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                                                                  EXECUTION COPY
                                                                           ICONS
                                                           MEADOWBROOK INDENTURE

                                    INDENTURE


                                     BETWEEN

                        MEADOWBROOK INSURANCE GROUP, INC.
                                       AND
                            WILMINGTON TRUST COMPANY
                                   AS TRUSTEE

                            DATED AS OF MAY 26, 2004


                    FLOATING RATE SENIOR DEBENTURES DUE 2034



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                                TABLE OF CONTENTS
                                                                          Page
                                                                          ----
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01      Definitions................................................1

                                   ARTICLE II
                                   SECURITIES

SECTION 2.01      Principal Amount; Maturity.................................7
SECTION 2.02      Form of Securities.........................................7
SECTION 2.03      Form of Trustee's Certificate of Authentication............7
SECTION 2.04      Authentication and Dating..................................7
SECTION 2.05      Date and Denomination of Securities........................8
SECTION 2.06      Execution of Securities....................................9
SECTION 2.07      Exchange and Registration of Transfer of Securities.......10
SECTION 2.08      Mutilated, Destroyed, Lost or Stolen Securities...........13
SECTION 2.09      Temporary Securities......................................13
SECTION 2.10      Cancellation of Securities Paid, etc......................14
SECTION 2.11      Interest..................................................14
SECTION 2.12      CUSIP Number..............................................15

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01      Payment of Principal, Premium, if any, and Interest.......15
SECTION 3.02      Offices for Notices and Payments, etc.....................16
SECTION 3.03      Appointments to Fill Vacancies in Trustee's Office........16
SECTION 3.04      Provisions as to Paying Agent.............................16
SECTION 3.05      Certificate to Trustee....................................17
SECTION 3.06      Compliance with Consolidation Provisions..................17
SECTION 3.07      Limitation on Liens.......................................17
SECTION 3.08      Limitation on Disposition of Stock of Subsidiaries........18
SECTION 3.09      Limitations on Dividends; Etc.............................18
SECTION 3.10      Notice of Default.........................................19

                                   ARTICLE IV
        SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 4.01      Securityholders' Lists....................................19
SECTION 4.02      Preservation and Disclosure of Lists......................19
SECTION 4.03      Reports by Company........................................20

                                    ARTICLE V
         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 5.01      Events of Default.........................................21



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SECTION 5.02      Payment of Securities on Default; Suit Therefor...........23
SECTION 5.03      Application of Moneys Collected by Trustee................24
SECTION 5.04      Proceedings by Securityholders............................25
SECTION 5.05      Proceedings by Trustee....................................25
SECTION 5.06      Remedies Cumulative and Continuing........................26
SECTION 5.07      Direction of Proceedings and Waiver of Defaults by
                    Majority of Securityholders.............................26
SECTION 5.08      Notice of Defaults........................................27
SECTION 5.09      Undertaking to Pay Costs..................................27

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

SECTION 6.01      Duties and Responsibilities of Trustee....................27
SECTION 6.02      Reliance on Documents, Opinions, etc......................28
SECTION 6.03      No Responsibility for Recitals, etc.......................30
SECTION 6.04      Trustee, Authenticating Agent, Paying Agents,
                    Transfer Agents or Registrar May Own Securities.........30
SECTION 6.05      Moneys to be Held in Trust................................30
SECTION 6.06      Compensation and Expenses of Trustee......................31
SECTION 6.07      Officers' Certificate as Evidence.........................31
SECTION 6.08      Conflicting Interest of Trustee...........................32
SECTION 6.09      Eligibility of Trustee....................................32
SECTION 6.10      Resignation or Removal of Trustee.........................32
SECTION 6.11      Acceptance by Successor Trustee...........................33
SECTION 6.12      Succession by Merger, etc.................................34
SECTION 6.13      Authenticating Agents.....................................34

