sums shall be paid to such
Securityholders. The Paying Agent shall return all unclaimed funds to the
Property Trustee and, upon removal of a Paying Agent, such Paying Agent shall
also return all funds in its possession to the Property Trustee. The provisions
of Sections 8.2, 8.4 and 8.7 hereof shall apply to the Property Trustee also in
its role as Paying Agent, for so long as the Property Trustee shall act as
Paying Agent and, to the extent applicable, to any other Paying Agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

     Section 5.10 Ownership of Common Securities by Depositor.

     On the Closing Date, the Depositor shall acquire and retain beneficial and
record ownership of all of the Common Securities then issued by the Trust, in an
amount equal to at least 3% of the total capital of the Trust. To the fullest
extent permitted by law, any attempted transfer of the Common Securities (other
than a transfer in connection with a merger or consolidation of the Depositor
into another corporation pursuant to Section 12.1 of the Indenture) shall be
void. The Administrative Trustees shall cause each Common Securities Certificate
issued to the Depositor to contain a legend stating "TO THE EXTENT PERMITTED BY
APPLICABLE LAW THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN COMPLIANCE WITH
SECTION 5.10 OF THE TRUST AGREEMENT."

     Section 5.11 Trust Securities Certificates.

          (a) Trust Preferred Securities Certificates representing a specified
     number of Trust Preferred Securities shall be issued to the Persons
     entitled thereto in the form of Definitive Trust Preferred Securities
     Certificates.

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

          (c) Nothing in this Section 5.11 withstanding, if at any time
     subsequent to the date of issuance of the Definitive Trust Preferred
     Securities Certificates, a majority (based upon Liquidation Amounts) of the
     Trust Securities then Outstanding request

                                      -29-

<PAGE>

     registration of such Definitive Trust Preferred Securities Certificates
     with the Depository Trust Company ("DTC"), then all Holders shall submit
     the Definitive Trust Preferred Securities Certificates to the
     Administrative Trustees and the Administrative Trustees shall collect and
     otherwise do all things reasonably required to so register such Trust
     Preferred Securities with the DTC as book-entry only non-certificated Trust
     Preferred Securities ("Registration"). Upon Registration, whether or not
     the Definitive Trust Preferred Securities Certificates have been submitted
     to the Administrative Trustees pursuant to this Section 5.11(c), all
     Definitive Trust Preferred Securities Certificates shall be deemed
     cancelled and all Trust Securities then Outstanding shall be issued as
     book-entry only non-certificated Trust Preferred Securities. In the event
     the Trust Preferred Securities are to become book-entry in accordance with
     this Section 5.11(c), the Depositor and the Administrative Trustees shall
     be authorized to amend this Agreement, as provided in Section 10.2(b), with
     the consent of the Securities Registrar, such consent not to be
     unreasonably withheld, so as to permit the issuance of a global Trust
     Preferred Certificate that (i) shall represent, and shall be denominated in
     an amount equal to the aggregate principal amount of the outstanding Trust
     Preferred Securities, (ii) shall be registered in the name of DTC or its
     nominee, (iii) shall be executed and authenticated in accordance with such
     amendment and delivered by the Administrative Trustees to DTC or pursuant
     to its instruction, and (iv) shall bear a legend substantially as set forth
     in such amendment. Such amendment shall contain such other provisions as
     are customary for declarations of trust containing securities that may be
     issued in book-entry form.

     Section 5.12 [Reserved.]

     Section 5.13 Rights of Securityholders.

          (a) The legal title to the Trust Property is vested exclusively in the
     Property Trustee (in its capacity as such) in accordance with Section 2.9
     hereof, and the Securityholders shall not have any right or title therein
     other than the undivided beneficial interest in the assets of the Trust
     conferred by their Trust Securities and they shall have no right to call
     for any partition or division of property, profits or rights of the Trust
     except as described below. The Trust Securities shall be personal property
     giving only the rights specifically set forth therein and in this Trust
     Agreement. The Trust Securities shall have no preemptive or similar rights.
     When issued and delivered to Holders of the Trust Preferred Securities
     against payment of the purchase price therefor, the Trust Preferred
     Securities shall be fully paid and nonassessable preferred undivided
     beneficial interests in the assets of the Trust. The Holders of the Trust
     Preferred Securities, in their capacities as such, shall be entitled to the
     same limitation of personal liability extended to stockholders of private
     corporations for profit organized under the General Corporation Law of the
     State of Delaware.

          (b) For so long as any Trust Preferred Securities remain Outstanding,
     if, upon a Debenture Event of Default, the Debenture Trustee fails or the
     holders of not less than 25% in principal amount of the outstanding
     Debentures fail to declare the principal of all of the Debentures to be
     immediately due and payable, the Holders of at least 25% in Liquidation
     Amount of the Trust Preferred Securities then Outstanding shall have such
     right by a notice in writing to the Depositor and the Debenture Trustee;
     and upon any

                                      -30-

<PAGE>

     such declaration such principal amount of and the accrued interest on all
     of the Debentures shall become immediately due and payable, provided that
     the payment of principal and interest on such Debentures shall remain
     subordinated to the extent provided in the Indenture.

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

                                   ARTICLE VI

                    ACTS OF SECURITYHOLDERS; MEETINGS; VOTING

     Section 6.1 Limitations on Voting Rights.

          (a) Except as otherwise provided in this Section 6.1, in Sections
     5.13, 8.11 and 10.2 hereof and in the Indenture and as otherwise required
     by law, no Holder of Trust Preferred Securities shall have any right to
     vote or in any manner otherwise control the administration, operation and
     management of the Trust or the obligations of the parties hereto, nor shall
     anything herein set forth, or contained in the terms of the Trust
     Securities Certificates, be construed so as to constitute the
     Securityholders from time to time as partners or members of an association.

          (b) So long as any Debentures are held by the Property Trustee on
     behalf of the Trust, the Trustees shall not (i) direct the time, method and
     place of conducting any proceeding for any remedy available to the
     Debenture Trustee, or executing any trust or power conferred on the
     Debenture Trustee with respect to such Debentures; (ii) waive any past
     default which is waivable under Article VII of 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 to any
     amendment, modification or termination of the Indenture or the Debentures,
     where such consent shall be required, without, in each case, obtaining the
     prior approval of the Holders of at least a Majority in Liquidation Amount
     of all Outstanding Trust Preferred Securities; provided, however, that
     where a consent under the Indenture would require the consent of each
     holder of outstanding Debentures affected thereby, no such consent shall be
     given by the Property Trustee without the prior written consent of each
     Holder of Outstanding Trust Preferred Securities. The Trustees shall not
     revoke any action previously authorized or approved by a vote of the
     Holders of the Outstanding Trust Preferred Securities, except by a
     subsequent vote of the Holders of the Outstanding Trust Preferred
     Securities. The Property Trustee shall notify each Holder of the
     Outstanding Trust Preferred Securities of any notice of default received
     from the Debenture Trustee with respect to the Debentures. In addition to
     obtaining the foregoing

                                      -31-

<PAGE>

     approvals of the Holders of the Trust Preferred Securities, prior to taking
     any of the foregoing actions, the Trustees shall, at the expense of the
     Depositor, obtain an Opinion of Counsel experienced in such matters to the
     effect that the Trust shall continue to be classified as a grantor trust
     and not as an association taxable as a corporation for United States
     federal income tax purposes on account of such action.

          (c) If any proposed amendment to the Trust Agreement provides for, or
     the Trustees otherwise propose to effect, (i) any action that would
     adversely affect in any material respect the powers, preferences or special
     rights of the Holders of the Trust Preferred Securities, whether by way of
     amendment to the Trust Agreement or otherwise; or (ii) the dissolution,
     winding-up or termination of the Trust, other than pursuant to the terms of
     this Trust Agreement, then the Holders of Outstanding Trust Preferred
     Securities as a class shall be entitled to vote on such amendment or
     proposal and such amendment or proposal shall not be effective except with
     the approval of the Holders of at least a Majority in Liquidation Amount of
     the Outstanding Trust Preferred Securities. No amendment to this Trust
     Agreement may be made if, as a result of such amendment, the Trust would
     cease to be classified as a grantor trust or would be classified as an
     association taxable as a corporation for United States federal income tax
     purposes.

     Section 6.2 Notice of Meetings.

     Notice of all meetings of the Holder/Holders of the Trust Preferred
Securities, stating the time, place and purpose of the meeting, shall be given
by the Administrative Trustees pursuant to Section 10.8 hereof to each Holder of
the Trust Preferred Securities of record, at his registered address, at least 15
days and not more than 90 days before the meeting. At any such meeting, any
business properly before the meeting may be so considered whether or not stated
in the notice of the meeting. Any adjourned meeting may be held as adjourned
without further notice.

     Section 6.3 Meetings of Holder/Holders of the Trust Preferred Securities.

          (a) No annual meeting of Securityholders is required to be held. The
     Administrative Trustees, however, shall call a meeting of Securityholders
     to vote on any matter in respect of which Holder/Holders of the Trust
     Preferred Securities are entitled to vote upon the written request of the
     Holders of the Trust Preferred Securities of 25% of the Outstanding Trust
     Preferred Securities (based upon their aggregate Liquidation Amount) and
     the Administrative Trustees or the Property Trustee may, at any time in
     their discretion, call a meeting of Holders of the Trust Preferred
     Securities to vote on any matters as to which the Holders of the Trust
     Preferred Securities are entitled to vote.

          (b) Holders of record of 50% of the Outstanding Trust Preferred
     Securities (based upon their aggregate Liquidation Amount), present in
     person or by proxy, shall constitute a quorum at any meeting of
     Securityholders.

          (c) If a quorum is present at a meeting, an affirmative vote by the
     Holders of the Trust Preferred Securities of record present, in person or
     by proxy, holding not less than a majority of the Trust Preferred
     Securities (based upon their aggregate Liquidation Amount) held by the
     Holders of the Trust Preferred Securities of record present, either in

                                      -32-

<PAGE>

     person or by proxy, at such meeting shall constitute the action of the
     Securityholders, unless this Trust Agreement requires a greater number of
     affirmative votes.

     Section 6.4 Voting Rights.

     Securityholders shall be entitled to one vote for each $1,000 of
Liquidation Amount represented by their Trust Securities (with any fractional
multiple thereof rounded up or down as the case may be to the closest integral
multiple) in respect of any matter as to which such Securityholders are entitled
to vote.

     Section 6.5 Proxies, etc.

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

     Section 6.6 Securityholder Action by Written Consent.

     Any action which may be taken by Securityholders at a meeting may be taken
without a meeting if Securityholders holding not less than a majority of all
Outstanding Trust Securities (based upon their aggregate Liquidation Amount)
entitled to vote in respect of such action, or such larger proportion thereof
(based upon their aggregate Liquidation Amount) as shall be required by any
express provision of this Trust Agreement, shall consent to the action in
writing.

     Section 6.7 Record Date for Voting and Other Purposes.

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

     Section 6.8 Acts of Securityholders.

          (a) Any request, demand, authorization, direction, notice, consent,
     waiver or other action provided or permitted by this Trust Agreement to be
     given, made or taken by Securityholders may be embodied in and evidenced by
     one or more instruments of

                                      -33-

<PAGE>

     substantially similar tenor signed by such Securityholders in person or by
     an agent duly appointed in writing; and, except as otherwise expressly
     provided herein, such action shall become effective when such instrument or
     instruments are delivered to an Administrative Trustee. Such instrument or
     instruments (and the action embodied therein and evidenced thereby) are
     herein sometimes referred to as the "Act" of the Securityholders signing
     such instrument or instruments. Proof of execution of any such instrument
     or of a writing appointing any such agent shall be sufficient for any
     purpose of this Trust Agreement and conclusive in favor of the Trustees, if
     made in the manner provided in this Section 6.8.

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

          (c) The ownership of Trust Preferred Securities shall be proved by the
     Securities Register.

          (d) Any request, demand, authorization, direction, notice, consent,
     waiver or other Act of the Securityholder of any Trust Security shall bind
     every future Securityholder of the same Trust Security and the
     Securityholder of every Trust Security issued upon the registration of
     transfer thereof or in exchange therefor or in lieu thereof in respect of
     anything done, omitted or suffered to be done by the Trustees or the Trust
     in reliance thereon, whether or not notation of such action is made upon
     such Trust Security.

          (e) Without limiting the foregoing, a Securityholder entitled
     hereunder to take any action hereunder with regard to any particular Trust
     Security may do so with regard to all or any part of the Liquidation Amount
     of such Trust Security or by one or more duly appointed agents each of
     which may do so pursuant to such appointment with regard to all or any part
     of such Liquidation Amount.

          (f) A Securityholder may institute a legal proceeding directly against
     the Depositor under the Guarantee to enforce its rights under the Preferred
     Securities Guarantee without first instituting a legal proceeding against
     the Guarantee Trustee (as defined in the Preferred Securities Guarantee),
     the Trust or any Person.

     Section 6.9 Inspection of Records.

     Upon reasonable notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection at the principal
executive office of the Trust (as indicated in Section 2.2 hereof) by Holders of
the Trust Securities during normal business hours for any purpose reasonably
related to such Securityholder's interest as a Securityholder.

                                      -34-

<PAGE>

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

     Section 7.1 Representations and Warranties of the Bank and the Property
Trustee.

     The Bank and the Property Trustee, each severally on behalf of and as to
itself, as of the date hereof, and each successor Property Trustee at the time
of the successor Property Trustee's acceptance of its appointment as Property
Trustee hereunder (in the case of a successor Property Trustee, the term "Bank"
as used herein shall be deemed to refer to such successor Property Trustee in
its separate capacity), hereby represents and warrants (as applicable) for the
benefit of the Depositor and the Securityholders that:

          (a) the Bank is a national banking association with its principal
     place of business in the State of Delaware and is duly organized and
     validly existing under the laws of the United States of America or, with
     respect to a successor Property Trustee, either a national banking
     association or a state chartered bank and trust company;

          (b) the Bank and Property Trustee have full power, authority and legal
     right to execute, deliver and perform their obligations under this Trust
     Agreement and have taken all necessary action to authorize the execution,
     delivery and performance by it of this Trust Agreement;

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

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

          (e) neither the authorization, execution or delivery by the Property
     Trustee of this Trust Agreement nor the consummation of any of the
     transactions by the Property

                                      -35-

<PAGE>

     Trustee contemplated herein or therein requires the consent or approval of,
     the giving of notice to, the registration with or the taking of any other
     action with respect to any governmental authority or agency under any
     existing federal law governing the banking or trust powers of the Bank or
     the Property Trustee, as the case may be, under the laws of the United
     States or the State of Delaware, other than the filing of a Certificate of
     Trust with the Secretary of State of the State of Delaware;

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

          (g) the Property Trustee is a Person eligible pursuant to the Trust
     Indenture Act to act as such and has a combined capital and surplus of at
     least $50,000,000.

