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                                                                    EXHIBIT 4.2

                                PLEDGE AGREEMENT

                  PLEDGE AGREEMENT dated as of March 5, 2002, among AMERICAN
COUNTRY HOLDINGS INC., a Delaware corporation (the "PLEDGOR") and THE NORTHERN
TRUST COMPANY, an Illinois banking corporation (the "LENDER")

                              W I T N E S S E T H:

                  WHEREAS, pursuant to an Amended and Restated Credit Agreement,
as amended (as so amended, the "CREDIT AGREEMENT"), the Lender has extended
commitments to make Loans to the Pledgor;

                  WHEREAS, the Borrower has requested an amendment to the Credit
Agreement;

                  WHEREAS, as a condition precedent to such amendment, the
Pledgor is required to execute and deliver this Pledge Agreement;

                  WHEREAS, the Pledgor has duly authorized the execution,
delivery and performance of this Pledge Agreement; and

                  WHEREAS, the Pledgor is the legal and beneficial owner of the
shares of stock (such shares of stock, together with shares of stock described
in SECTION 2(b), the "PLEDGED SHARES") described on SCHEDULE I hereto and issued
by the corporations named therein (each an "ISSUER" and collectively, the
"ISSUERS"), which Pledged Shares constitute the percentage of all the issued and
outstanding shares of capital stock of such companies identified on such
SCHEDULE I.

                  NOW, THEREFORE, for good and valuable consideration the
receipt of which is hereby acknowledged, and in order to induce the Lender to
make Loans to the Borrower pursuant to the Credit Agreement, the Pledgor agrees,
for the benefit of the Lender, as follows:

                  1.       DEFINED TERMS. (a) Unless otherwise defined herein,
terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement.

                  (b)      As used herein, the term "Obligations" means the
         collective reference to all obligations of the Pledgor, howsoever
         created, arising or evidenced to the Lender, whether direct or
         indirect, absolute or contingent, due or to become due, now existing or
         hereafter incurred, that may arise under, out of, or in connection
         with, the Credit Agreement or any other documents made, delivered or
         given in connection therewith, whether on account of principal,
         interest, reimbursement obligations, fees, indemnities, costs, expenses
         or otherwise (including, without limitation, all fees and disbursements
         of counsel to the Lender that are required to be paid by the Pledgor
         pursuant to the terms of the Credit Agreement or any other Loan
         Document).

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                  (c)      The words "hereof," "herein" and "hereunder" and
         words of similar import when used in this Pledge Agreement shall refer
         to this Pledge Agreement as a whole and not to any particular provision
         of this Pledge Agreement, and Section references are to Sections of
         this Pledge Agreement unless otherwise specified.

                  (d)      The meanings given to terms defined herein shall be
         equally applicable to both the singular and plural forms of such terms.

                  2.       GRANT OF SECURITY. The Pledgor hereby transfers,
assigns and pledges to the Lender, and hereby grants to the Lender, a continuing
security interest in, the following, whether now owned or existing or hereafter
acquired or existing (collectively, the "COLLATERAL"):

                  (a)      the Pledged Shares and the certificates representing
         the Pledged Shares and any interest of the Pledgor in the entries on
         the books of any financial intermediary pertaining to the Pledged
         Shares, and all dividends, cash, warrants, rights, securities,
         instruments and other property or proceeds from time to time received,
         receivable or otherwise distributed in respect of or in exchange for
         any or all of the Pledged Shares;

                  (b)      all additional shares of stock of any of the Issuers
         listed in Schedule I hereto at any time and from time to time acquired
         by the Pledgor in any manner, all of the certificates representing such
         additional shares, and all cash, securities, dividends, rights and
         other property at any time and from time to time received, receivable
         or otherwise distributed in respect of or in exchange for any or all of
         such shares;

                  (c)      all other property hereafter delivered by the Pledgor
         to the Lender in substitution for or in addition to any of the
         foregoing, all certificates and instruments representing or evidencing
         such property, and all cash, securities, interest, dividends, rights
         and other property at any time and from time to time received,
         receivable or otherwise distributed in respect of or in exchange for
         any or all thereof; and

                  (d)      to the extent not covered by clauses (a) through (c)
         above, respectively, all products and proceeds of any or all of the
         foregoing Collateral. For purposes of this Pledge Agreement, the term
         "proceeds" includes, without limitation, whatever is receivable or
         received when Collateral or proceeds are sold, exchanged, collected or
         otherwise disposed of, whether such disposition is voluntary or
         involuntary.