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01      Action by Securityholders.................................35
SECTION 7.02      Proof of Execution by Securityholders.....................36
SECTION 7.03      Who Are Deemed Absolute Owners............................36
SECTION 7.04      Securities Owned by Company Deemed Not Outstanding........36
SECTION 7.05      Revocation of Consents; Future Holders Bound..............37

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01      Purposes of Meetings......................................37
SECTION 8.02      Call of Meetings by Trustee...............................38
SECTION 8.03      Call of Meetings by Company or Securityholders............38
SECTION 8.04      Qualifications for Voting.................................38
SECTION 8.05      Regulations...............................................38
SECTION 8.06      Voting....................................................39


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                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.01      Supplemental Indentures without Consent of
                    Securityholders.........................................39
SECTION 9.02      Supplemental Indentures with Consent of Securityholders...41
SECTION 9.03      Notation on Securities....................................42
SECTION 9.04      Evidence of Compliance of Supplemental Indenture to be
                    Furnished to Trustee....................................42

                                    ARTICLE X
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01     Company May Consolidate, etc., on Certain Terms...........42
SECTION 10.02     Successor Entity to be Substituted for Company............43
SECTION 10.03     Opinion of Counsel to be Given to Trustee.................43

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01     Discharge of Indenture....................................43
SECTION 11.02     Deposited Moneys to be Held in Trust by Trustee...........44
SECTION 11.03     Paying Agent to Repay Moneys Held.........................44
SECTION 11.04     Return of Unclaimed Moneys................................44

                                   ARTICLE XII
         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

SECTION 12.01     Indenture and Securities Solely Entity Obligations........45

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

SECTION 13.01     Successors................................................45
SECTION 13.02     Official Acts by Successor Entity.........................45
SECTION 13.03     Surrender of Company Powers...............................45
SECTION 13.04     Addresses for Notices, etc................................45
SECTION 13.05     Governing Law.............................................46
SECTION 13.06     Submission to Jurisdiction................................46
SECTION 13.07     Evidence of Compliance with Conditions Precedent..........46
SECTION 13.08     Table of Contents, Headings, etc..........................47
SECTION 13.09     Execution in Counterparts.................................47
SECTION 13.10     Separability..............................................47

                                   ARTICLE XIV
                            REDEMPTION OF SECURITIES

SECTION 14.01     Optional Redemption.......................................47
SECTION 14.02     Notice of Redemption; Selection of Securities.............48
SECTION 14.03     Payment of Securities Called for Redemption...............48



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Exhibit A         Form of Security

Exhibit B         Form of Quarterly Financial Report





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         THIS INDENTURE, dated as of May 26, 2004, between Meadowbrook Insurance
Group, Inc., a Michigan corporation (hereinafter sometimes called the
"Company"), and Wilmington Trust Company, a Delaware banking corporation, as
trustee (hereinafter sometimes called the "Trustee").

                              W I T N E S S E T H :

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issuance of its Floating Rate Senior Debentures due 2034 (the
"Securities") in the aggregate principal amount of $12,000,000 and, to provide
the terms and conditions upon which the Securities are to be authenticated,
issued and delivered, the Company has duly authorized the execution, delivery
and performance of this Indenture; and

         WHEREAS, all acts and things necessary to make this Indenture a valid
and legally binding agreement according to its terms, have been done and
performed;

         NOW, THEREFORE, This Indenture Witnesseth:

         In consideration of the premises, and the purchase of the Securities by
the Securityholders (as defined below) thereof, the Company covenants and agrees
with the Trustee for the benefit of the respective Securityholders from time to
time, as follows:

                                    ARTICLE I
                                   DEFINITIONS

         SECTION 1.01 Definitions.

         The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. All accounting terms used but not
expressly defined herein shall have the meanings assigned to such terms in
accordance with accounting principles generally accepted in the United States
and the term "generally accepted accounting principles" means such accounting
principles as are generally accepted in the United States at the time of any
computation. The words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. Any reference to the singular includes
the plural and vice versa (unless the context otherwise requires).