     Section 7.2 Representations and Warranties of the Delaware Bank and the
Resident Trustee.

     The Delaware Bank and the Resident Trustee, each severally on behalf of and
as to itself, as of the date hereof, and each successor Resident Trustee at the
time of the successor Resident Trustee's acceptance of appointment as Resident
Trustee hereunder (the term "Delaware Bank" being used to refer to such
successor Resident Trustee in its separate corporate capacity), hereby
represents and warrants (as applicable) for the benefit of the Depositor and the
Securityholders that:

          (a) the Delaware Bank is either a national banking association or
     Delaware banking corporation duly organized, validly existing and in good
     standing under applicable laws of the United States of America and the
     State of Delaware;

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

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

          (d) the execution, delivery and performance by the Resident Trustee of
     this Trust Agreement has been duly authorized by all necessary corporate or
     other action on the part of the Resident Trustee and does not require any
     approval of stockholders of the Delaware Bank and such execution, delivery
     and performance shall not (i) violate the Delaware Bank's charter or
     by-laws; (ii) violate any provision of, or constitute, with or

                                      -36-

<PAGE>

     without notice or lapse of time, a default under, or result in the creation
     or imposition of, any Lien on any properties included in the Trust Property
     pursuant to the provisions of, any indenture, mortgage, credit agreement,
     license or other agreement or instrument to which the Delaware Bank or the
     Resident Trustee is a party or by which it is bound; or (iii) violate any
     law, governmental rule or regulation of the United States or the State of
     Delaware, as the case may be, governing the banking or trust powers of the
     Delaware Bank or the Resident Trustee (as appropriate in context) or any
     order, judgment or decree applicable to the Delaware Bank or the Resident
     Trustee;

          (e) neither the authorization, execution or delivery by the Resident
     Trustee of this Trust Agreement nor the consummation of any of the
     transactions by the Resident Trustee contemplated herein or therein
     requires the consent or approval of, the giving of notice to, the
     registration with or the taking of any other action with respect to any
     governmental authority or agency under any existing federal law governing
     the banking or trust powers of the Delaware Bank or the Resident Trustee,
     as the case may be, under the laws of the United States or the State of
     Delaware, other than the filing of the Certificate of Trust with the
     Secretary of State of the State of Delaware; and

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

     Section 7.3 Representations and Warranties of Depositor.

     The Depositor hereby represents and warrants for the benefit of the
Securityholders that:

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

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

                                      -37-

<PAGE>

                                  ARTICLE VIII

                                    TRUSTEES

     Section 8.1 Number of Trustees.

     The number of Trustees initially shall be Three (3), and:

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

          (b) after the issuance of any Trust Securities, the number of Trustees
     may be increased or decreased by vote of the Holders of a Majority in
     Liquidation Amount of the Common Securities voting as a class at a meeting
     of the Holders of the Common Securities or pursuant to written consent;

provided, however, that, the number of Trustees shall in no event be less than
Four (4); provided further that (1) one Resident Trustee, which, in the case of
a natural person, shall be a person who is a resident of the State of Delaware
or that, if not a natural person, is an entity which has its principal place of
business in the State of Delaware; (2) there shall be at least one Trustee who
is an officer of the Company and who shall serve as an Administrative Trustee;
and (3) one Trustee shall be the Property Trustee, and such Property Trustee may
also serve as Resident Trustee if it meets the applicable requirements.

          (c) If a Trustee ceases to hold office for any reason and the number
     of Administrative Trustees is not reduced pursuant to Section 8.1(a) or
     (b), or if the number of Trustees is increased pursuant to Section 8.1(a)
     or (b), a vacancy shall occur. The vacancy shall be filled with a Trustee
     appointed in accordance with Section 8.11 hereof.

          (d) The death, resignation, retirement, removal, bankruptcy,
     incompetence or incapacity to perform the duties of a Trustee shall not
     operate to terminate, dissolve or annul the Trust. Whenever a vacancy in
     the number of Administrative Trustees shall occur, until such vacancy is
     filled by the appointment of an Administrative Trustee in accordance with
     Section 8.11 hereof, the Administrative Trustees in office, regardless of
     their number (and notwithstanding any other provision of this Agreement),
     shall have all the powers granted to the Administrative Trustees and shall
     discharge all the duties imposed upon the Administrative Trustees by this
     Trust Agreement.

     Section 8.2 Certain Duties and Responsibilities.

          (a) The duties and responsibilities of the Trustees shall be as
     provided by this Trust Agreement and, in the case of the Property Trustee,
     also by the Trust Indenture Act, if applicable. Notwithstanding the
     foregoing, no provision of this Trust Agreement shall require any Trustee
     to expend or risk its own funds or otherwise incur any financial liability
     in the performance of any of its duties hereunder, or in the exercise of
     any of its rights or powers, if it shall have reasonable grounds for
     believing that repayment of such funds or adequate indemnity against such
     risk or liability is not reasonably assured to it. No Administrative
     Trustee nor the Resident Trustee shall be liable for its act or omissions

                                      -38-

<PAGE>

     hereunder except as a result of its own gross negligence or willful
     misconduct. The Property Trustee's liability shall be determined under the
     Trust Indenture Act, if applicable, and as provided by this Trust
     Agreement. Whether or not therein expressly so provided, every provision of
     this Trust Agreement relating to the conduct or affecting the liability of
     or affording protection to the Trustees shall be subject to the provisions
     of this Section 8.2. To the extent that, at law or in equity, a Trustee has
     duties (including fiduciary duties) and liabilities relating thereto to the
     Trust or to the Securityholders, such Trustee shall not be liable to the
     Trust or to any Securityholder for such Trustee's good faith reliance on
     the provisions of this Trust Agreement. The provisions of this Trust
     Agreement, to the extent that they restrict the duties and liabilities of a
     Trustee otherwise existing at law or in equity, are agreed by the Depositor
     and the Securityholders to replace such other duties and liabilities of a
     Trustee, as the case may be.

          (b) All payments made by the Property Trustee or a Paying Agent in
     respect of the Trust Securities shall be made only from the revenue and
     proceeds from the Trust Property and only to the extent that there shall be
     sufficient revenue or proceeds from the Trust Property to enable the
     Property Trustee or a Paying Agent to legally make payments in accordance
     with the terms hereof. Each Securityholder, by its acceptance of a Trust
     Security, agrees that it shall 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 are not personally liable to it
     for any amount distributable in respect of any Trust Security or for any
     other liability in respect of any Trust Security. This Section 8.2(b) does
     not limit the liability of the Trustees expressly set forth elsewhere in
     this Trust Agreement or, in the case of the Property Trustee, in the Trust
     Indenture Act, if applicable.

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

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

          (ii) the Property Trustee shall not be liable with respect to any
               action taken or omitted to be taken by it in good faith in
               accordance with the direction of the Holders of not less than a
               majority in Liquidation Amount of the Trust Securities relating
               to the time, method and place of conducting any proceeding for
               any remedy available to the Property Trustee, or exercising any
               trust or power conferred upon the Property Trustee under this
               Trust Agreement;

          (iii) the Property Trustee's sole duty with respect to the custody,
               safe keeping and physical preservation of the Debentures and the
               Payment Account shall be to deal with such property in a similar
               manner as the Property Trustee deals with similar property for
               its own account, subject to the

                                      -39-

<PAGE>

               protections and limitations on liability afforded to the Property
               Trustee under this Trust Agreement and the Trust Indenture Act,
               if applicable;

          (iv) the Property Trustee shall not be liable for any interest on any
               money received by it except as it may otherwise agree with the
               Depositor and money held by the Property Trustee need not be
               segregated from other funds held by it except in relation to the
               Payment Account maintained by the Property Trustee pursuant to
               Section 3.1 hereof and except to the extent otherwise required by
               law; and

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

     Section 8.3 Certain Notices.

          (a) Within five Business Days after a Responsible Officer of the
     Property Trustee has actual knowledge of the occurrence of any Event of
     Default, the Property Trustee shall transmit, in the manner and to the
     extent provided in Section 10.8 hereof, notice of such Event of Default to
     the Securityholders, the Administrative Trustees and the Depositor, unless
     such Event of Default shall have been cured or waived. For purposes of this
     Section 8.3, the term "Event of Default" means any event that is, or after
     notice or lapse of time or both would become, an Event of Default.

          (b) The Administrative Trustees shall transmit, to the Securityholders
     in the manner and to the extent provided in Section 10.8 hereof, notice of
     the Depositor's election to begin or further extend an Extended Interest
     Payment Period on the Debentures (unless such election shall have been
     revoked) within the time specified for transmitting such notice to the
     holders of the Debentures pursuant to the Indenture as originally executed.

     Section 8.4 Certain Rights of the Property Trustee.

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

          (b) if (i) in performing its duties under this Trust Agreement the
     Property Trustee is required to decide between alternative courses of
     action; or (ii) in construing any of the provisions of this Trust
     Agreement, the Property Trustee finds the same ambiguous or inconsistent
     with other provisions contained herein; or (iii) the Property Trustee is
     unsure of the application of any provision of this Trust Agreement, then,
     except as to any matter as to which the Holders are entitled to vote under
     the terms of this

                                      -40-

<PAGE>

     Trust Agreement, the Property Trustee shall deliver a notice to the
     Depositor requesting written instructions of the Depositor as to the course
     of action to be taken and the Property Trustee shall take such action, or
     refrain from taking such action, as the Property Trustee shall be
     instructed in writing to take, or to refrain from taking, by the Depositor;
     provided, however, that if the Property Trustee does not receive such
     instructions of the Depositor within ten (10) Business Days after it has
     delivered such notice, or such reasonably shorter period of time set forth
     in such notice (which to the extent practicable shall not be less than two
     (2) Business Days), it may, but shall be under no duty to, take or refrain
     from taking such action not inconsistent with this Trust Agreement as it
     shall deem advisable and in the best interests of the Securityholders, in
     which event the Property Trustee shall have no liability except for its own
     bad faith, negligence or willful misconduct;

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

          (d) whenever in the administration of this Trust Agreement, the
     Property Trustee shall deem it desirable that a matter be established
     before undertaking, suffering or omitting any action hereunder, the
     Property Trustee (unless other evidence is herein specifically prescribed)
     may, in the absence of bad faith on its part, request and conclusively rely
     upon an Officer's Certificate which, upon receipt of such request, shall be
     promptly delivered by the Depositor or the Administrative Trustees;

          (e) the Property Trustee shall have no duty to see to any recording,
     filing or registration of any instrument (including any financing or
     continuation statement, or, except as provided in Section 4.5 hereof or any
     filing under tax or securities laws) or any rerecording, refiling or
     reregistration thereof;

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

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

          (h) the Property Trustee shall not be bound to make any investigation
     into the facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, consent, order, approval,
     bond, debenture, note or other evidence

                                      -41-

<PAGE>

     of indebtedness or other paper or document, but the Property Trustee may
     make such further inquiry or investigation into such facts or matters as it
     may determine in its sole discretion to be appropriate;

          (i) the Property Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     its agents or attorneys, provided that the Property Trustee shall be
     responsible for its own negligence or recklessness with respect to
     selection of any agent or attorney appointed by it hereunder;

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

          (k) except as otherwise expressly provided by this Trust Agreement,
     the Property Trustee shall not be under any obligation to take any action
     that is discretionary under the provisions of this Trust Agreement. No
     provision of this Trust Agreement shall be deemed to impose any duty or
     obligation on the Property Trustee to perform any act or acts or exercise
     any right, power, duty or obligation conferred or imposed on it, in any
     jurisdiction in which it shall be illegal, or in which the Property Trustee
     shall be unqualified or incompetent in accordance with applicable law, to
     perform any such act or acts, or to exercise any such right, power, duty or
     obligation. No permissive power or authority available to the Property
     Trustee shall be construed to be a duty.

     Section 8.5 Not Responsible for Recitals or Issuance of Securities.

     The Recitals contained herein and in the Trust Securities Certificates
shall be taken as the statements of the Trust, and the Trustees do not assume
any responsibility for their correctness. The Trustees shall not be accountable
for the use or application by the Depositor of the proceeds of the Debentures.

     Section 8.6 May Hold Securities.

     Any Trustee or any other agent of any Trustee or the Trust, in its
individual or any other capacity, may become the owner or pledgee of Trust
Securities and, subject to Sections 8.9 and 8.14 hereof and except as provided
in the definition of the term "Outstanding" in Article I, may otherwise deal
with the Trust with the same rights it would have if it were not a Trustee or
such other agent.

     Section 8.7 Compensation; Indemnity; Fees.

     The Depositor agrees:

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<PAGE>

          (a) to pay to the Trustees from time to time reasonable compensation
     for all services rendered by them hereunder (which compensation shall not
     be limited by any provision of law in regard to the compensation of a
     trustee of an express trust), in the case of the Property Trustee, as set
     forth in a written agreement between the Depositor and the Property
     Trustee;

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

          (c) to indemnify each of the Trustees or any predecessor Trustee for,
     and to hold the Trustees harmless against, any loss, damage, claims,
     liability, penalty or expense of any kind or nature whatsoever, arising out
     of or in connection with the acceptance or administration of this Trust
     Agreement, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder, except any such expense, disbursement or
     advance as may be attributable to such Trustee's negligence, bad faith or
     willful misconduct (or, in the case of the Administrative Trustees or the
     Resident Trustee, any such expense, disbursement or advance as may be
     attributable to its, his or her gross negligence, bad faith or willful
     misconduct).

     No Trustee, other than the Property Trustee, may claim any Lien or charge
on any Trust Property as a result of any amount due and unpaid pursuant to this
Section 8.7.

     Section 8.8 Corporate Property Trustee Required; Eligibility of Trustees.

          (a) There shall at all times be a Property Trustee hereunder with
     respect to the Trust Securities. The Property Trustee shall be a Person
     that is eligible pursuant to the Trust Indenture Act, as applicable, to act
     as such and has a combined capital and surplus of at least $50,000,000. If
     any such Person publishes reports of condition at least annually, pursuant
     to law or to the requirements of its supervising or examining authority,
     then for the purposes of this Section 8.8, the combined capital and surplus
     of such Person shall be deemed to be its combined capital and surplus as
     set forth in its most recent report of condition so published. If at any
     time the Property Trustee with respect to the Trust Securities shall cease
     to be eligible in accordance with the provisions of this Section 8.8, it
     shall resign immediately in the manner and with the effect hereinafter
     specified in this Article VIII. The Property Trustee and the Resident
     Trustee may be the same Person.