                  3.       SECURITY FOR OBLIGATIONS. This Pledge Agreement
secures the payment of all Obligations of the Pledgor. Without limiting the
generality of the foregoing, this Pledge Agreement secures the payment of all
amounts that constitute part of the Obligations and would be owed by the Pledgor
to the Lender under the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy,
reorganization or similar proceeding involving the Pledgor.

                  4.       DELIVERY OF THE COLLATERAL. All certificates or
instruments, if any, representing or evidencing the Collateral shall be promptly
delivered to and held by or on behalf of the Lender pursuant hereto and shall be
in suitable form for transfer by delivery, or shall be accompanied by duly
executed instruments of transfer or assignment in blank, all in form and
substance reasonably satisfactory to the Lender. The Lender shall have the
right, at any time after

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the occurrence and during the continuance of an Event of Default and without
notice to the Pledgor, to transfer to or to register in the name of the Lender
or any of its nominees any or all of the Pledged Shares.

                  5.       REPRESENTATIONS AND WARRANTIES. The Pledgor
represents and warrants as follows:

                  (a)      The Pledged Shares set forth on Schedule I hereto
         represent on the date hereof all of the issued and outstanding capital
         stock of each Issuer.

                  (b)      The Pledgor is (or at the time of any future
         delivery, pledge, assignment or transfer thereof will be) the legal and
         beneficial owner of the Collateral, as indicated on SCHEDULE I, pledged
         or assigned by the Pledgor hereunder free and clear of any Lien, except
         for the Lien created by this Pledge Agreement.

                  (c)      As of the date of this Pledge Agreement, the Pledged
         Shares pledged by the Pledgor hereunder have been duly authorized and
         validly issued and are fully paid and non-assessable.

                  (d)      The execution and delivery by the Pledgor of this
         Pledge Agreement and the pledge of the Collateral pledged by the
         Pledgor hereunder pursuant hereto create a valid and perfected first
         priority security interest in the Collateral, securing the payment of
         the Obligations.

                  (e)      The Pledgor has full power, authority and legal right
         to pledge all the Collateral pledged by the Pledgor pursuant to this
         Pledge Agreement and will defend its and the Lender's title or interest
         thereto or therein (and in the proceeds thereof) against any and all
         Liens (other than the Lien of this Pledge Agreement), however arising,
         or any and all persons whomsoever.

                  (f)      The information contained on Schedule I hereto with
         respect to the Pledgor is true and accurate in all respects.

                  6.       FURTHER ASSURANCES. The Pledgor agrees that, so long
as any of the Obligations shall be outstanding, at the expense of the Pledgor,
it will (i) promptly execute and deliver all further instruments and documents,
and take all further action, that may be necessary, or that the Lender may
reasonably request, in order to grant a security interest in all equity
interests the Pledgor may hold directly from time to time in any Issuer and in
order to perfect and protect any pledge, assignment or security interest granted
or purported to be granted hereby or to enable the Lender to exercise and
enforce its rights and remedies hereunder with respect to any Collateral or such
equity interests and (ii) execute and deliver to the Lender such stock powers
and similar documents relating to Pledgor's Collateral and such equity
interests, satisfactory in form and substance to the Lender, as the Lender may
reasonably request.

                  7.       HOLDING IN NAME OF LENDER, ETC. The Lender may from
time to time after the occurrence and during the continuance of a Default,
without notice to the Pledgor, take all or any of the following actions: (a)
transfer all or any part of the Collateral into the name of the Lender or any
nominee or sub-agent for the Lender, with or without disclosing that such

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Collateral is subject to the Lien and security interest hereunder, (b) appoint
one or more sub-agents or nominees for the purpose of retaining physical
possession of the Collateral, (c) notify the parties obligated on any of the
Collateral to make payment to the Lender of any amount due or to become due
thereunder, (d) endorse any checks, drafts or other writings in the name of the
Pledgor to allow collection of the Collateral, (e) enforce collection of any of
the Collateral by suit or otherwise, and surrender, release or exchange all or
any part thereof, or compromise or renew for any period (whether or not longer
than the original period) any obligations of any nature of any party with
respect thereto, and (f) take control of any proceeds of the Collateral.