         "Additional Interest" has the meaning specified in Section 2.11(c).

         "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


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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 any agent or agents of the Trustee which
at the time shall be appointed and acting pursuant to Section 6.13.

         "Bank Lien" means any Lien (as defined in Section 3.07) in favor of
Comerica Bank or Comerica Bank-California on the assets of the Company or its
Affiliates as security for the Line of Credit Agreement and the Term Loan
Agreement; provided however, that the term "Bank Lien" shall not include any
Lien in favor of Comerica Bank or Comerica Bank-California as security for the
Line of Credit Agreement or the Term Loan Agreement on the capital stock of any
Subsidiary regulated by any insurance regulatory body, governmental agency or
authority.

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

         "Board of Directors" means the Board of Directors or any other duly
authorized committee thereof 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 any day other than a Saturday, Sunday or other day
on which commercial banking institutions in The City of New York or Wilmington,
Delaware are authorized or obligated by law, executive order or regulation to
close.

         "Calculation Agent" means the Trustee.

         "Certificate of Authentication" means the certificate issued by the
Trustee or the Authenticating Agent authenticating a Security issued under the
Indenture.

         "Code" has the meaning set forth in Section 4.03.

         "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 Indenture 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.

         "Company" means Meadowbrook Insurance Group, Inc., a Michigan
corporation, and, subject to the provisions of Article X hereof, shall include
its successors and assigns.

         "Compound Interest" has the meaning set forth in Section 2.11(a).

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


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

         "Defaulted Interest" has the meaning set forth in Section 2.05.

         "Determination Date" means two London Banking Days next preceding the
applicable Interest Payment Date.

         "Event of Default" means any event, act or condition specified in
Section 5.01, continued for the period of time, if any, and after the giving of
the notice, if any, therein designated.

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

         "ICONS" means ICONS I, Ltd., a limited liability company formed
pursuant to the laws of the Cayman Islands.

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

         "Interest Payment Date" has the meaning set forth in Section 2.11(a).

         "Interest Payment Period" means the period from and including an
Interest Payment Date, or in the case of the first Interest Payment Period, the
original date of issuance of the Securities, to, but excluding the next
succeeding Interest Payment Date or, in the case of the last Interest Payment
Period, the Stated Maturity or date of redemption.

         "Interest Rate" means, with respect to any Interest Payment Period, a
per annum rate of interest equal to LIBOR, as determined on the Determination
Date for such Interest Payment Period, plus 4.20% (provided, that the Interest
Rate for any Interest Payment Period prior to the Interest Payment Period
commencing on the Interest Payment Date in May, 2009 may not exceed 12.50% per
annum and provided, further, that the Interest Rate for any Interest Payment
Period may not exceed the highest rate permitted by New York law, as the same
may be modified by United States law of general applicability).

         "LIBOR" means, with respect to an Interest Payment Period commencing on
an Interest Payment Date (in the following order of priority):

         (a) the rate (expressed as a percentage per annum) for Eurodollar
deposits having a three-month maturity that appears on Telerate page 3750 as of
11:00 a.m. (London time) on the Determination Date;

         (b) if such rate does not appear on Telerate page 3750 as of 11:00 a.m.
(London time) on the Determination Date, the Calculation Agent will request the
principal London offices of four leading banks in the London interbank market as
selected by the Calculation Agent to provide such banks' offered quotations
(expressed as percentages per annum) to prime banks in the London interbank
market for Eurodollar deposits having a three-month maturity as of


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11:00 a.m. (London time) on such Determination Date, and if at least two
quotations are provided, LIBOR will be the arithmetic mean of such quotations;

         (c) if fewer than two such quotations are provided as requested in
clause (b) above, the Calculation Agent will request four major New York City
banks selected by the Calculation Agent to provide such banks' offered
quotations (expressed as percentages per annum) to leading European banks for
loans in Eurodollars as of 11:00 a.m. (New York City time) on such Determination
Date, and if at least two quotations are provided, LIBOR will be the arithmetic
mean of such quotations, and

         (d) if fewer than two such quotations are provided as requested in
clause (c) above, LIBOR will be LIBOR as in effect during the preceding Interest
Payment Period.