          (b) There shall at all times be one or more Administrative Trustees
     hereunder with respect to the Trust Securities. Each Administrative Trustee
     shall be either a natural

                                      -43-

<PAGE>

     person who is at least 21 years of age or a legal entity that shall act
     through one or more persons authorized to bind that entity.

          (c) There shall at all times be a Resident Trustee with respect to the
     Trust Securities. The Resident Trustee shall either be (i) a natural person
     who is at least 21 years of age and a resident of the State of Delaware; or
     (ii) a legal entity with its principal place of business in the State of
     Delaware and that otherwise meets the requirements of applicable Delaware
     law that shall act through one or more persons authorized to bind such
     entity.

     Section 8.9 Conflicting Interests.

     If the Property Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Property
Trustee and the Holder of the Common Securities (as if it were the obligor
referred to in Section 310(b) of the Trust Indenture Act) shall in all respects
comply with the provisions of Section 310(b) of the Trust Indenture Act, if the
Trust Indenture Act is then applicable to the Indenture.

     Section 8.10 Co-Trustees and Separate Trustee.

          (a) Unless an Event of Default shall have occurred and be continuing,
     at any time or times, for the purpose of meeting the legal requirements of
     the Trust Indenture Act, if then applicable, or of any jurisdiction in
     which any part of the Trust Property may at the time be located, the
     Depositor shall have power to appoint, and upon the written request of the
     Property Trustee, the Depositor shall for such purpose join with the
     Property Trustee in the execution, delivery and performance of all
     instruments and agreements necessary or proper to appoint, one or more
     Persons approved by the Property Trustee either to act as co-trustee,
     jointly with the Property Trustee, of all or any part of such Trust
     Property, or to the extent required by law to act as separate trustee of
     any such property, in either case with such powers as may be provided in
     the instrument of appointment, and to vest in such Person or Persons in the
     capacity aforesaid, any property, title, right or power deemed necessary or
     desirable, subject to the other provisions of this Section 8.10. If the
     Depositor does not join in such appointment within 15 days after the
     receipt by it of a request so to do, or in case a Debenture Event of
     Default has occurred and is continuing, the Property Trustee alone shall
     have power to make such appointment. Any co-trustee or separate trustee
     appointed pursuant to this Section 8.10 shall either be (i) a natural
     person who is at least 21 years of age and a resident of the United States;
     or (ii) a legal entity with its principal place of business in the United
     States that shall act through one or more persons authorized to bind such
     entity.

          (b) Should any written instrument from the Depositor be required by
     any co-trustee or separate trustee so appointed for more fully confirming
     to such co-trustee or separate trustee such property, title, right, or
     power, any and all such instruments shall, conform to the terms set forth
     herein.

                                      -44-

<PAGE>

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

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

          (ii) The rights, powers, duties and obligations hereby conferred or
               imposed upon the Property Trustee in respect of any property
               covered by such appointment shall be conferred or imposed upon
               and exercised or performed by the Property Trustee or by the
               Property Trustee and such co-trustee or separate trustee jointly,
               as shall be provided in the instrument appointing such co-trustee
               or separate trustee, except to the extent that under any law of
               any jurisdiction in which any particular act is to be performed,
               the Property Trustee shall be incompetent or unqualified to
               perform such act, in which event such rights, powers, duties and
               obligations shall be exercised and performed by such co-trustee
               or separate trustee.

          (iii) The Property Trustee at any time, by an instrument in writing
               executed by it, with the written concurrence of the Depositor,
               may accept the resignation of or remove any co-trustee or
               separate trustee appointed under this Section 8.10, and, in case
               a Debenture Event of Default has occurred and is continuing, the
               Property Trustee shall have the power to accept the resignation
               of, or remove, any such co-trustee or separate trustee without
               the concurrence of the Depositor. Upon the written request of the
               Property Trustee, the Depositor shall join with the Property
               Trustee in the execution, delivery and performance of all
               instruments and agreements necessary or proper to effectuate such
               resignation or removal. A successor to any co-trustee or separate
               trustee so resigned or removed may be appointed in the manner
               provided in this Section 8.10.

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

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

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

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<PAGE>

     Section 8.11 Resignation and Removal; Appointment of Successor.

          (a) No resignation or removal of any Trustee (the "Relevant Trustee")
     and no appointment of a successor Trustee pursuant to this Article VIII
     shall become effective until the acceptance of appointment by the successor
     Trustee in accordance with the applicable requirements of Section 8.12
     hereof.

          (b) Subject to the immediately preceding paragraph, the Relevant
     Trustee may resign at any time with respect to the Trust Securities by
     giving written notice thereof to the Securityholders. If the instrument of
     acceptance by the successor Trustee required by Section 8.12 shall not have
     been delivered to the Relevant Trustee within 30 days after the giving of
     such notice of resignation, the Relevant Trustee may petition, at the
     expense of the Depositor, any court of competent jurisdiction for the
     appointment of a successor Relevant Trustee with respect to the Trust
     Securities.

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

          (d) If any Trustee shall resign, be removed or become incapable of
     acting as Trustee, or if a vacancy shall occur in the office of any Trustee
     for any cause, at a time when no Debenture Event of Default shall have
     occurred and be continuing, the Holder of the Common Securities, by Act of
     the Holder of the Common Securities delivered to the retiring Trustee,
     shall promptly appoint a successor Trustee or Trustees with respect to the
     Trust Securities and the Trust, and the successor Trustee shall comply with
     the applicable requirements of Section 8.12 hereof. If the Property Trustee
     or the Resident Trustee shall resign, be removed or become incapable of
     continuing to act as the Property Trustee or the Resident Trustee, as the
     case may be, at a time when a Debenture Event of Default shall have
     occurred and is continuing, the Holders, by Act of the Securityholders of a
     Majority in Liquidation Amount of the Trust Preferred Securities then
     Outstanding delivered to the retiring Relevant Trustee, shall promptly
     appoint a successor Relevant Trustee or Trustees with respect to the Trust
     Securities and the Trust, and such successor Trustee shall comply with the
     applicable requirements of Section 8.12 hereof. If an Administrative
     Trustee shall resign, be removed or become incapable of acting as
     Administrative Trustee, at a time when a Debenture Event of Default shall
     have occurred and be continuing, the Holder of the Common Securities, by
     Act of the Holder of the Common Securities delivered to an Administrative
     Trustee, shall promptly appoint a successor Administrative Trustee or
     Administrative Trustees with respect to the Trust Securities and the Trust,
     and such successor Administrative Trustee or Administrative Trustees shall
     comply with the applicable requirements of Section 8.12 hereof. If no
     successor Relevant Trustee with respect to the Trust Securities shall have
     been so appointed by the Holder of the Common Securities or the Holders of
     the Trust Preferred

                                      -46-

<PAGE>

     Securities and accepted appointment in the manner required by Section 8.12
     hereof, any Securityholder who has been a Securityholder of Trust
     Securities for at least the past six (6) consecutive months on behalf of
     himself and all others similarly situated may petition a court of competent
     jurisdiction for the appointment of a successor Relevant Trustee with
     respect to the Trust Securities.

          (e) The Administrative Trustees shall give notice of each resignation
     and each removal of a Trustee and each appointment of a successor Trustee
     to all Securityholders in the manner provided in Section 10.8 hereof and
     shall give notice to the Depositor. Each notice shall include the name of
     the successor Relevant Trustee and the address of its Corporate Trust
     Office if it is the Property Trustee.

          (f) Notwithstanding the foregoing or any other provision of this Trust
     Agreement, in the event any Administrative Trustee or a Resident Trustee
     who is a natural person dies or becomes, in the opinion of the Depositor,
     incompetent or incapacitated, the vacancy created by such death,
     incompetence or incapacity may be filled by (a) the unanimous act of the
     remaining Administrative Trustees if there are at least two of them; or (b)
     otherwise by the Depositor (with the successor in each case being a Person
     who satisfies the eligibility requirement for Administrative Trustees or
     Resident Trustee, as the case may be, set forth in Section 8.8 hereof).

     Section 8.12 Acceptance of Appointment by Successor.

          (a) In case of the appointment hereunder of a successor Relevant
     Trustee with respect to the Trust Securities and the Trust, the retiring
     Relevant Trustee and each successor Relevant Trustee with respect to the
     Trust Securities shall execute and deliver an instrument hereto wherein
     each successor Relevant Trustee shall accept such appointment and which
     shall contain such provisions as shall be necessary or desirable to
     transfer and confirm to, and to vest in, each successor Relevant Trustee
     all the rights, powers, trusts and duties of the retiring Relevant Trustee
     with respect to the Trust Securities and the Trust and upon the execution
     and delivery of such instrument the resignation or removal of the retiring
     Relevant Trustee shall become effective to the extent provided therein and
     each such successor 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 with respect to the Trust
     Securities and the Trust; 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 Trust Securities and the Trust.

          (b) Upon request of any such successor Relevant Trustee, the Trust
     shall execute any and all instruments for more fully and certainly vesting
     in and confirming to such successor Relevant Trustee all such rights,
     powers and trusts referred to in the immediately preceding paragraph, as
     the case may be.

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<PAGE>

          (c) No successor Relevant Trustee shall accept its appointment unless
     at the time of such acceptance such successor Relevant Trustee shall be
     qualified and eligible under this Article VIII.

     Section 8.13 Merger, Conversion, Consolidation or Succession to Business.

     Any Person into which the Property Trustee, the Resident Trustee or any
Administrative 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 such Relevant Trustee shall be a party, or any Person
succeeding to all or substantially all the corporate trust business of such
Relevant Trustee, shall be the successor of such Relevant Trustee hereunder,
provided such Person shall be otherwise qualified and eligible under this
Article VIII, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

     Section 8.14 Preferential Collection of Claims Against Depositor or Trust.

     If and when the Property Trustee or the Resident Trustee shall be or become
a creditor of the Depositor or the Trust (or any other obligor upon the
Debentures or the Trust Securities), the Property Trustee or the Resident
Trustee, as the case may be, shall be subject to and shall take all actions
necessary in order to comply with the provisions of the Trust Indenture Act, if
applicable, regarding the collection of claims against the Depositor or Trust
(or any such other obligor).

     Section 8.15 Reports by Property Trustee.

          (a) The Property Trustee shall transmit to Securityholders such
     reports concerning the Property Trustee and its actions under this Trust
     Agreement as may be required pursuant to the Trust Indenture Act, if then
     applicable, at the times and in the manner provided pursuant thereto (it
     being understood that, with respect to Section 313 thereof, no such report
     shall be required if none of the events set forth in such Section has
     occurred during the period to which such report would relate).

          (b) A copy of each such report shall, at the time of such transmission
     to Holders, be filed by the Property Trustee with the Depositor.

          (c) The Property Trustee covenants and agrees to transmit by mail,
     first class postage prepaid, to the Holders of Trust Preferred Securities,
     as their names and addresses appear on the Securities Register, any
     information, documents and reports required to be transmitted by the
     Company pursuant to subsection (b) of Section 8.16, as soon as practicable
     after the receipt of such information from the Company.

     Section 8.16 Reports to the Property Trustee.

          (a) If applicable, the Depositor and the Administrative Trustees on
     behalf of the Trust shall provide to the Property Trustee such documents,
     reports and information as required by Section 314 of the Trust Indenture
     Act, if applicable, and the compliance certificate required by Section
     314(a) of the Trust Indenture Act in the form, in the manner and at the
     times required by Section 314 of the Trust Indenture Act.

                                      -48-

<PAGE>

          (b) The Company covenants and agrees to transmit to the Property
     Trustee in the same form as filed with the Federal Reserve (i) its annual
     audited consolidated financial statements within 90 days following the end
     of its fiscal year and (ii) its quarterly consolidated financial statements
     within 45 days after the end of the first three fiscal quarters of each
     fiscal year; provided, however, that if subsequent to the date hereof, the
     Company shall become subject to the reporting obligations under Section
     13(a) or Section 15(d) of the Exchange Act, the Company shall instead
     transmit to the Property Trustee the information, documents and reports the
     Company is required to file with the Securities and Exchange Commission
     pursuant to Section 13(a) or Section 15(d) of the Exchange Act.

     Section 8.17 Evidence of Compliance with Conditions Precedent.

     If at any time after the date hereof the Indenture is required to be
qualified under the Trust Indenture Act, each of the Depositor and the
Administrative Trustees on behalf of the Trust shall provide to the Property
Trustee such evidence of compliance with any conditions precedent, if any,
provided for in this Trust Agreement that relate to any of the matters set forth
in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) of the Trust
Indenture Act shall be given in the form of an Officers' Certificate.

     Section 8.18 Delegation of Power.

          (a) Any Administrative Trustee may, by power of attorney consistent
     with applicable law, delegate to any other natural person over the age of
     21 his or her power for the purpose of executing any documents contemplated
     in Section 2.7(a) hereof; and

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

     Section 8.19 Voting.

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

                                      -49-

<PAGE>

                                   ARTICLE IX

                       TERMINATION, LIQUIDATION AND MERGER

     Section 9.1 Termination Upon Expiration Date.

     Unless earlier dissolved, the Trust shall automatically dissolve on the
date which is one month from receipt of final payment due under the Indenture
(the "Expiration Date") and thereafter shall distribute the Trust Property in
accordance with Section 9.4 hereof.

     Section 9.2 Early Termination.

     The first to occur of any of the following events is an "Early Termination
Event", at which time the Trust shall dissolve and commence winding up its
affairs:"

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

          (b) delivery of written direction to the Property Trustee by the
     Depositor at any time (which direction is wholly optional and within the
     discretion of the Depositor, subject to Depositor having received prior
     approval of the Board of Governors of the Federal Reserve System if so
     required under applicable guidelines, policies or regulations thereof) to
     dissolve the Trust and distribute the Debentures to the Securityholders in
     exchange for the Trust Securities in accordance with Section 9.4 hereof;

          (c) the redemption of all of the Trust Preferred Securities in
     connection with the redemption of all of the Debentures (whether upon a
     Debenture Redemption Date or the maturity of the Debentures); or

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

     Section 9.3 Termination.

     The respective obligations and responsibilities of the Trustees and the
Trust created and continued hereby shall terminate upon the latest to occur of
the following: (a) the distribution by the Property Trustee to Securityholders
upon the liquidation of the Trust pursuant to Section 9.4 hereof, or upon the
redemption of all of the Trust Securities pursuant to Section 4.2 hereof, of all
amounts required to be distributed hereunder upon the final payment of the Trust
Securities; (b) the payment of any expenses owed by the Trust; (c) the discharge
of all administrative duties of the Administrative Trustees, including the
performance of any tax reporting obligations with respect to the Trust or the
Securityholders; and (d) the filing of a Certificate of Cancellation by the
Administrative Trustees under the Delaware Business Trust Act.

     Section 9.4 Liquidation.