                  8.       VOTING RIGHTS: DIVIDENDS AND DISTRIBUTIONS: ETC.
Notwithstanding the provisions of SECTION 7, (a) so long as no Default shall
have occurred and be continuing:

                           (i)      The Pledgor shall be entitled to exercise
                  any and all voting and other consensual rights pertaining to
                  the Collateral or any part thereof for any purpose not
                  prohibited by the terms of this Pledge Agreement or the other
                  Loan Documents; PROVIDED, HOWEVER, that the Pledgor agrees
                  that it will not exercise any such right in any manner which
                  would have a material adverse effect on the value of the
                  Collateral.

                           (ii)     The Lender shall execute and deliver (or
                  cause to be executed and delivered) to the Pledgor all such
                  proxies and other instruments as such Pledgor may reasonably
                  request for the purpose of enabling the Pledgor to exercise
                  the voting and other rights that it is entitled to exercise
                  pursuant to PARAGRAPH (i) above.

                  (b)      Subject to PARAGRAPH (c) below, the Pledgor shall be
         entitled to receive and retain any and all lawful dividends payable in
         respect of the Collateral (except dividends payable in stock of the
         Issuer) if such dividends are permitted by the Credit Agreement, but
         all dividends and distributions in respect of the Collateral or any
         part thereof made in shares of stock or securities, whether resulting
         from a subdivision, combination or reclassification of Collateral or
         any part thereof or received in exchange for Collateral or any part
         thereof or as a result of any merger, consolidation, acquisition or
         other exchange of assets to which any Issuer may be a party or
         otherwise or as a result of any exercise of any stock purchase or
         subscription right, shall be and become part of the Collateral
         hereunder and, if received by the Pledgor, shall be forthwith delivered
         to the Lender in due form for transfer (i.e., endorsed in blank or
         accompanied by undated stock or bond powers executed in blank) to be
         held for the purposes of this Pledge Agreement.

                  (c)      Upon written notice to the Pledgor by the Lender
         following the occurrence and during the continuance of a Default, but
         subject to the terms of SECTION 25:

                           (i)      all rights of the Pledgor to exercise or
                  refrain from exercising the voting and other consensual rights
                  that it would otherwise be entitled to exercise pursuant to
                  SECTION 8(a)(i) shall cease, and all such rights shall
                  thereupon become vested in the Lender, which shall thereupon
                  have the sole right to exercise or refrain from exercising
                  such voting and other consensual rights during the continuance
                  of such Default;

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                           (ii)     all rights of the Pledgor to receive the
                  dividends, distributions and principal and interest payments
                  that the Pledgor would otherwise be authorized to receive and
                  retain pursuant to SECTION 8(b) shall cease, and all such
                  rights shall thereupon become vested in the Lender, which
                  shall thereupon have the sole right to receive and hold as
                  Collateral such dividends, distributions and principal and
                  interest payments during the continuance of such Default;

                           (iii)    all dividends, distributions and principal
                  and interest payments that are received by the Pledgor
                  contrary to the provisions of SECTION 8(b) shall be received
                  in trust for the benefit of the Lender, shall be segregated
                  from other funds of the Pledgor and shall forthwith be paid
                  over to the Lender as Collateral in the same form as so
                  received (with any necessary endorsements);

                           (iv)     any and all money and other property paid
                  over to or received by the Lender pursuant to this PARAGRAPH
                  (c) shall be retained by the Lender as additional Collateral
                  hereunder and applied in accordance with the provisions
                  hereof; and

in order to permit the Lender to receive all dividends, distributions and
principal and interest payments to which it may be entitled under SECTION 8(b)
above, to exercise the voting and other consensual rights that it may be
entitled to exercise pursuant to SECTION 8(c)(i) above, and to receive all
dividends, distributions and principal and interest payments that it may be
entitled to under SECTION 8(c)(ii) above, the Pledgor shall, if necessary, upon
written notice from the Lender, from time to time execute and deliver to the
Lender, appropriate proxies, dividend payment orders and other instruments as
the Lender may reasonably request.

                  9.       TRANSFERS AND OTHER LIENS: ADDITIONAL COLLATERAL:
ETC. So long as any of the Obligations shall be outstanding, Pledgor shall not
(i) sell, assign, exchange, pledge, transfer, encumber or otherwise dispose of,
or grant any option, warrant or right with respect to, any of the Collateral or
(ii) create or suffer to exist any consensual Lien upon or with respect to any
of the Collateral, except for the Lien under this Pledge Agreement.