         "Line of Credit Agreement" means that certain Restated Credit Agreement
dated as of September 25, 2002, by and between the Company and Comerica Bank, as
amended.

         "London Banking Day" means any day, other than a Saturday or Sunday, on
which banks are open for business (including dealings in deposits in U.S.
dollars) in London.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board (if an executive officer), the President or any Vice President, and by
the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee. Each such certificate shall include the statements provided for in
Section 13.07 if and to the extent provided by the provisions of such Section.

         "Opinion of Counsel" means an opinion signed by legal counsel
experienced in the matters as to which such opinion is being delivered, who may
be an employee of or counsel to the Company, or may be other counsel
satisfactory to the Trustee. Each such opinion shall include the statements
provided for in Section 13.07 if and to the extent required by the provisions of
such Section.

         The term "outstanding" (except as otherwise provided in Section 7.01),
when used with reference to Securities, means, subject to the provisions of
Section 7.04, as of any particular time, all Securities authenticated and
delivered by the Trustee or the Authenticating Agent under this Indenture,
except

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

         (b) Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company) or shall have been set
aside and segregated in trust by the Company (if the Company shall act as its
own paying agent); provided that, if such Securities, or portions thereof, are
to be redeemed prior to maturity thereof, notice of such redemption shall have
been given in accordance with Article XIV or provision satisfactory to the
Trustee shall have been made for giving such notice; and



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         (c) Securities paid pursuant to Section 2.08 or Securities in lieu of
or in substitution for which other Securities shall have been authenticated and
delivered pursuant to the terms of Section 2.08 unless proof satisfactory to the
Company and the Trustee is presented that any such Securities are held by bona
fide holders in due course.

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

         "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt and as that evidenced by
such particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.08 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

         "Principal Office of the Trustee", or other similar term, means the
principal office of the Trustee at which, at any particular time, its corporate
trust business is administered.

         "Redemption Price" has the meaning set forth in Section 14.01.

         "Resale Restriction Termination Date" means, with respect to any
Security, the date which is the later of (i) two years (or such shorter period
of time as permitted by Rule 144(k) under the Securities Act) after the later of
(y) the date of original issuance of such Security and (z) the last date on
which the Company or any Affiliate (as defined in Rule 405 under the Securities
Act) of the Company was the holder of such Security (or any predecessor thereto)
and (ii) such later date, if any, as may be required by any subsequent change in
applicable law.

         "Responsible Officer" means, with respect to the Trustee, any officer
within the corporate trust department of the Trustee, including any vice
president, any assistant vice president, any assistant secretary, any assistant
treasurer, any financial services officer or other officer or agent of the
corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers or agents and
also means, with respect to a particular corporate trust matter, any other
officer or agent to whom such matter is referred because of that officer's or
agent's knowledge of and familiarity with the particular subject.

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

         "Security" or "Securities" has the meaning set forth in the first
recital of this Indenture and, more particularly, means the debt security or
securities, as the case may be, authenticated and delivered under this
Indenture.

         "Security Register" has the meaning set forth in Section 2.07.

         "Securityholder", "Holder of Securities", or other similar terms, mean
any person in whose name at the time a Security is registered in the Security
Register.


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         "Stated Maturity" means the date on which the Securities mature and on
which the principal shall be due and payable, together with all accrued and
unpaid interest, including Compound Interest and Additional Interest, if any,
thereon, which date shall be May 24, 2034, unless accelerated to an earlier date
as provided in Article XIV.