          (a) If an Early Termination Event specified in clause (a), (b), or (d)
     of Section 9.2 occurs or upon the Expiration Date, the Trust shall be
     liquidated by the Trustees in

                                      -50-

<PAGE>

     accordance with their respective duties hereunder as provided herein as
     expeditiously as the Trustees determine to be possible by distributing,
     after satisfaction of liabilities to creditors of the Trust as provided by
     applicable law, to each Securityholder a Like Amount of Debentures, subject
     to Section 9.4(d). Notice of liquidation shall be given by the Property
     Trustee by first-class mail, postage prepaid, mailed not less than 30 nor
     more than 60 days prior to the Liquidation Date to each Holder of Trust
     Securities at such Holder's address appearing in the Securities Register.
     All notices of liquidation shall:

          (i)  state the Liquidation Date;

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

          (iii) provide such information with respect to the mechanics by which
               Holders may exchange Trust Securities Certificates for
               Debentures, or, if Section 9.4(d) applies, receive a Liquidation
               Distribution, as the Administrative Trustees or the Property
               Trustee shall in good faith deem appropriate.

          (b) Except where Section 9.2(c) or 9.4(d) applies, in order to effect
     the liquidation of the Trust and distribution of the Debentures to
     Securityholders, the Property Trustee shall establish a record date for
     such distribution (which shall be not more than 45 days prior to the
     Liquidation Date) and, either itself acting as exchange agent or through
     the appointment of a separate exchange agent, shall establish such
     procedures as it shall deem appropriate to effect the distribution of
     Debentures in exchange for the Outstanding Trust Securities Certificates.

          (c) Except where Section 9.2(c) or 9.4(d) applies, after the
     Liquidation Date, (i) the Trust Securities shall no longer be deemed to be
     Outstanding; (ii) certificates representing a Like Amount of Debentures
     shall be issued to Holders of Trust Securities Certificates upon surrender
     of such certificates to the Administrative Trustees or their agent for
     exchange; (iii) any Trust Securities Certificates not so surrendered for
     exchange shall be deemed to represent a Like Amount of Debentures, accruing
     interest at the rate provided for in the Debentures from the last
     Distribution Date on which a Distribution was made on such Trust Securities
     Certificates until such certificates are so surrendered (and until such
     certificates are so surrendered, no payments of interest or principal shall
     be made to Holders of Trust Securities Certificates with respect to such
     Debentures); and (iv) all rights of Securityholders holding Trust
     Securities shall cease, except the right of such Securityholders to receive
     Debentures upon surrender of Trust Securities Certificates.

          (d) In the event that, notwithstanding the other provisions of this
     Section 9.4, whether because of an order for dissolution entered by a court
     of competent jurisdiction or otherwise, distribution of the Debentures in
     the manner provided herein is determined in good faith by the Property
     Trustee not to be practical, the Trust Property shall be liquidated, and
     the Trust shall be dissolved, wound-up or terminated, by the Property

                                      -51-

<PAGE>

     Trustee in such manner as the Property Trustee determines in good faith. In
     such event, on the date of the dissolution of the Trust, Securityholders
     shall be entitled to receive out of the assets of the Trust available for
     distribution to Securityholders, after satisfaction of liabilities to
     creditors of the Trust as provided by applicable law, an amount equal to
     the Liquidation Amount per Trust Security plus accumulated and unpaid
     Distributions thereon to the date of payment (such amount being the
     "Liquidation Distribution"). If, upon any such dissolution, the Liquidation
     Distribution can be paid only in part because the Trust has insufficient
     assets available to pay in full the aggregate Liquidation Distribution,
     then, subject to the next succeeding sentence, the amounts payable by the
     Trust on the Trust Securities shall be paid on a pro rata basis (based upon
     Liquidation Amounts). The Holder of the Common Securities shall be entitled
     to receive Liquidation Distributions upon any such dissolution pro rata
     (determined as aforesaid) with Holders of Trust Preferred Securities,
     except that, if a Debenture Event of Default has occurred and is
     continuing, the Trust Preferred Securities shall have a priority over the
     Common Securities.

     Section 9.5 Mergers, Consolidations, Amalgamations or Replacements of the
Trust.

     The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except pursuant
to this Section 9.5. At the request of the Depositor, with the consent of the
Administrative Trustees and without the consent of the Holders of the Trust
Preferred Securities, the Property Trustee or the Resident Trustee, the Trust
may merge with or into, consolidate, amalgamate, be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to a
trust organized as such under the laws of any state; provided, that:

          (a) such successor entity either:

          (i)  expressly assumes all of the obligations of the Trust with
               respect to the Trust Preferred Securities; or

          (ii) substitutes for the Trust Preferred Securities other securities
               having substantially the same terms as the Trust Preferred
               Securities (the "Successor Securities") so long as the Successor
               Securities rank the same as the Trust Preferred Securities rank
               in priority with respect to distributions and payments upon
               liquidation, redemption and otherwise.

          (b) the Depositor expressly appoints a trustee of such successor
     entity possessing substantially the same powers and duties as the Property
     Trustee as the holder of the Debentures;

          (c) the Successor Securities are listed or traded, or any Successor
     Securities shall be listed or traded upon notification of issuance, on any
     national securities exchange or other organization on which the Trust
     Preferred Securities are then listed or quoted, if any;

                                      -52-

<PAGE>

          (d) such merger, consolidation, amalgamation, replacement, conveyance,
     transfer or lease does not adversely affect the rights, preferences and
     privileges of the Holders of the Trust Preferred Securities (including any
     Successor Securities) in any material respect;

          (e) such successor entity has a purpose substantially identical to
     that of the Trust;

          (f) prior to such merger, consolidation, amalgamation, replacement,
     conveyance, transfer or lease, the Depositor has received an Opinion of
     Counsel to the effect that:

          (i)  such merger, consolidation, amalgamation, replacement,
               conveyance, transfer or lease does not adversely affect the
               rights, preferences and privileges of the Holders of the Trust
               Preferred Securities (including any Successor Securities) in any
               material respect; and

          (ii) following such merger, consolidation, amalgamation, replacement,
               conveyance, transfer or lease, neither the Trust nor such
               successor entity shall be required to register as an "investment
               company" under the Investment Company Act; and

          (g) the Depositor owns all of the common securities of such successor
     entity and guarantees the obligations of such successor entity under the
     Successor Securities at least to the extent provided by the Preferred
     Securities Guarantee.

Notwithstanding the foregoing, the Trust shall not, except with the consent of
Holders of 100% in Liquidation Amount of the Trust Preferred Securities,
consolidate, amalgamate, merge with or into, or be replaced by or convey,
transfer or lease its properties and assets substantially as an entirety to any
other Person or permit any other Person to consolidate, amalgamate, merge with
or into, or replace it if such consolidation, amalgamation, merger or
replacement would cause the Trust or the successor entity to be classified as
other than a grantor trust for United States federal income tax purposes.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

     Section 10.1 Limitation of Rights of Securityholders.

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

                                      -53-

<PAGE>

     Section 10.2 Amendment.

          (a) This Trust Agreement may be amended from time to time by the
     Administrative Trustees and the Depositor, without the consent of any
     Securityholders, the Property Trustee or the Resident Trustee, (i) as
     provided in Section 8.12 hereof with respect to acceptance of appointment
     by a successor Trustee; (ii) to cure any ambiguity, correct or supplement
     any provision herein which may be inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Trust Agreement, that shall not be
     inconsistent with the other provisions of this Trust Agreement; or (iii) to
     modify, eliminate or add to any provisions of this Trust Agreement to such
     extent as shall be necessary to ensure that the Trust shall be classified
     for United States federal income tax purposes as a grantor trust at all
     times that any Trust Securities are outstanding or to ensure that the Trust
     shall not be required to register as an "investment company" under the
     Investment Company Act; provided, however, that in the case of clause (ii),
     such action shall not adversely affect in any material respect the
     interests of any Securityholder, and any amendments of this Trust Agreement
     shall become effective when notice thereof is given to the Securityholders,
     the Property Trustee and the Resident Trustee.

          (b) Except as provided in Section 6.1(c) or Section 10.2(c) hereof,
     any provision of this Trust Agreement may be amended by the Administrative
     Trustees and the Depositor (i) with the consent of Securityholders
     representing not less than a majority (based upon Liquidation Amounts) of
     the Trust Securities then Outstanding; and (ii) upon receipt by the
     Trustees of an Opinion of Counsel to the effect that such amendment or the
     exercise of any power granted to the Trustees in accordance with such
     amendment shall not affect the Trust's status as a grantor trust for United
     States federal income tax purposes or the Trust's exemption from status of
     an "investment company" under the Investment Company Act.

          (c) In addition to and notwithstanding any other provision in this
     Trust Agreement, without the consent of each affected Securityholder (such
     consent being obtained in accordance with Section 6.3 or Section 6.6
     hereof), this Trust Agreement may not be amended to (i) change the amount
     or timing of any Distribution on the Trust Securities or otherwise
     adversely affect the amount of any Distribution required to be made in
     respect of the Trust Securities as of a specified date; or (ii) restrict
     the right of a Securityholder to institute suit for the enforcement of any
     such payment on or after such date; notwithstanding any other provision
     herein, without the unanimous consent of the Securityholders (such consent
     being obtained in accordance with Section 6.3 or 6.6 hereof), this
     paragraph (c) of this Section 10.2 may not be amended.

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

                                      -54-

<PAGE>

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

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

          (g) Notwithstanding any other provision of this Trust Agreement,
     without the consent of the Property Trustee and/or the Resident Trustee, as
     applicable, this Trust Agreement may not be amended in any manner, and
     neither the Property Trustee nor the Resident Trustee shall be required to
     enter into any amendment to this Trust Agreement, which affects the rights,
     privileges, powers, duties, obligations or immunities of the Property
     Trustee or the Resident Trustee under this Trust Agreement or the Trust
     Securities. The Property Trustee shall be entitled to receive an Opinion of
     Counsel and an Officers' Certificate stating that any proposed amendment to
     this Trust Agreement is in compliance with this Trust Agreement.

     Section 10.3 Severability.

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

     Section 10.4 Governing Law.

     THIS TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE
SECURITYHOLDERS, THE TRUST AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT
AND THE TRUST SECURITIES SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF Delaware (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF). PROVIDED, HOWEVER, THAT THERE SHALL NOT BE APPLICABLE TO THE PARTIES
HEREUNDER OR THIS TRUST AGREEMENT ANY PROVISION OF THE LAWS (COMMON OR
STATUTORY) OR 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 (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 OR (G) THE ESTABLISHMENT OF

                                      -55-

<PAGE>

FIDUCIARY OR OTHER STANDARDS OF RESPONSIBILITY OR LIMITATIONS ON THE ACTS OR
POWERS OF TRUSTEES THAT ARE INCONSISTENT WITH THE LIMITATIONS OR AUTHORITIES AND
POWERS OF THE TRUSTEES HEREUNDER AS SET FORTH OR REFERENCED IN THIS TRUST
AGREEMENT. SECTION 3540 OF TITLE 12 OF THE DELAWARE CODE SHALL NOT APPLY TO THE
TRUST. THE PARTIES HERETO HEREBY CONSENT TO (i) THE NON-EXCLUSIVE JURISDICTION
OF THE COURTS OF THE STATE OF DELAWARE AND (ii) SERVICE OF PROCESS BY MAIL IN
ACCORDANCE WITH SECTION 10.8 HEREOF.

     Section 10.5 Payments Due on Non-Business Day.

     If the date fixed for any payment on any Trust Security shall be a day that
is not a Business Day, then such payment need not be made on such date but may
be made on the next succeeding day which is a Business Day, except that, if such
Business Day is in the next succeeding calendar year, such payment shall be made
on the immediately preceding Business Day (and without any reduction of interest
or any other payment in respect of any such acceleration), in each case with the
same force and effect as though made on the date fixed for such payment, and no
distribution shall accumulate thereon for the period after such date.

     Section 10.6 Successors.

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

     Section 10.7 Headings.

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

     Section 10.8 Reports, Notices and Demands.

     Any report, notice, demand or other communication which by any provision of
this Trust Agreement is required or permitted to be given or served to or upon
any Securityholder or the Depositor may be given or served in writing by deposit
thereof, first-class postage prepaid, in the United States mail, hand delivery
or facsimile transmission, in each case, addressed, (a) in the case of a Holder
of the Trust Preferred Securities, to such Holder of the Trust Preferred
Securities as such Securityholder's name and address may appear on the
Securities Register; and (b) in the case of the Holder of the Common Securities
or the Depositor, to Enterprise Financial Services Corp., 1281 N. Warson Road

     St. Louis, MO 63132 , Attention: Chief Executive Officer, facsimile no.:
(314) 812-1576. Any notice to Holders of the Trust Preferred Securities shall
also be given to such owners as have, within two years preceding the giving of
such notice, filed their names and addresses with the Property Trustee for that
purpose. Such notice, demand or other communication to or upon a

                                      -56-

<PAGE>

Securityholder shall be deemed to have been sufficiently given or made, for all
purposes, upon hand delivery, mailing or transmission.

     Any notice, demand or other communication which by any provision of this
Trust Agreement is required or permitted to be given or served to or upon the
Trust, the Resident Trustee, the Property Trustee or the Administrative Trustees
shall be given in writing addressed (until another address is published by the
Trust) as follows: (a) with respect to the Property Trustee to Wells Fargo Bank,
National Association, 919 Market Street, Suite 700

     Wilmington, Delaware 19801 , Attention: Corporate Trust Administration; (b)
with respect to the Resident Trustee, to Wells Fargo Delaware Trust Company at
919 Market Street, Suite 700

     Wilmington, Delaware 19801; and (c) with respect to the Trust or the
Administrative Trustees, to them at the address above for notices to the
Depositor, marked "Attention: Administrative Trustees of Capital Trust." Such
notice, demand or other communication to or upon the Trust, the Property
Trustee, the Resident Trustee or the Administrative Trustees shall be deemed to
have been sufficiently given or made only upon actual receipt of the writing by
the Trust, the Property Trustee, the Resident Trustee or the Administrative
Trustees.

     Section 10.9 Agreement not to Petition.

     Each of the Trustees and the Depositor agrees for the benefit of the
Securityholders that, until at least one year and one day after the Trust has
been terminated in accordance with Article IX, they shall not file, or join in
the filing of, a petition against the Trust under any bankruptcy, insolvency,
reorganization or other similar law (including, without limitation, the United
States Bankruptcy Code of 1978, as amended, collectively, "Bankruptcy Laws") or
otherwise join in the commencement of any proceeding against the Trust under any
Bankruptcy Law. In the event the Depositor or any of the Trustees takes action
in violation of this Section 10.9, the Property Trustee agrees, for the benefit
of Securityholders, that at the expense of the Depositor (which expense shall be
paid prior to the filing), it shall file an answer with the bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor or such
Trustee against the Trust or the commencement of such action and raise the
defense that the Depositor or such Trustee has agreed in writing not to take
such action and should be estopped and precluded therefrom. The provisions of
this Section 10.9 shall survive the termination of this Trust Agreement.