                  10.      LENDER APPOINTED ATTORNEY-IN-FACT. The Pledgor hereby
irrevocably appoints the Lender as the Pledgor's attorney-in-fact, with full
authority in the place and stead of the Pledgor and in the name of the Pledgor
or otherwise to take any action and to execute any instrument, in each case
after the occurrence and during the continuance of a Default, that the Lender
may deem reasonably necessary or advisable to accomplish the purposes of this
Pledge Agreement, including, without limitation, to receive, indorse and collect
all instruments made payable to the Pledgor representing any dividend,
distribution or principal or interest payment in respect of the Collateral or
any part thereof and to give full discharge for the same.

                  11.      THE LENDER'S DUTIES. The powers conferred on the
Lender hereunder are solely to protect its interest in the Collateral and shall
not impose any duty upon it to exercise any such powers. The Lender shall be
deemed to have exercised reasonable care in the custody and preservation of the
Collateral if it takes such action for that purpose as the Pledgor shall request
in writing, but failure of the Lender to comply with any such request shall not
of itself be deemed a failure to exercise reasonable care, and no failure of the
Lender to preserve or protect

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any rights with respect to the Collateral against prior parties, or to do any
act with respect to preservation of the Collateral not so requested by the
Pledgor, shall be deemed a failure to exercise reasonable care in the custody or
preservation of any Collateral.

                  12.      REMEDIES. If any Default shall have occurred and be
continuing:

                  (a)      The Lender may exercise in respect of the Collateral,
         in addition to other rights and remedies provided for herein or
         otherwise available to it, all the rights and remedies of a secured
         party upon default under the Uniform Commercial Code in effect in the
         State of Illinois at such time (the "ILLINOIS UNIFORM COMMERCIAL
         CODE"), irrespective of whether the Illinois Uniform Commercial Code
         applies to the affected Collateral. The Lender also (i) may without
         notice, advertisement, hearing or process of law of any kind except as
         specified below, (x) sell the Collateral or any part thereof in one or
         more parcels at public or private sale, at any exchange broker's board
         or at any of the Lender's offices or elsewhere, for cash, on credit or
         for future delivery, at such price or prices and upon such other terms
         as are commercially reasonable irrespective of the impact of any such
         sales on the market price of the Collateral, (y) bid for and purchase
         any or all of the Collateral at any such public sale and (ii) shall
         have the right, for and in the name, place and stead of the Pledgor, to
         execute endorsements, assignments, stock powers and other instruments
         of conveyance or transfer with respect to all or any of the Collateral.
         The Pledgor agrees that, to the extent notice of sale shall be required
         by law, at least ten days' notice to the Pledgor of the time and place
         of any public or private sale is to be made shall constitute reasonable
         notification. The Lender shall not be obligated to make any sale of
         Collateral regardless of notice of sale having been given. The Lender
         may adjourn any public or private sale from time to time by
         announcement at the time and place fixed therefor, and such sale may,
         without further notice, be made at the time and place to which it was
         so adjourned. To the extent permitted by law, the Pledgor hereby waives
         any claim against the Lender arising by reason of the fact that the
         price at which any Collateral may have been sold at such a private sale
         was less than the price that might have been obtained at a public sale,
         even if the Lender accepts the first offer received and does not offer
         such Collateral to more than one offeree.

                  (b)      The Pledgor hereby expressly waives, to the fullest
         extent permitted by applicable law, any and all notices,
         advertisements, hearings or process of law in connection with the
         exercise by the Lender of any of its rights and remedies during the
         continuance of a Default.

                  (c)      Each purchaser at any sale pursuant to CLAUSE (a)
         above, shall hold the property sold absolutely free from any claim or
         right on the part of the Pledgor, and the Pledgor hereby waives (to the
         extent permitted by law) all rights of redemption, stay and/or
         appraisal which it now has or may at any time in the future have under
         any rule of law or statute now existing or hereafter enacted.

                  (d)      Any proceeds of any of the Collateral may be applied
         by the Lender to the payment of expenses in connection with the
         Collateral, including, without limitation, reasonable attorneys' fees
         and legal expenses, and any balance of such proceeds may be applied by
         the Lender against, all or any part of the Obligations in such order as
         the

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         Lender shall elect. Any surplus of such cash or cash proceeds held by
         the Lender and remaining after payment in full of all the Obligations
         shall be paid over to the Pledgor or to any other Person that may be
         lawfully entitled to receive such surplus.

                  (e)      The Lender may exercise any and all rights and
         remedies of the Pledgor in respect of the Collateral.