         "Subsidiary" means with respect to any Person, (i) any corporation a
majority of the outstanding Voting Securities of which are owned, directly or
indirectly, by such Person or by one or more of its Subsidiaries, or by such
Person and one or more of its Subsidiaries, (ii) any general partnership, joint
venture or similar entity a majority of whose outstanding partnership or similar
ownership 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 that the Company shall have received an opinion of a
nationally recognized independent tax counsel experienced in such matters 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 or taxing authority thereof or
therein, or (b) 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 the original issuance of the Securities, there is more than an insubstantial
risk that, if the Company is organized and existing under the laws of the United
States or any state thereof or the District of Columbia, interest payable by the
Company on the Securities is not, or within 90 days of the date of such opinion
will not be, deductible by the Company, in whole or in part, for United States
federal income tax purposes.

         "Term Loan Agreement" means that certain Loan and Security Agreement
dated as of May 14, 2002, by and between the Company's Affiliate, Liberty
Premium Finance, Inc. and Comerica Bank-California, as amended.

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

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

         "Voting Securities" mean shares, interests, participations or other
equivalents in the equity (however designated) in such Person having ordinary
voting power for the election of a majority of the directors (or their
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.


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<PAGE>
                                   ARTICLE II
                                   SECURITIES


         SECTION 2.01 Principal Amount; Maturity.


         The Company may issue up to $12,000,000 aggregate principal amount of
the Securities. The Securities shall mature on May 24, 2034; provided that the
Company may redeem the Securities prior to their Stated Maturity in accordance
with Article XIV.

         SECTION 2.02 Form of Securities.

         The Securities shall be substantially in the form of Exhibit A hereto.
Definitive Securities shall be typed, printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers of the Company executing such Securities, as conclusively evidenced
by their execution of such Securities. The Securities shall be issued in
registered form only. Principal of, premium, if any, and interest on the
Securities issued in registered form will be payable, the transfer of such
Securities will be registrable and such Securities will be exchangeable for
Securities bearing identical terms and provisions at the office or agency of the
Trustee in Wilmington, Delaware; provided, however, that payment of interest on
an Interest Payment Date may be made at the option of the Company by check
mailed to the Holder entitled thereto at such address as shall appear in the
Security Register or by wire transfer to an account appropriately designated by
the Holder entitled thereto, while payments due at Stated Maturity or earlier
redemption will be made by the Company in same-day funds against presentation
and surrender of the related Securities. Notwithstanding the foregoing, so long
as the Holder of any Securities is ICONS, the payment of the principal of,
premium, if any, and interest (including Compound Interest and Additional
Interest, if any) on such Securities held by ICONS or a trustee of ICONS will be
made by the Company in same-day funds at such place and to such account as may
be designated by ICONS or a trustee of ICONS.

         SECTION 2.03 Form of Trustee's Certificate of Authentication.

         The Trustee's Certificate of Authentication on all Securities shall be
in substantially the following form:

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

         Wilmington Trust Company, as Trustee

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

         SECTION 2.04 Authentication and Dating.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities not in excess of $12,000,000
aggregate principal amount to the Trustee for authentication, and the Trustee
shall thereupon authenticate and deliver said Securities to or upon the written
order of the Company, signed by its Chairman of the Board of Directors (if an
executive officer), President or one of its Vice Presidents and by its
Treasurer,



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<PAGE>



any Assistant Treasurer, Secretary or any Assistant Secretary, without any
further action by the Company hereunder. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 6.01) shall be fully protected in relying upon, a copy of any Board
Resolution or Resolutions relating thereto and, if applicable, an appropriate
record of any action taken pursuant to such resolution, in each case certified
by the Secretary or an Assistant Secretary of the Company.

         SECTION 2.05 Date and Denomination of Securities.

         The Securities shall be issuable in fully registered form without
coupons and in minimum denominations of $100,000 and any multiple of $1,000 in
excess thereof. The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plans as the officers of
the Company executing the same may determine with the approval of the Trustee,
as conclusively evidenced by the execution and authentication thereof.