     Section 10.10 Applicability of Trust Indenture Act; Conflict.

          (a) Unless and until the Indenture is required to be qualified under
     the Trust Indenture Act so that the provisions thereof are applicable, (i)
     the provisions of the Trust Indenture Act do not apply to this Trust
     Agreement and are not given effect; and (ii) notwithstanding any other
     provision of this Trust Agreement (including without limitation Sections
     8.2(c), 8.4(b) and (i), 8.7(b) and 8.7(c) hereof), no Trustee shall be
     liable for its own simple negligence, but shall only be liable for its own
     gross negligence.

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

                                      -57-

<PAGE>

          (c) If any provision hereof limits, qualifies or conflicts with
     another provision hereof which is required to be included in this Trust
     Agreement by any of the provisions of the Trust Indenture Act, and the
     Trust Indenture Act is then applicable to this Trust Agreement, such
     required provision shall control. If any provision of this Trust Agreement
     modifies or excludes any provision of the Trust Indenture Act which may be
     so modified or excluded, the latter provision shall be deemed to apply to
     this Trust Agreement as so modified or to be excluded, as the case may be.
     The application of the Trust Indenture Act to this Trust Agreement shall
     not affect the nature of the Trust Securities as equity securities
     representing undivided beneficial interests in the assets of the Trust.

     Section 10.11 Acceptance of Terms of Trust Agreement, Guarantee and
Indenture.

     THE RECEIPT AND ACCEPTANCE OF A TRUST SECURITY OR ANY INTEREST THEREIN BY
OR ON BEHALF OF A SECURITYHOLDER OR ANY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE
OR FURTHER MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL
ACCEPTANCE BY THE SECURITYHOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN
SUCH TRUST SECURITY OF ALL THE TERMS AND PROVISIONS OF THIS TRUST AGREEMENT AND
AGREEMENT TO THE SUBORDINATION PROVISIONS AND OTHER TERMS OF THE GUARANTEE AND
THE INDENTURE, AND SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH
SECURITYHOLDER AND SUCH OTHERS THAT THE TERMS AND PROVISIONS OF THIS TRUST
AGREEMENT SHALL BE BINDING, OPERATIVE AND EFFECTIVE AS BETWEEN THE TRUST AND
SUCH SECURITYHOLDER AND SUCH OTHERS. WITHOUT LIMITING THE FOREGOING, BY
ACCEPTANCE OF A TRUST PREFERRED SECURITY, EACH HOLDER THEREOF SHALL BE DEEMED TO
HAVE AGREED TO TREAT, FOR ALL UNITED STATES FEDERAL INCOME TAX AND FINANCIAL
ACCOUNTING PURPOSES, THE DEBENTURES AS INDEBTEDNESS OF THE COMPANY AND THE TRUST
PREFERRED SECURITIES AS EVIDENCING AN UNDIVIDED PREFERRED BENEFICIAL OWNERSHIP
INTEREST IN THE DEBENTURES.

                  [Remainder of Page Left Intentionally Blank]

                                      -58-

<PAGE>

     IN WITNESS WHEREOF, this Trust Agreement is dated as set forth below and
effective as of the day and year first above written.

                                    Enterprise Financial Services Corp.


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


                                    Wells Fargo Bank, National Association, as
                                    Property Trustee


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


                                    Wells Fargo Delaware Trust Company, as
                                    Resident Trustee


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


                                    ------------------------------------------
                                                           , As Administrative
                                    ----------------------
                                    Trustee

                                      -59-

<PAGE>


                                    ------------------------------------------
                                                           , As Administrative
                                    ----------------------
                                    Trustee


                                    ------------------------------------------
                                                           , As Administrative
                                    ----------------------
                                    Trustee

                                      -60-

<PAGE>

                                    EXHIBIT A
                          FORM OF CERTIFICATE OF TRUST
                                       OF
                              EFSC CAPITAL TRUST I

                                      A-1

<PAGE>

                                    EXHIBIT B

                       FORM OF COMMON SECURITY CERTIFICATE

                                      B-1

<PAGE>

                                    EXHIBIT C

                    AGREEMENT AS TO EXPENSES AND LIABILITIES

                                      C-1

<PAGE>

                                    EXHIBIT D

                FORM OF FLOATING RATE CUMULATIVE TRUST PREFERRED

                              SECURITY CERTIFICATE

                                      D-1

<PAGE>

                                    EXHIBIT E

                  FORM OF TRANSFEREE LETTER OF REPRESENTATIONS

                                      E-1

<PAGE>

                                    EXHIBIT F

                  FORM OF TRANSFEROR LETTER OF REPRESENTATIONS

                                      F-1

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.9.4
<SEQUENCE>6
<FILENAME>dex494.txt
<DESCRIPTION>TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT
<TEXT>
<PAGE>

                                  Exhibit 4.9.4
                 Trust Preferred Securities Guarantee Agreement

                 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

                                 BY AND BETWEEN

                     Enterprise Financial Services Corp. AND

                     Wells Fargo Bank, National Association

                          EFFECTIVE AS OF June 27, 2002

<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                     Page
<S>              <C>                                                                                  <C>
ARTICLE I        DEFINITIONS AND INTERPRETATION........................................................1
    Section 1.1      Definitions and Interpretation....................................................1
ARTICLE II       TRUST INDENTURE ACT...................................................................5
    Section 2.1      Indenture Act; Application........................................................5
    Section 2.2      Lists of Holders of Securities....................................................5
    Section 2.3      Reports by the Trust Preferred Guarantee Trustee..................................5
    Section 2.4      Reports to Trust Preferred Guarantee Trustee......................................6
    Section 2.5      Evidence of Compliance with Conditions Precedent..................................6
    Section 2.6      Event of Default; Waiver..........................................................6
    Section 2.7      Event of Default; Notice..........................................................6
    Section 2.8      Conflicting Interests.............................................................7
ARTICLE III      POWERS, DUTIES AND RIGHTS OF TRUST PREFERRED GUARANTEE TRUSTEE........................7
    Section 3.1      Powers and Duties of the Trust Preferred Guarantee Trustee........................7
    Section 3.2      Certain Rights of Trust Preferred Guarantee Trustee...............................9
    Section 3.3      Not Responsible for Recitals or Issuance of Guarantee............................11
ARTICLE IV       TRUST PREFERRED GUARANTEE TRUSTEE....................................................11
    Section 4.1      Trust Preferred Guarantee Trustee; Eligibility...................................11
    Section 4.2      Appointment, Removal and Resignation of Trust Preferred Guarantee Trustees.......12
ARTICLE V        GUARANTEE............................................................................13
    Section 5.1      Guarantee........................................................................13
    Section 5.2      Waiver of Notice and Demand......................................................13
    Section 5.3      Obligations not Affected.........................................................13
    Section 5.4      Rights of Holders................................................................14
    Section 5.5      Guarantee of Payment.............................................................14
    Section 5.6      Subrogation......................................................................14
    Section 5.7      Independent Obligations..........................................................15
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                     Page
<S>              <C>                                                                                  <C>
ARTICLE VI       LIMITATION OF TRANSACTIONS; SUBORDINATION............................................15
    Section 6.1      Limitation of Transactions.......................................................15
    Section 6.2      Ranking..........................................................................16
ARTICLE VII      TERMINATION..........................................................................16
    Section 7.1      Termination......................................................................16
ARTICLE VIII     INDEMNIFICATION......................................................................16
    Section 8.1      Exculpation......................................................................16
    Section 8.2      Indemnification..................................................................17
ARTICLE IX       MISCELLANEOUS........................................................................17
    Section 9.1      Successors and Assigns...........................................................17
    Section 9.2      Amendments.......................................................................17
    Section 9.3      Notices..........................................................................18
    Section 9.4      Benefit..........................................................................18
    Section 9.5      Governing Law....................................................................18
</TABLE>

                                      -ii-

<PAGE>



                 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT

     THIS TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (this "Trust Preferred
Securities Guarantee"), effective as of June 27, 2002, is executed and delivered
by Enterprise Financial Services Corp., a Delaware corporation (the
"Guarantor"), and Wells Fargo Bank, National Association, as trustee (the "Trust
Preferred Guarantee Trustee"), for the benefit of the Holders (as defined
herein) from time to time of the Trust Preferred Securities (as defined herein)
of EFSC Capital Trust I, a Delaware statutory business trust (the "Trust").

                                    RECITALS

     WHEREAS, pursuant to an Amended and Restated Trust Agreement (the "Trust
Agreement"), effective as of June 27, 2002, among the trustees of the Trust
named therein, the Guarantor, as depositor, and the holders from time to time of
undivided beneficial interests in the assets of the Trust, the Trust is issuing
on the date hereof up to Four Thousand (4,000) preferred securities, having an
aggregate liquidation amount of Four Million Dollars ($4,000,000), and such
preferred securities being designated the Floating Rate Cumulative Trust
Preferred Securities (the "Trust Preferred Securities");

     WHEREAS, as incentive for the Holders to purchase the Trust Preferred
Securities, the Guarantor desires irrevocably and unconditionally to agree, to
the extent set forth in this Trust Preferred Securities Guarantee, to pay to the
Holders of the Trust Preferred Securities the Guarantee Payments (as defined
herein) and to make certain other payments on the terms and conditions set forth
herein.

     NOW, THEREFORE, in consideration of the purchase by each Holder of Trust
Preferred Securities, which purchase the Guarantor hereby agrees shall benefit
the Guarantor, the Guarantor executes and delivers this Trust Preferred
Securities Guarantee for the benefit of the Holders.

                                   ARTICLE I

                         DEFINITIONS AND INTERPRETATION

     Section 1.1 Definitions and Interpretation.

          In this Trust Preferred Securities Guarantee, unless the context
     otherwise requires:

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

          (b) terms defined in the Trust Agreement as of the date of execution
     of this Trust Preferred Securities Guarantee have the same meaning when
     used in this Trust Preferred Securities Guarantee, unless otherwise defined
     in this Trust Preferred Securities Guarantee;

          (c) a term defined anywhere in this Trust Preferred Securities
     Guarantee has the same meaning throughout;

<PAGE>

          (d) all references to "the Trust Preferred Securities Guarantee" or
     "this Trust Preferred Securities Guarantee" are to this Trust Preferred
     Securities Guarantee as modified, supplemented or amended from time to
     time;

          (e) all references in this Trust Preferred Securities Guarantee to
     Articles and Sections are to Articles and Sections of this Trust Preferred
     Securities Guarantee, unless otherwise specified;

          (f) a term defined in the Trust Indenture Act (as defined below) has
     the same meaning when used in this Trust Preferred Securities Guarantee,
     unless otherwise defined in this Trust Preferred Securities Guarantee or
     unless the context otherwise requires; and

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

     "Affiliate" has the same meaning as given to that term in Rule 405 of the
Securities Act of 1933, as amended, or any successor rule thereunder.

     "Business Day" means any day other than a Saturday, Sunday, a day on which
federal or state banking institutions in Clayton, Missouri, Wilmington, Delaware
or Minneapolis, Minnesota are authorized or required by law, executive order or
regulation to close or a day on which the Corporate Trust Office of the Trust
Preferred Guarantee Trustee is closed for business.

     "Corporate Trust Office" means the office of the Trust Preferred Guarantee
Trustee at which the corporate trust business of the Trust Preferred Guarantee
Trustee shall, at any particular time, be principally administered, which office
at the date of execution of this Agreement is located at 919 Market Street,
Suite 700

Wilmington, Delaware 19801 , Attention: Corporate Trust Administration.

     "Covered Person" means any Holder or beneficial owner of Trust Preferred
Securities.

     "Debentures" means the Floating Rate Junior Subordinated Deferrable
Interest Debentures due June 30, 2032, of the Debenture Issuer held by the
Property Trustee (as defined in the Trust Agreement) on behalf of the Trust.

     "Debenture Issuer" means Enterprise Financial Services Corp., issuer of the
Debentures under the Indenture.

     "Event of Default" means a default by the Guarantor on any of its payment
or other obligations under this Trust Preferred Securities Guarantee.

     "Guarantee Payments" means the following payments or distributions, without
duplication, with respect to the Trust Preferred Securities, to the extent not
paid or made by the Trust: (i) any accumulated and unpaid Distributions (as
defined in the Trust Agreement) that are required to be paid on such Trust
Preferred Securities, to the extent the Trust shall have funds legally available
therefor, (ii) the redemption price, including all accumulated and unpaid
Distributions to the date of redemption (the "Redemption Price"), to the extent
the Trust has funds legally available therefor, with respect to any Trust
Preferred Securities called for

                                      -2-

<PAGE>

redemption by the Trust, and (iii) upon a voluntary or involuntary dissolution,
winding-up or termination of the Trust (other than in connection with the
distribution of Debentures to the Holders in exchange for Trust Preferred
Securities as provided in the Trust Agreement), the lesser of (a) the aggregate
of the liquidation amount and all accumulated and unpaid Distributions on the
Trust Preferred Securities to the date of payment, to the extent the Trust shall
have funds legally available therefor, and (b) the amount of assets of the Trust
remaining legally available for distribution to Holders in liquidation of the
Trust (the "Liquidation Distribution").

     "Holder" shall mean any holder, as registered on the books and records of
the Trust, of any Trust Preferred Securities; provided, however, that, in
determining whether the holders of the requisite percentage of Trust Preferred
Securities have given any request, notice, consent or waiver hereunder, "Holder"
shall not include the Guarantor or the Trust Preferred Guarantee Trustee;
provided, further, that the Trust Preferred Guarantee Trustee shall be protected
in acting on any such request, notice, consent or waiver unless a Responsible
Officer of the Trust Preferred Guarantee Trustee shall have actual knowledge
that the holder of such Trust Preferred Securities is the Guarantor.

     "Indemnified Person" means the Trust Preferred Guarantee Trustee, any
Affiliate of the Trust Preferred Guarantee Trustee, or any officers, directors,
shareholders, members, partners, employees, representatives, nominees,
custodians or agents of the Trust Preferred Guarantee Trustee.

     "Indenture" means the Indenture effective as of June 27, 2002, among the
Debenture Issuer and Wells Fargo Bank, National Association, as trustee, and any
indenture supplemental thereto pursuant to which certain subordinated debt
securities of the Debenture Issuer are to be issued to the Property Trustee on
behalf of the Trust.

     "Liquidation Amount" means the stated value of $1,000 per Trust Preferred
Security.