                  (f)      All payments received by the Pledgor after the
         occurrence and during the continuance of a Default in respect of the
         Collateral shall be received in trust for the benefit of the Lender,
         shall be segregated from other funds of the Pledgor and shall be
         forthwith paid over to the Lender in the same form as so received (with
         any necessary endorsement).

                  (g)      The Lender is hereby authorized to comply with any
         limitation or restriction in connection with any sale of Collateral as
         it may be advised by counsel is necessary in order to (i) avoid any
         violation of applicable law (including, without limitation, compliance
         with such procedures as may restrict the number of prospective bidders
         and purchasers and/or further restrict such prospective bidders or
         purchasers to persons or entities who will represent and agree that
         they are purchasing for their own account for investment and not with a
         view to the distribution or resale of such Collateral) or (ii) obtain
         any required approval of the sale or of the purchase by any
         governmental regulatory authority or official, and the Pledgor agrees
         that such compliance shall not result in such sale being considered or
         deemed not to have been made in a commercially reasonable manner and
         that the Lender shall not be liable or accountable to the Pledgor for
         any discount allowed by reason of the fact that such Collateral is sold
         in compliance with any such limitation or restriction.

                  13.      AMENDMENTS. ETC. WITH RESPECT TO THE OBLIGATIONS:
WAIVER OF RIGHTS. The Pledgor shall remain obligated hereunder notwithstanding
that, without any reservation of rights against the Pledgor and without notice
to or further assent by the Pledgor, any demand for payment of any of the
Obligations made by the Lender may be rescinded by such party and any of the
Obligations continued, and the Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Lender, and the Credit Agreement, the other Loan
Documents, and any other documents executed and delivered in connection
therewith may be amended, modified, supplemented or terminated, in whole or in
part, as the Lender may deem advisable from time to time, and any collateral
security, guarantee or right of offset at any time held by the Lender for the
payment of the Obligations may be sold, exchanged, waived, surrendered or
released. Neither the Lender shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the
Obligations or for this Pledge Agreement or any property subject thereto.

                  14.      CONTINUING SECURITY INTEREST: ASSIGNMENTS UNDER THE
CREDIT AGREEMENT. This Pledge Agreement shall create a continuing security
interest in the Collateral and, unless released as contemplated by Section 9(b),
shall (a) remain in full force and effect until the termination of the
Obligations, (b) be binding upon the Pledgor, its successors and assigns and

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(c) inure, together with the rights and remedies of the Lender and its
successors, transferees and assigns.

                  15.      REINSTATEMENT. This Pledge Agreement shall continue
to be effective, or be reinstated, as the case may be, if at any time payment,
or any part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Lender upon the insolvency, bankruptcy, dissolution,
liquidation or reorganization of the Pledgor, all as though such payments had
not been made.

                  16.      NOTICES. All notices, requests and demands pursuant
hereto shall be made in accordance with Section 7.3 of the Credit Agreement.

                  17.      COUNTERPARTS. This Pledge Agreement may be executed
on separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.

                  18.      SEVERABILITY. Any provision of this Pledge Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  19.      INTEGRATION. This Pledge Agreement represents the
agreement of the Pledgor with respect to the subject matter hereof and there are
no promises or representations by the Lender relative to the subject matter
hereof not reflected herein or in the other Loan Documents.

                  20.      AMENDMENTS IN WRITING: NO WAIVER: CUMULATIVE
REMEDIES. (a) None of the terms or provisions of this Pledge Agreement may be
waived, amended, supplemented or otherwise modified except by a written
instrument executed by the Pledgor and the Lender.

                  (b)      The Lender shall not by any act (except by a written
         instrument pursuant to SECTION 20(a)), delay, indulgence, omission or
         otherwise be deemed to have waived any right or remedy hereunder or to
         have acquiesced in any Default or in any breach of any of the terms and
         conditions hereof. No failure to exercise, nor any delay in exercising,
         on the part of the Lender, any right, power or privilege hereunder
         shall operate as a waiver thereof. No single or partial exercise of any
         right, power or privilege hereunder shall preclude any other or further
         exercise thereof or the exercise of any other right, power or
         privilege. A waiver by the Lender of any right or remedy hereunder on
         any one occasion shall not be construed as a bar to any right or remedy
         that the Lender would otherwise have on any future occasion.

                  (c)      The rights and remedies herein provided are
         cumulative, may be exercised singly or concurrently and are not
         exclusive of any other rights or remedies provided by law.