         Every Security shall be dated the date of its authentication and shall
bear interest, if any, from such date. The interest installment on any Security
that is payable, and is punctually paid or duly provided for, on any Interest
Payment Date shall be paid to the Person in whose name said Security (or one or
more Predecessor Securities) is registered at the close of business on the
regular record date for such interest installment. In the event that any
Security or portion thereof is called for redemption and the redemption date (i)
falls after an Interest Payment Date, then interest on such Security payable on
such Interest Payment Date shall be paid to the Holder on the related regular
record date or (ii) is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, then interest on
such Security payable on such redemption date shall be paid upon presentation
and surrender of such Security as provided in Section 3.01.

         Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for any Security (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant regular record date by virtue of having been such Holder, and
such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (i) or clause (ii) below:

                  (i) The Company may make payment of any Defaulted Interest on
         Securities to the Persons in whose names such Securities (or their
         respective Predecessor Securities) are registered at the close of
         business on a special record date for the payment of such Defaulted
         Interest, which shall be fixed in the following manner: the Company
         shall notify the Trustee in writing of the amount of Defaulted Interest
         proposed to be paid on each such Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the Persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall not be more than
         15 nor less than 10 days prior to the date of the proposed payment and
         not less



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         than 10 days after the receipt by the Trustee of the notice of the
         proposed payment. The Trustee shall promptly notify the Company of such
         special record date and, in the name and at the expense of the Company,
         shall cause notice of the proposed payment of such Defaulted Interest
         and the special record date therefor to be mailed, first class postage
         prepaid, to each Securityholder at his or her address as it appears in
         the Security Register, not less than 10 days prior to such special
         record date. Notice of the proposed payment of such Defaulted Interest
         and the special record date therefor having been mailed as aforesaid,
         such Defaulted Interest shall be paid to the Persons in whose names
         such Securities (or their respective Predecessor Securities) are
         registered on such special record date and shall be no longer payable
         pursuant to the following clause (ii).

                  (ii) The Company may make payment of any Defaulted Interest on
         any Securities in any other lawful manner not inconsistent with the
         requirements of any securities exchange on which such Securities may be
         listed, and upon such notice as may be required by such exchange, if,
         after notice given by the Company to the Trustee of the proposed
         payment pursuant to this clause, such manner of payment shall be deemed
         practicable by the Trustee.

         The term "regular record date" shall mean the fifteenth calendar day
(whether or not a Business Day) preceding an Interest Payment Date.

         Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon transfer of or in exchange for or in lieu of
any other Security shall carry the rights to interest accrued and unpaid, and to
accrue, that were carried by such other Security.

         SECTION 2.06 Execution of Securities.

         The Securities shall be signed in the name and on behalf of the Company
by the manual or facsimile signature of its Chairman of the Board of Directors
(if an executive officer), President or one of its Vice Presidents and by the
manual or facsimile signature of its Treasurer, one of its Assistant Treasurers,
Secretary or one of its Assistant Secretaries, by facsimile or otherwise, and
which need not be attested. Only such Securities as shall bear thereon a
Certificate of Authentication substantially in the form hereinbefore recited,
executed by the Trustee or the Authenticating Agent, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate by the Trustee or the Authenticating Agent upon any Security
executed by the Company shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder and that the
Holder is entitled to the benefits of this Indenture.

         In case any officer of the Company who shall have signed any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee or the Authenticating
Agent, or disposed of by the Company, such Securities nevertheless may be
authenticated and delivered or disposed of as though the person who signed such
Securities had not ceased to be such officer of the Company; and any Security
may be signed on behalf of the Company by such persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company,
although at the date of the execution of this Indenture any such person was not
such an officer.



                                       9
<PAGE>



         SECTION 2.07 Exchange and Registration of Transfer of Securities.