     "Liquidation Distribution" has the meaning provided therefor in the
definition of Guarantee Payments.

     "List of Holders" has the meaning provided therefor in Section 2.2(a)
hereof.

     "Majority in Liquidation Amount of the Trust Preferred Securities" means
the Holders of more than 50% of the Liquidation Amount of the Outstanding (as
defined in the Trust Agreement) Trust Preferred Securities.

     "Officers' Certificate" means, with respect to any Person, a certificate
signed by two authorized officers of such Person, at least one of whom shall be
the principal executive officer, principal financial officer, principal
accounting officer, treasurer or any vice president of such Person. Any
Officers' Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Preferred Securities Guarantee shall
include:

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

                                      -3-

<PAGE>

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

     "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.

     "Redemption Price" has the meaning provided therefor in the definition of
Guarantee Payments.

     "Responsible Officer" means, with respect to the Trust Preferred Guarantee
Trustee, any officer within the Corporate Trust Office of the Trust Preferred
Guarantee Trustee with direct responsibility for the administration of this
Trust Preferred Securities Guarantee, including any vice-president, any
assistant vice-president, any assistant secretary or other officer or assistant
officer of the Trust Preferred Guarantee Trustee customarily performing
functions similar to those performed by any of the Persons who at the time shall
be such officers, or to whom a corporate trust matter is referred because of
that officer's knowledge of and familiarity with the particular subject.

     "Securities Register" and "Securities Registrar" have the meanings provided
for each in the Trust Agreement.

     "Successor Trust Preferred Guarantee Trustee" means a successor Trust
Preferred Guarantee Trustee possessing the qualifications to act as Trust
Preferred Guarantee Trustee under Section 4.1 hereof.

     "Trust Agreement" has the meaning provided therefor in the Recitals hereof.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 or any
successor statute thereto, in each case as amended from time to time.

     "Trust Preferred Guarantee Trustee" means Wells Fargo Bank, National
Association, in its capacity as trustee under this Trust Preferred Securities
Guarantee until a Successor Trust Preferred Guarantee Trustee has been appointed
and has accepted such appointment pursuant to the terms of this Trust Preferred
Securities Guarantee and thereafter means each such Successor Trust Preferred
Guarantee Trustee.

                                      -4-

<PAGE>

                                   ARTICLE II

                               TRUST INDENTURE ACT

     Section 2.1 Indenture Act; Application.

          (a) Unless and until the Indenture is required to be qualified under
     the Trust Indenture Act so that the provisions thereof are applicable (i)
     the provisions of the Trust Indenture Act do not apply to this Trust
     Preferred Securities Guarantee and are not given effect; and (ii)
     notwithstanding any other provision set forth herein, the Trust Preferred
     Guarantee Trustee shall not be liable for its own simple negligence, but
     shall only be liable for its own gross negligence.

          (b) If and to the extent that any provision of this Trust Preferred
     Securities Guarantee limits, qualifies or conflicts with the duties imposed
     by Section 310 to 317, inclusive, of the Trust Indenture Act, and the
     Indenture is then required to be qualified under the Trust Indenture Act so
     that the provisions thereof are applicable, such imposed duties shall
     control.

     Section 2.2 Lists of Holders of Securities.

          (a) In the event the Trust Preferred Guarantee Trustee is not also the
     Securities Registrar, the Guarantor shall provide the Trust Preferred
     Guarantee Trustee with a list, in such form as the Trust Preferred
     Guarantee Trustee may reasonably require, of the names and addresses of the
     Holders ("List of Holders") as of the date (i) within five (5) Business
     Days after March 15, June 15, September 15 and December 15, and (ii) at any
     other time within 30 days of receipt by the Guarantor of a written request
     for a List of Holders as of a date no more than 15 days before such List of
     Holders is given to the Trust Preferred Guarantee Trustee; provided, that
     the Guarantor shall not be obligated to provide such List of Holders at any
     time the List of Holders does not differ from the most recent List of
     Holders given to the Trust Preferred Guarantee Trustee by the Guarantor.
     The Trust Preferred Guarantee Trustee may destroy any List of Holders
     previously given to it on receipt of a new List of Holders.

          (b) If applicable, the Trust Preferred Guarantee Trustee shall comply
     with its obligations under Sections 311(a), 311(b) and Section 312(b) of
     the Trust Indenture Act.

     Section 2.3 Reports by the Trust Preferred Guarantee Trustee.

          (a) On or before July 15 in each year in which any of the Trust
     Preferred Securities are Outstanding, the Trust Preferred Guarantee Trustee
     shall transmit by mail, first class postage prepaid, to the Holders, as
     their names and addresses appear upon the Securities Register, a brief
     report dated as of the preceding May 15, if and to the extent required
     under Section 313(a) of the Trust Indenture Act, if applicable (it being
     understood that no such report shall be required if none of the events set
     forth in Section 313(a) of the Trust Indenture Act has occurred during the
     period to which such report would relate).

                                      -5-

<PAGE>

          (b) The Trust Preferred Guarantee shall comply with Sections 313(b)
     and 313(c) of the Trust Indenture Act, if applicable.

          (c) A copy of each such report shall, at the time of such transmission
     to the Holders, be filed by the Trust Preferred Guarantee Trustee with the
     Company, with each stock exchange or applicable self-regulatory
     organization upon which any Trust Preferred Securities are listed (if so
     listed) and also with the Securities and Exchange Commission. The Company
     agrees to notify the Trust Preferred Guarantee Trustee when any Trust
     Preferred Securities become listed on any stock exchange or other
     applicable self-regulatory organization.

     Section 2.4 Reports to Trust Preferred Guarantee Trustee.

     If applicable, the Guarantor shall provide to the Trust Preferred Guarantee
Trustee such documents, reports and information as required by Section 314 (if
any) and the compliance certificate required by Section 314 of the Trust
Indenture Act in the form, in the manner and at the times required by Section
314 of the Trust Indenture Act.

     Section 2.5 Evidence of Compliance with Conditions Precedent.

     If applicable, the Guarantor shall provide to the Trust Preferred Guarantee
Trustee such evidence of compliance with any conditions precedent provided for
in this Trust Preferred Securities Guarantee that relate to any of the matters
set forth in Section 314(c) of the Trust Indenture Act. Any certificate or
opinion required to be given by an officer pursuant to Section 314(c)(1) of the
Trust Indenture Act may be given in the form of an Officers' Certificate.

     Section 2.6 Event of Default; Waiver.

     The Holders of a Majority in Liquidation Amount of Trust Preferred
Securities may, by vote, on behalf of the Holders of all of the Trust Preferred
Securities, waive any past Event of Default and its consequences. Upon such
waiver, any such Event of Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured, for every purpose of this
Trust Preferred Securities Guarantee, but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

     Section 2.7 Event of Default; Notice.

     The Trust Preferred Guarantee Trustee shall, within ninety (90) days after
the occurrence of an Event of Default, transmit by mail, first class postage
prepaid, to the Holders of the Trust Preferred Securities, notices of all Events
of Default actually known to a Responsible Officer of the Trust Preferred
Guarantee Trustee, unless such defaults have been cured before the giving of
such notice; provided, that, except in the case of a default by Guarantor on any
of its payment obligations, the Trust Preferred Guarantee Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of the directors and/or Responsible
Officers of the Trust Preferred Guarantee Trustee in good faith determines that
the withholding of such notice is in the interests of the Holders of the Trust
Preferred Securities.

                                      -6-

<PAGE>

     The Trust Preferred Guarantee Trustee shall not be deemed to have knowledge
of any Event of Default unless the Trust Preferred Guarantee Trustee shall have
received written notice of such Event of Default, or a Responsible Officer of
the Trust Preferred Guarantee Trustee charged with the administration of the
Trust Agreement shall have obtained actual knowledge of such Event of Default.

     Section 2.8 Conflicting Interests.

     The Trust Agreement shall be deemed to be specifically described in this
Trust Preferred Securities Guarantee for the purposes of clause (i) of the first
proviso contained in Section 310(b) of the Trust Indenture Act, if applicable.

                                  ARTICLE III

         POWERS, DUTIES AND RIGHTS OF TRUST PREFERRED GUARANTEE TRUSTEE

     Section 3.1 Powers and Duties of the Trust Preferred Guarantee Trustee.

          (a) This Trust Preferred Securities Guarantee shall be held by the
     Trust Preferred Guarantee Trustee for the benefit of the Holders of the
     Trust Preferred Securities, and the Trust Preferred Guarantee Trustee shall
     not transfer this Trust Preferred Securities Guarantee to any Person except
     a Holder of Trust Preferred Securities exercising his or her rights
     pursuant to Section 5.4(b) hereof or to a Successor Trust Preferred
     Guarantee Trustee on acceptance by such Successor Trust Preferred Guarantee
     Trustee of its appointment to act as Successor Trust Preferred Guarantee
     Trustee. The right, title and interest of the Trust Preferred Guarantee
     Trustee shall automatically vest in any Successor Trust Preferred Guarantee
     Trustee, and such vesting and cessation of title shall be effective whether
     or not conveyancing documents have been executed and delivered pursuant to
     the appointment of such Successor Trust Preferred Guarantee Trustee.

          (b) If an Event of Default actually known to a Responsible Officer of
     the Trust Preferred Guarantee Trustee has occurred and is continuing, the
     Trust Preferred Guarantee Trustee shall enforce this Trust Preferred
     Securities Guarantee for the benefit of the Holders of the Trust Preferred
     Securities.

          (c) The Trust Preferred Guarantee Trustee, before the occurrence of
     any Event of Default and after the curing of all Events of Default that may
     have occurred, shall undertake to perform only such duties as are
     specifically set forth in this Trust Preferred Securities Guarantee. In
     case an Event of Default has occurred (that has not been cured or waived
     pursuant to Section 2.6 hereof) and is actually known to a Responsible
     Officer of the Trust Preferred Guarantee Trustee, the Trust Preferred
     Guarantee Trustee shall exercise such of the rights and powers vested in it
     by this Trust Preferred Securities Guarantee, and use the same degree of
     care and skill in its exercise thereof, as a prudent person would exercise
     or use under the circumstances in the conduct of his or her own affairs. No
     implied covenants shall be read into the Trust Preferred Securities
     Guarantee against the Trust Preferred Guarantee Trustee.

                                      -7-

<PAGE>

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

          (i)  prior to the occurrence of any Event of Default and after the
               curing or waiving of all such Events of Default that may have
               occurred:

               (A)  the duties and obligations of the Trust Preferred Guarantee
                    Trustee shall be determined solely by the express provisions
                    of this Trust Preferred Securities Guarantee, and the Trust
                    Preferred Guarantee Trustee shall not be liable except for
                    the performance of such duties and obligations as are
                    specifically set forth in this Trust Preferred Securities
                    Guarantee, and no implied covenants or obligations shall be
                    read into this Trust Preferred Securities Guarantee against
                    the Trust Preferred Guarantee Trustee; and

               (B)  in the absence of bad faith on the part of the Trust
                    Preferred Guarantee Trustee, the Trust Preferred Guarantee
                    Trustee may conclusively rely, as to the truth of the
                    statements and the correctness of the opinions expressed
                    therein, upon any certificates or opinions furnished to the
                    Trust Preferred Guarantee Trustee and conforming to the
                    requirements of this Trust Preferred Securities Guarantee;
                    but in the case of any such certificates or opinions that by
                    any provision hereof are specifically required to be
                    furnished to the Trust Preferred Guarantee Trustee, the
                    Trust Preferred Guarantee Trustee shall be under a duty to
                    examine the same to determine in good faith whether or not
                    they conform to the requirements of this Trust Preferred
                    Securities Guarantee;

          (ii) the Trust Preferred Guarantee Trustee shall not be liable for any
               error of judgment made in good faith by a Responsible Officer of
               the Trust Preferred Guarantee Trustee, unless it shall be proved
               that the Trust Preferred Guarantee Trustee was negligent in
               ascertaining the pertinent facts upon which such judgment was
               made;

          (iii) the Trust Preferred Guarantee Trustee shall not be liable with
               respect to any action taken or omitted to be taken by it in good
               faith in accordance with the direction of the Holders of not less
               than a Majority in Liquidation Amount of the Trust Preferred
               Securities relating to the time, method and place of conducting
               any proceeding for any remedy available to the Trust Preferred
               Guarantee Trustee, or exercising any trust or power conferred
               upon the Trust Preferred Guarantee Trustee under this Trust
               Preferred Securities Guarantee; and

          (iv) no provision of this Trust Preferred Securities Guarantee shall
               require the Trust Preferred Guarantee Trustee to expend or risk
               its own funds or

                                      -8-

<PAGE>

               otherwise incur personal financial liability in the performance
               of any of its duties or in the exercise of any of its rights or
               powers, if the Trust Preferred Guarantee Trustee shall have
               reasonable grounds for believing that the repayment of such funds
               or liability is not reasonably assured to it under the terms of
               this Trust Preferred Securities Guarantee or indemnity,
               reasonably satisfactory to the Trust Preferred Guarantee Trustee,
               against such risk or liability is not reasonably assured to it.

     Section 3.2 Certain Rights of Trust Preferred Guarantee Trustee.

          (a)  Subject to the provisions of Section 3.1(d) hereof:

          (i)  The Trust Preferred Guarantee Trustee may conclusively rely, and
               shall be fully protected in acting or refraining from acting
               upon, any resolution, certificate, statement, instrument,
               opinion, report, notice, request, direction, consent, order,
               bond, debenture, note, other evidence of indebtedness or other
               paper or document reasonably believed by it to be genuine and to
               have been signed, sent or presented by the proper party or
               parties.

          (ii) Any direction or act of the Guarantor contemplated by this Trust
               Preferred Securities Guarantee shall be sufficiently evidenced by
               an Officers' Certificate.

          (iii) Whenever, in the administration of this Trust Preferred
               Securities Guarantee, the Trust Preferred Guarantee Trustee shall
               deem it desirable that a matter be proved or established before
               taking, suffering or omitting any action hereunder, the Trust
               Preferred Guarantee Trustee (unless other evidence is herein
               specifically prescribed) may, in the absence of bad faith on its
               part, request and conclusively rely upon an Officers' Certificate
               which, upon receipt of such request, shall be promptly delivered
               by the Guarantor.

          (iv) The Trust Preferred Guarantee Trustee shall have no duty to see
               to any recording, filing or registration of any instrument (or
               any rerecording, refiling or reregistration thereof).

          (v)  The Trust Preferred Guarantee Trustee may consult with counsel,
               and the written advice or opinion of such counsel with respect to
               legal matters shall be full and complete authorization and
               protection in respect of any action taken, suffered or omitted by
               it hereunder in good faith and in accordance with such advice or
               opinion. Such counsel may be counsel to the Guarantor or any of
               its Affiliates and may include any of its employees. The Trust
               Preferred Guarantee Trustee shall have the right at any time to
               seek instructions concerning the administration of this Trust
               Preferred Securities Guarantee from any court of competent
               jurisdiction.