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                  21.      SECTION HEADINGS. The Section headings used in this
Pledge Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof

                  22.      SUCCESSORS AND ASSIGNS. This Pledge Agreement shall
be binding upon the successors and assigns of the Pledgor and shall inure to the
benefit of the Lender and its successors and assigns, except that the Pledgor
may assign, transfer or delegate any of its rights or obligations under this
Pledge Agreement without the prior written consent of the Lender.

                  23.      WAIVER OF JURY TRIAL. THE PLEDGOR HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS PLEDGE AGREEMENT, ANY OTHER LOAN DOCUMENT AND FOR ANY
COUNTERCLAIM THEREIN.

                  24.      GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF ILLINOIS.

                  25.      ACTIONS REQUIRING APPROVAL. (a) Notwithstanding
anything to the contrary contained in this Pledge Agreement or any of the
documents executed pursuant hereto, the Lender will not take any action pursuant
to this Pledge Agreement, or any such documents, which would constitute or
result in a direct or indirect change of control of any Issuers (including any
direct or indirect voting or act transferring control of any Pledged Shares)
without first obtaining the approval (or an exemption from the requirement to
obtain such approval) of the applicable regulatory authority for such Issuers,
if such approval is required by such regulatory authority.

                  (b)      If a Default shall have occurred and be continuing,
         the Pledgor shall take any action which the Lender may request in the
         exercise of its rights and remedies under this Pledge Agreement in
         order to transfer or assign the Collateral to the Lender or to such one
         or more third parties as the Lender may designate, or to a combination
         of the foregoing. To enforce the provisions of this SECTION 25, the
         Lender is empowered to seek from any governmental authority, to the
         extent required, consent to or approval of any involuntary transfer of
         control of any entity whose Collateral is subject to this Pledge
         Agreement for the purpose of seeking a bona fide purchaser to whom
         control will ultimately be transferred. The Pledgor agrees to cooperate
         with any such purchaser and with the Lender in the preparation,
         execution and filing of any forms and providing any information that
         may be necessary or helpful in obtaining any applicable governmental
         authority's consent to the assignment to such purchaser of the
         Collateral. The Pledgor hereby agrees to consent to any such
         involuntary transfer of control upon the request of the Lender after
         and during the continuation of a Default and, without limiting any
         rights of the Lender under this Pledge Agreement, to authorize the
         Lender to nominate a trustee or receiver to assume control of the
         Collateral, subject only to required judicial or other consent required
         by governmental authorities, in order to effectuate the transactions
         contemplated in this SECTION 25. Such trustee or receiver shall have
         all the rights and powers as provided to it by law or court order, or
         to the Lender under this Pledge

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         Agreement. The Pledgor shall cooperate fully in obtaining the approval
         or consent of each governmental authority required to effectuate the
         foregoing.

                  (c)      If a Default shall have occurred and be continuing,
         the Pledgor shall use its best efforts to assist in obtaining consent
         or approval of any governmental authority, if required, for any action
         or transactions contemplated by this Pledge Agreement, including,
         without limitation, the preparation, execution and filing of the
         transferor's or assignor's portion of any application or applications
         for consent to the transfer of control or assignment necessary or
         appropriate under applicable rules and regulations for approval of the
         transfer or assignment of any portion of the Collateral.

                        [Signatures Follow on Next Page]

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          IN WITNESS WHEREOF, each of the undersigned has caused this Pledge
Agreement to be duly executed and delivered by its duly authorized officer as of
the day and year first above written.

                              AMERICAN COUNTRY HOLDINGS INC.

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

                              THE NORTHERN TRUST COMPANY

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

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                                                                      SCHEDULE 1
                                                         TO THE PLEDGE AGREEMENT

                                      STOCK

<Table>
<Caption>
                                              CLASS OF STOCK/   STOCK CERTIFICATE  NUMBER OF  PERCENTAGE OF OUTSTANDING
                  ISSUER                         PAR VALUE            NO(S)         SHARES         SHARES/INTEREST
--------------------------------------------  ----------------  -----------------  ---------  -------------------------
<S>                                            <C>                  <C>                 <C>            <C>
American Country Insurance Company              Common $1.00        1,000,000           1               20%
--------------------------------------------  ----------------  -----------------  ---------  -------------------------
American Country Insurance Company              Common $1.00        4,000,000           2               80%
--------------------------------------------  ----------------  -----------------  ---------  -------------------------
America Country Financial Services Corp.       Common No par            1,000           1              100%
--------------------------------------------  ----------------  -----------------  ---------  -------------------------
</Table>

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