                                      -9-

<PAGE>

          (vi) The Trust Preferred Guarantee Trustee shall be under no
               obligation to exercise any of the rights or powers vested in it
               by this Trust Preferred Securities Guarantee at the request or
               direction of any Holder, unless such Holder shall have provided
               to the Trust Preferred Guarantee Trustee such security and
               indemnity, reasonably satisfactory to the Trust Preferred
               Guarantee Trustee, against the costs, expenses (including
               reasonable attorneys' fees and expenses and the expenses of the
               Trust Preferred Guarantee Trustee's agents, nominees or
               custodians) and liabilities that might be incurred by it in
               complying with such request or direction, including such
               reasonable advances as may be requested by the Trust Preferred
               Guarantee Trustee; provided that, nothing contained in this
               Section 3.2(a)(vi) shall be taken to relieve the Trust Preferred
               Guarantee Trustee, upon the occurrence and during the continuance
               of an Event of Default, of which the Trust Preferred Guarantee
               has actual knowledge, of its obligation to exercise the rights
               and powers vested in it by this Trust Preferred Securities
               Guarantee.

          (vii) The Trust Preferred Guarantee 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, direction, consent, order, bond, debenture,
               note, other evidence of indebtedness or other paper or document,
               but the Trust Preferred Guarantee Trustee, in its discretion, may
               make such further inquiry or investigation into such facts or
               matters as it may see fit.

          (viii) The Trust Preferred Guarantee Trustee may execute any of the
               trusts or powers hereunder or perform any duties hereunder either
               directly or by or through agents, nominees, custodians or
               attorneys, and the Trust Preferred Guarantee Trustee shall not be
               responsible for any misconduct or negligence on the part of any
               agent or attorney appointed with due care by it hereunder.

          (ix) Any action taken by the Trust Preferred Guarantee Trustee or its
               agents hereunder shall bind the Holders of the Trust Preferred
               Securities, and the signature of the Trust Preferred Guarantee
               Trustee or its agents alone shall be sufficient and effective to
               perform any such action. No third party shall be required to
               inquire as to the authority of the Trust Preferred Guarantee
               Trustee to so act or as to its compliance with any of the terms
               and provisions of this Trust Preferred Securities Guarantee, both
               of which shall be conclusively evidenced by the Trust Preferred
               Guarantee Trustee's or its agent's taking such action.

          (x)  Whenever in the administration of this Trust Preferred Securities
               Guarantee the Trust Preferred Guarantee Trustee shall deem it
               desirable to receive instructions with respect to enforcing any
               remedy or right or taking any other action hereunder, the Trust
               Preferred Guarantee Trustee (i) may request instructions from the
               Holders of a Majority in Liquidation

                                      -10-

<PAGE>

               Amount of the Trust Preferred Securities, (ii) may refrain from
               enforcing such remedy or right or taking such other action until
               such instructions are received, and (iii) shall be protected in
               conclusively relying on or acting in good faith in accordance
               with such instructions.

          (b) No provision of this Trust Preferred Securities Guarantee shall be
     deemed to impose any duty or obligation on the Trust Preferred Guarantee
     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 Trust Preferred Guarantee 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 Trust
     Preferred Guarantee Trustee shall be construed to be a duty.

     Section 3.3 Not Responsible for Recitals or Issuance of Guarantee.

     The recitals contained in this Guarantee shall be taken as the statements
of the Guarantor, and the Trust Preferred Guarantee Trustee does not assume any
responsibility for their correctness. The Trust Preferred Guarantee Trustee
makes no representation as to the validity or sufficiency of this Trust
Preferred Securities Guarantee.

                                   ARTICLE IV

                        TRUST PREFERRED GUARANTEE TRUSTEE

     Section 4.1 Trust Preferred Guarantee Trustee; Eligibility.

          (a) There shall at all times be a Trust Preferred Guarantee Trustee
     which shall:

          (i)  not be an Affiliate of the Guarantor; and

          (ii) be an entity organized and doing business under the laws of the
               United States of America or any State or Territory thereof or of
               the District of Columbia, or a Person permitted by the Securities
               and Exchange Commission to act as a resident trustee under the
               Trust Indenture Act, authorized under such laws to exercise
               corporate trust powers, having a combined capital and surplus of
               at least $50,000,000, and subject to supervision or examination
               by applicable federal, state, territorial or District of Columbia
               authority. If such Person publishes reports of condition at least
               annually, pursuant to law or to the requirements of its
               supervising or examining authority referred to above, then, for
               the purposes of this Section 4.1(a)(ii), the combined capital and
               surplus of such Person shall be deemed to be its combined capital
               and surplus as set forth in its most recent report of condition
               so published.

                                      -11-

<PAGE>

          (b) If at any time the Trust Preferred Guarantee Trustee shall cease
     to be eligible to so act under Section 4.1(a), the Trust Preferred
     Guarantee Trustee shall immediately resign in the manner and with the
     effect set out in Section 4.2(c).

          (c) If the Trust Preferred Guarantee Trustee has or shall acquire any
     "conflicting interest" within the meaning of Section 310(b) of the Trust
     Indenture Act and the provisions of the Trust Indenture Act are then
     applicable, the Trust Preferred Guarantee Trustee and Guarantor shall in
     all respects comply with the provisions of Section 310(b) of the Trust
     Indenture Act.

     Section 4.2 Appointment, Removal and Resignation of Trust Preferred
Guarantee Trustees.

          (a) Subject to Section 4.2(b), the Trust Preferred Guarantee Trustee
     may be appointed or removed without cause at any time by the Guarantor.

          (b) The Trust Preferred Guarantee Trustee shall not be removed in
     accordance with Section 4.2(a) until a Successor Trust Preferred Guarantee
     Trustee has been appointed and has accepted such appointment by written
     instrument executed by such Successor Trust Preferred Guarantee Trustee and
     delivered to the Guarantor and the Trust Preferred Guarantee Trustee.

          (c) The Trust Preferred Guarantee Trustee appointed to office shall
     hold office until a Successor Trust Preferred Guarantee Trustee shall have
     been appointed or until its removal or resignation. The Trust Preferred
     Guarantee Trustee may at any time resign from office (without need for
     prior or subsequent accounting) by an instrument in writing executed by the
     Trust Preferred Guarantee Trustee and delivered to the Guarantor, which
     resignation shall not take effect until a Successor Trust Preferred
     Guarantee Trustee has been appointed and has accepted such appointment by
     instrument in writing executed by such Successor Trust Preferred Guarantee
     Trustee and delivered to the Guarantor and the resigning Trust Preferred
     Guarantee Trustee.

          (d) If no Successor Trust Preferred Guarantee Trustee shall have been
     appointed and accepted appointment as provided in this Section 4.2 within
     60 days after delivery to the Guarantor of an instrument of resignation,
     the resigning Trust Preferred Guarantee Trustee may petition any court of
     competent jurisdiction for appointment of a Successor Trust Preferred
     Guarantee Trustee. Such court may thereupon, after prescribing such notice,
     if any, as it may deem proper, appoint a Successor Trust Preferred
     Guarantee Trustee.

          (e) No Trust Preferred Guarantee Trustee shall be liable for the acts
     or omissions to act of any Successor Trust Preferred Guarantee Trustee.

          (f) Upon termination of this Trust Preferred Securities Guarantee or
     removal or resignation of the Trust Preferred Guarantee Trustee pursuant to
     this Section 4.2, the Guarantor shall pay to the Trust Preferred Guarantee
     Trustee all documented fees and expenses accrued to the date of such
     termination, removal or resignation.

                                      -12-

<PAGE>

                                    ARTICLE V

                                    GUARANTEE

     Section 5.1 Guarantee.

     The Guarantor irrevocably and unconditionally agrees to cause the Trust to
pay in full to the Holders the Guarantee Payments to the extent the Trust has
funds legally available therefor (without duplication of amounts theretofore
paid by the Trust), as and when due, regardless of any defense, right of set-off
or counterclaim that the Trust may have or assert.

     Section 5.2 Waiver of Notice and Demand.

     The Guarantor hereby waives notice of acceptance of this Trust Preferred
Securities Guarantee and of any liability to which it applies or may apply,
presentment, demand for payment, any right to require a proceeding first against
the Trust or any other Person before proceeding against the Guarantor, protest,
notice of nonpayment, notice of dishonor, notice of redemption and all other
notices and demands.

     Section 5.3 Obligations not Affected.

     The obligations, covenants, agreements and duties of the Guarantor under
this Trust Preferred Securities Guarantee shall in no way be affected or
impaired by reason of the happening from time to time of any of the following:

          (a) the release or waiver, by operation of law or otherwise, of the
     performance or observance by the Trust of any express or implied agreement,
     covenant, term or condition relating to the Trust Preferred Securities to
     be performed or observed by the Trust;

          (b) the extension of time for the payment by the Trust of all or any
     portion of the Distributions, Redemption Price, Liquidation Distribution or
     any other sums payable under the terms of the Trust Preferred Securities or
     the extension of time for the performance of any other obligation under,
     arising out of, or in connection with, the Trust Preferred Securities
     (other than an extension of time for payment of Distributions, Redemption
     Price, Liquidation Distribution or other sum payable that results from the
     extension of any interest payment period on the Debentures permitted by the
     Indenture);

          (c) any failure, omission, delay or lack of diligence on the part of
     the Holders to enforce, assert or exercise any right, privilege, power or
     remedy conferred on the Holders pursuant to the terms of the Trust
     Preferred Securities, or any action on the part of the Trust granting
     indulgence or extension of any kind;

          (d) the voluntary or involuntary liquidation, dissolution, sale of any
     collateral, receivership, insolvency, bankruptcy, assignment for the
     benefit of creditors, reorganization, arrangement, composition or
     readjustment of debt of, or other similar proceedings affecting, the Trust
     or any of the assets of the Trust;

                                      -13-

<PAGE>

          (e) any invalidity of, or defect or deficiency in, the Trust Preferred
     Securities;

          (f) any failure or omission to receive any regulatory approval or
     consent required in connection with the Trust Preferred Securities (or the
     common equity securities issued by the Trust), including the failure to
     receive any approval of the Board of Governors of the Federal Reserve
     System required for the redemption of the Trust Preferred Securities;

          (g) the settlement or compromise of any obligation guaranteed hereby
     or hereby incurred; or

          (h) any other circumstance whatsoever that might otherwise constitute
     a legal or equitable discharge or defense of a guarantor, it being the
     intent of this Section 5.3 that the obligations of the Guarantor hereunder
     shall be absolute and unconditional under any and all circumstances.

     There shall be no obligation of the Holders to give notice to, or obtain
consent of, the Guarantor with respect to the happening of any of the foregoing.

     Section 5.4 Rights of Holders.

          (a) Subject to Section 5.4(b), the Holders of a Majority in
     Liquidation Amount of the Trust Preferred Securities have the right to
     direct the time, method and place of conducting of any proceeding for any
     remedy available to the Trust Preferred Guarantee Trustee in respect of
     this Trust Preferred Securities Guarantee or exercising any trust or power
     conferred upon the Trust Preferred Guarantee Trustee under this Trust
     Preferred Securities Guarantee.

          (b) Any Holder of Trust Preferred Securities may institute and
     prosecute a legal proceeding directly against the Guarantor to enforce its
     rights under this Trust Preferred Securities Guarantee, without first
     instituting and prosecuting a legal proceeding against the Trust, the Trust
     Preferred Guarantee Trustee or any other Person.

     Section 5.5 Guarantee of Payment.

     This Trust Preferred Securities Guarantee creates a guarantee of payment
and not of collection.

     Section 5.6 Subrogation.

     The Guarantor shall be subrogated to all (if any) rights of the Holders
against the Trust in respect of any amounts paid to such Holders by the
Guarantor under this Trust Preferred Securities Guarantee; provided, however,
that the Guarantor shall not (except to the extent required by mandatory
provisions of law) be entitled to enforce or exercise any right that it may
acquire by way of subrogation or any indemnity, reimbursement or other
agreement, in all cases as a result of payment under this Trust Preferred
Securities Guarantee, if, at the time of any such payment, any amounts are due
and unpaid under this Trust Preferred Securities Guarantee. If any

                                      -14-

<PAGE>

amount shall be paid to the Guarantor in violation of the preceding sentence,
the Guarantor agrees to hold such amount in trust for the Holders and to pay
over such amount to the Holders.

     Section 5.7 Independent Obligations.

     The Guarantor acknowledges that its obligations hereunder are independent
of the obligations of the Trust with respect to the Trust Preferred Securities,
and that the Guarantor shall be liable as principal and as debtor hereunder to
make Guarantee Payments pursuant to the terms of this Trust Preferred Securities
Guarantee notwithstanding the occurrence of any event referred to in subsections
(a) through (h), inclusive, of Section 5.3 hereof.

                                   ARTICLE VI

                    LIMITATION OF TRANSACTIONS; SUBORDINATION

     Section 6.1 Limitation of Transactions.

     So long as any of the Trust Preferred Securities remain outstanding, if
there shall have occurred an Event of Default under this Trust Preferred
Securities Guarantee, an event of default under the Indenture, an event of
default under the Trust Agreement or during an Extended Interest Payment Period
(as defined in the Indenture), then

          (a) the Guarantor shall not, and will not permit any Subsidiary to,
     declare or pay any dividends on, make any distributions with respect to, or
     redeem, purchase, acquire or make a liquidation payment with respect to,
     any of its capital stock (other than (1) dividends or distributions in
     shares of, or options, warrants or rights to subscribe for or purchase
     shares of, common stock of the Guarantor or such Subsidiary, (2) any
     declaration of a dividend in connection with the implementation of a
     shareholder's rights plan, or the issuance of stock under any such plan in
     the future, or the redemption or repurchase of any such rights pursuant
     thereto, (3) purchases of common stock of the Guarantor related to the
     issuance of such common stock under any of the Guarantor's employee benefit
     plans for its directors, officers or employees, (4) as a result of a
     reclassification of any class or series of the Guarantor's capital stock
     solely into another class or series of the Guarantor's capital stock, or
     (5) declarations or payments of dividends or distributions payable by a
     Subsidiary of the Guarantor to the Guarantor or any of its Subsidiaries);

          (b) the Guarantor shall not, and will not permit any Subsidiary to,
     make any payment of interest, principal or premium, if any, or repay,
     repurchase or redeem any debt securities issued by the Guarantor which rank
     pari passu with or junior to the Debentures;

          (c) the Guarantor shall not make any guarantee payments with respect
     to any guarantee by the Guarantor of the debt securities of any Subsidiary
     of the Guarantor if such guarantee ranks pari passu with or junior in
     interest to the Debentures; provided, however, that the Guarantor may make
     payments pursuant to its obligations under the Trust Preferred Securities
     Guarantee; and

                                      -15-

<PAGE>

          (d) the Guarantor shall not redeem, purchase or acquire less than all
     of the Outstanding (as defined in the Indenture) Debentures or any of the
     Trust Preferred Securities.

     Section 6.2 Ranking.

     This Trust Preferred Securities Guarantee will constitute an unsecured
obligation of the Guarantor and will rank subordinate and junior in right of
payment to all Senior Debt, Subordinated Debt and Additional Senior Obligations,
each as defined in the Indenture, of the Guarantor, to the extent and in the
manner set forth in the Indenture, and the applicable provisions of the
Indenture will apply, in all relevant respects, to the obligations of the
Guarantor hereunder.

                                   ARTICLE VII

                                   TERMINATION

     Section 7.1 Termination.

     This Trust Preferred Securities Guarantee shall terminate (a) upon full
payment of the Redemption Price of all Trust Preferred Securities, (b) upon full
payment of the amounts payable in accordance with the Trust Agreement upon
dissolution and liquidation of the Trust, or (c) upon distribution of the
Debentures to the Holders of the Trust Preferred Securities. Notwithstanding the
foregoing, this Trust Preferred Securities Guarantee shall continue to be
effective or shall be reinstated, as the case may be, if at any time any Holder
of Trust Preferred Securities must restore payment of any sums paid under the
Trust Preferred Securities or under this Trust Preferred Securities Guarantee.

                                  ARTICLE VIII

                                 INDEMNIFICATION

     Section 8.1 Exculpation.

          (a) No Indemnified Person shall be liable, responsible or accountable
     in damages or otherwise to the Guarantor 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 in accordance with this
     Trust Preferred Securities Guarantee and in a manner that such Indemnified
     Person reasonably believed to be within the scope of the authority
     conferred on such Indemnified Person by this Trust Preferred Securities
     Guarantee 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 Guarantor and upon such information,
     opinions, reports or statements presented to the Guarantor or the
     Indemnified Person by any Person as to matters the Indemnified Person
     reasonably believes are within such other Person's

                                      -16-

<PAGE>

     professional or expert competence and who the Indemnified Person reasonably
     believes has been selected with reasonable care by or on behalf of the
     Guarantor, 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 Trust Preferred Securities might properly be
     paid.

     Section 8.2 Indemnification.

     The Guarantor agrees to indemnify each Indemnified Person for, and to hold
each Indemnified Person harmless against, any loss, liability or expense
incurred without negligence or willful misconduct on its part, arising out of or
in connection with this Trust Preferred Securities Guarantee and the acceptance
or administration of the trust or trusts hereunder, including the costs and
expenses (including reasonable legal fees and expenses) of defending itself
against, or investigating, any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder, except as may
be otherwise prohibited by applicable law or regulation. The obligation to
indemnify as set forth in this Section 8.2 shall survive the termination of this
Trust Preferred Securities Guarantee.

                                   ARTICLE IX

                                  MISCELLANEOUS

     Section 9.1 Successors and Assigns.

     All guarantees and agreements contained in this Trust Preferred Securities
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Guarantor and shall inure to the benefit of the Holders
of the Trust Preferred Securities then outstanding.

     Section 9.2 Amendments.

     Except with respect to any changes that do not materially adversely affect
the rights of Holders (in which case no consent of Holders will be required),
this Trust Preferred Securities Guarantee may only be amended by the Guarantor
with the prior approval of the Holders of at least a Majority in Liquidation
Amount of the Trust Preferred Securities. The provisions of Article VI of the
Trust Agreement with respect to meetings of Holders apply to the giving of such
approval. Prior to the execution of any amendment to this Trust Preferred
Securities Guarantee, the Trust Preferred Guarantee Trustee shall be entitled to
receive and conclusively rely on an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Trust Preferred
Securities Guarantee and that all conditions precedent to such execution and
delivery have been satisfied. The Trust Preferred Guarantee Trustee may, but
shall not be obligated to, enter into any such amendment which affects the Trust
Preferred Guarantee Trustee's rights, duties or immunities under this Trust
Preferred Securities Guarantee, provided, however, that no such amendment shall
be effective without the consent of the Trust Preferred Guarantee Trustee.

                                      -17-

<PAGE>

     Section 9.3 Notices.

     All notices provided for in this Trust Preferred Securities Guarantee shall
be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by registered or certified mail, as follows:

          (a) If given to the Trust Preferred Guarantee Trustee, at the Trust
     Preferred Guarantee Trustee's mailing address set forth below (or such
     other address as the Trust Preferred Guarantee Trustee may give notice of
     to the Holders of the Trust Preferred Securities and the Guarantor):

                           Wells Fargo Bank, National Association

                           919 Market Street, Suite 700

                           Wilmington, Delaware 19801

                           Attention:  Corporate Trust Administration

          (b) If given to the Guarantor, at the Guarantor's mailing address set
     forth below (or such other address as the Guarantor may give notice of to
     the Holders of the Trust Preferred Securities and the Trust Preferred
     Guarantee Trustee):

                           Enterprise Financial Services Corp.

                           1281 N. Warson Road

                           St. Louis, MO 63132

                           Attention: Chief Executive Officer

          (c) If given to any Holder of Trust Preferred Securities, 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 9.4 Benefit.

     This Trust Preferred Securities Guarantee is solely for the benefit of the
Holders of the Trust Preferred Securities and the Trust Preferred Guarantee
Trustee and, subject to Section 3.1(a) and Section 4.2 hereof, as applicable is
not separately transferable from the Trust Preferred Securities.

     Section 9.5 Governing Law.

     THIS TRUST PREFERRED SECURITIES GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF Delaware
WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.

                                      -18-

<PAGE>

ANY ACTION OR PROCEEDING ARISING OUT OF THIS GUARANTEE, AS SUPPLEMENTED OR
AMENDED, IN ANY WAY SHALL BE BROUGHT AND ENFORCED EXCLUSIVELY IN THE APPLICABLE
UNITED STATES DISTRICT COURT FOR THE STATE OF Delaware, OR IN THE EVENT SUCH
COURT LACKS JURISDICTION, IN THE APPLICABLE Delaware STATE DISTRICT COURT.

                  [Remainder of Page Intentionally Left Blank]

                                      -19-

<PAGE>

     IN WITNESS WHEREOF, this Trust Preferred Securities Guarantee is dated as
set forth below and effective as of June 27, 2002.

                                      Enterprise Financial Services Corp., as
                                      Guarantor


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


                                      Wells Fargo Bank, National Association, a
                                      Trust Preferred Guarantee Trustee


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

       [Signature Page to Trust Preferred Securities Guarantee Agreement]

                                            -20-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11.1
<SEQUENCE>7
<FILENAME>dex111.txt
<DESCRIPTION>STATEMENT RE: CALCULATION OF EARNINGS PER SHARE
<TEXT>
<PAGE>



                                  Exhibit 11.1
              Statement Regarding Calculation of Earnings Per Share

<TABLE>
<CAPTION>
                                               Basic        Diluted
                                                EPS           EPS
                                               number       number        Net       Basic   Diluted
                                             of shares    of shares      Income      EPS      EPS
                                             ------------------------------------------------------
<S>                                           <C>         <C>          <C>          <C>      <C>
3 months ended June 30, 2001                  9,178,233    9,611,136   $1,135,237   $0.12    $0.12
3 months ended June 30, 2002                  9,399,560    9,575,650   $1,449,242   $0.15    $0.15

3 months ended June 30, 2001                    Basic                    Diluted
                                              ---------                ----------
Average Shares Outstanding                    9,178,233                 9,178,233
Options - Plan 2                                             157,585
Average Option Price                                      $     2.63
Total Exercise Cost                                       $  414,449
Shares Repurchased                                            32,867
Net Shares from Option - Plan 2                                           124,718
Options - Plan 3                                             560,833
Average Option Price                                      $     6.60
Total Exercise Cost                                       $3,701,498
Shares Repurchased                                           293,537
Net Shares from Option - Plan 3                                           267,296
Options - Plan 4                                             179,093
Average Option Price                                      $    14.96
Total Exercise Cost                                       $2,679,231
Shares Repurchased                                           212,469
Net Shares from Option - Plan 4                                                --
Options - EFA Non-qualified                                   85,500
Average Option Price                                      $    10.19
Total Exercise Cost                                       $  871,245
Shares Repurchased                                            69,092
Net Shares from Option - EFA Non-qualified                                 16,408
Options - CGB Qualified                                       66,715
Average Option Price                                      $    10.25
Total Exercise Cost                                       $  683,829
Shares Repurchased                                            54,229
Net Shares from Option - CGB Qualified                                     12,486
Options - CGB Non-Qualified                                   73,427
Average Option Price                                      $    10.55
Total Exercise Cost                                       $  774,655
Shares Repurchased                                            61,432
Net Shares from Option - CGB Non-Qualified                                 11,995
                                              ---------                ----------
Gross Shares                                  9,178,233                 9,611,136
Price                                                     $    12.61
</TABLE>

<PAGE>

                            Exhibit 11.1 (continued)
              Statement Regarding Calculation of Earnings Per Share

3 months ended June 30, 2002                   Basic                    Diluted
                                              ---------                ---------
Average Shares Outstanding                    9,399,560                9,399,560
Options - Plan 2                                              57,749
Average Option Price                                      $     3.14
Total Exercise Cost                                       $  181,332
Shares Repurchased                                            18,133
Net Shares from Option - Plan 2                                           39,616
Options - Plan 3                                             444,540
Average Option Price                                      $     6.93
Total Exercise Cost                                       $3,080,662
Shares Repurchased                                           308,066
Net Shares from Option - Plan 3                                          136,474
Options - Plan 4                                             423,435
Average Option Price                                      $    12.93
Total Exercise Cost                                       $5,475,015
Shares Repurchased                                           547,501
Net Shares from Option - Plan 4                                              --
Options - EFA Non-qualified                                   85,500
Average Option Price                                      $    10.19
Total Exercise Cost                                       $  871,245
Shares Repurchased                                            87,125
Net Shares from Option - EFA Non-qualified                                    --
Options - CGB Qualified                                       44,253
Average Option Price                                      $    10.71
Total Exercise Cost                                       $  473,950
Shares Repurchased                                            47,395
Net Shares from Option - CGB Qualified                                        --
Options - CGB Non-Qualified                                   32,372
Average Option Price                                      $    11.04
Total Exercise Cost                                       $  357,387
Shares Repurchased                                            35,739
Net Shares from Option - CGB Non-Qualified                                    --
                                              ---------                ---------
Gross Shares                                  9,399,560                9,575,650
Price                                                     $    10.00

<PAGE>

                            Exhibit 11.1 (continued)
              Statement Regarding Calculation of Earnings Per Share

<TABLE>
<CAPTION>
                                               Basic        Diluted
                                             EPS number   EPS number       Net      Basic   Diluted
                                              of shares    of shares     Income      EPS      EPS
                                             ------------------------------------------------------
<S>                                           <C>         <C>          <C>          <C>      <C>
6 months ended June 30, 2001                  9,147,928    9,630,369   $2,295,289   $0.25    $0.24
6 months ended June 30, 2002                  9,349,433    9,576,225   $2,320,600   $0.25    $0.24

6 months ended June 30, 2001                    Basic                    Diluted
                                              ---------                ----------
Average Shares Outstanding                    9,147,928                 9,147,928
Options - Plan 2                                             166,078
Average Option Price                                      $     2.61
Total Exercise Cost                                       $  433,464
Shares Repurchased                                            31,990
Net Shares from Option - Plan 2                                           134,088
Options - Plan 3                                             564,652
Average Option Price                                      $     6.58
Total Exercise Cost                                       $3,715,410
Shares Repurchased                                           274,200
Net Shares from Option - Plan 3                                           290,452
Options - Plan 4                                             172,927
Average Option Price                                      $    15.00
Total Exercise Cost                                       $2,593,905
Shares Repurchased                                           191,432
Net Shares from Option - Plan 4                                                --
Options - EFA Non-qualified                                   85,500
Average Option Price                                      $    10.19
Total Exercise Cost                                       $  871,245
Shares Repurchased                                            64,299
Net Shares from Option - EFA Non-qualified                                 21,201
Options - CGB Qualified                                       80,905
Average Option Price                                      $    10.17
Total Exercise Cost                                       $  822,804
Shares Repurchased                                            60,724
Net Shares from Option - CGB Qualified                                     20,181
Options - CGB Non-Qualified                                   75,113
Average Option Price                                      $    10.57
Total Exercise Cost                                       $  793,944
Shares Repurchased                                            58,594
Net Shares from Option - CGB Non-Qualified                                 16,519
                                              ---------                ----------
Gross Shares                                  9,147,928                 9,630,369
Price                                                     $    13.55
</TABLE>

<PAGE>

                            Exhibit 11.1 (continued)
             Statement Regarding Calculation of Earnings Per Share

6 months ended June 30, 2002                    Basic                   Diluted
                                              ---------                ---------
Average Shares Outstanding                    9,349,433                9,349,433
Options - Plan 2                                              99,775
Average Option Price                                      $     2.80
Total Exercise Cost                                       $  279,370
Shares Repurchased                                            26,914
Net Shares from Option - Plan 2                                           72,861
Options - Plan 3                                             454,470
Average Option Price                                      $     6.90
Total Exercise Cost                                       $3,135,843
Shares Repurchased                                           302,104
Net Shares from Option - Plan 3                                          152,366
Options - Plan 4                                             424,380
Average Option Price                                      $    12.98
Total Exercise Cost                                       $5,508,452
Shares Repurchased                                           530,679
Net Shares from Option - Plan 4                                               --
Options - EFA Non-qualified                                   85,500
Average Option Price                                      $    10.19
Total Exercise Cost                                       $  871,245
Shares Repurchased                                            83,935
Net Shares from Option - EFA Non-qualified                                 1,565
Options - CGB Qualified                                       49,150
Average Option Price                                      $    10.71
Total Exercise Cost                                       $  526,397
Shares Repurchased                                            50,713
Net Shares from Option - CGB Qualified                                        --
Options - CGB Non-Qualified                                   45,069
Average Option Price                                      $    10.86
Total Exercise Cost                                       $  489,449
Shares Repurchased                                            47,153
Net Shares from Option - CGB Non-Qualified                                    --
                                              ---------                ---------
Gross Shares                                  9,349,433                9,576,225
Price                                                     $    10.38

</TEXT>
</DOCUMENT>
</SUBMISSION>