         Securities may be exchanged for a like aggregate principal amount of
Securities of other authorized denominations. Securities to be exchanged may be
surrendered at the Principal Office of the Trustee or at any office or agency to
be maintained by the Company for such purpose as provided in Section 3.02, and
the Company or the Trustee shall execute and register and the Trustee or the
Authenticating Agent shall authenticate and deliver in exchange therefor the
Security or Securities which the Securityholder making the exchange shall be
entitled to receive. Upon due presentment for registration of transfer of any
Security at the principal office of the Trustee or at any office or agency of
the Company maintained for such purpose as provided in Section 3.02, the Company
or the Trustee shall execute and register and the Trustee or the Authenticating
Agent shall authenticate and deliver in the name of the transferee or
transferees a new Security or Securities for a like aggregate principal amount.
Registration or registration of transfer of any Security by the Trustee or by
any agent of the Company appointed pursuant to Section 3.02, and delivery of
such Security, shall be deemed to complete the registration or registration of
transfer of such Security.

         The Company or the Trustee shall keep, at the designated corporate
trust office of the Trustee, a register for the Securities issued hereunder (the
"Security Register") in which, subject to such reasonable regulations as it may
prescribe, the Company or the Trustee shall register ownership and transfer of
ownership of all Securities and shall register the transfer of all Securities as
in this Article II provided. The Security Register shall be in written form or
in any other form capable of being converted into written form within a
reasonable time.

         All Securities presented for registration of transfer or for exchange
shall (if so required by the Company, the Trustee or the Authenticating Agent)
be duly endorsed, or be accompanied, by a written instrument or instruments of
transfer in form satisfactory to the Company and either the Trustee or the
Authenticating Agent duly executed by, the Holder of such Security or his
attorney duly authorized in writing.

         No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

         Neither the Company nor the Trustee shall be required to exchange or
register a transfer of (a) any Security for a period of 15 days preceding the
date of mailing of a notice of redemption of Securities, or (b) any Securities
selected, called or being called for redemption in whole or in part, except in
the case of any Securities to be redeemed in part, the portion thereof not to be
so redeemed.

         Notwithstanding the foregoing, Securities may not be transferred prior
to the Resale Restriction Termination Date except in compliance with the legend
set forth below, unless otherwise determined by the Company in accordance with
applicable law, which legend shall be placed on each Security:

         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE



                                       10
<PAGE>



SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY
NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS
THE CASE MAY BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR
ANY INTEREST OR PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i)
TWO YEARS (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
SECURITIES ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND
(Z) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405
UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (II) SUCH LATER DATE,
IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A)
TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF
AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT
IN ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY. THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY
WITH THE FOREGOING RESTRICTIONS.

         THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS
AND WARRANTS THAT IT IS NOT AN EMPLOYEE


                                       11
<PAGE>


BENEFIT PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT
TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN
ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY AND NO PERSON INVESTING
"PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE
EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION
CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE
EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY OR SUCH INTEREST OR
PARTICIPATION IS NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE WITH RESPECT TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS
SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE,
THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION
3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A
TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR
ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN
TO FINANCE SUCH PURCHASE, OR (II) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

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


                                       12
<PAGE>


         SECTION 2.08 Mutilated, Destroyed, Lost or Stolen Securities.

         In case any temporary or definitive Security shall become mutilated or
be destroyed, lost or stolen, the Company shall execute, and upon its request
the Trustee shall authenticate and deliver, a new Security bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case, the applicant for a substituted Security shall furnish
to the Company and the Trustee such security or indemnity as may be reasonably
required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Security and of the ownership thereof.

         The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith. In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be reasonably required
by them to save each of them harmless and, in case of destruction, loss or
theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.

         Every substituted Security issued pursuant to the provisions of this
Section 2.08 by virtue of the fact that any such Security is destroyed, lost or
stolen shall constitute an additional contractual obligation of the Company,
whether or not the destroyed, lost or stolen Security shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder. All
Securities shall be held and owned upon the express condition that, to the
extent permitted by applicable law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

         SECTION 2.09 Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute and the Trustee shall authenticate and deliver temporary Securities
(typed, printed or lithographed). Temporary Securities shall be issuable in any
authorized denomination, and substantially in the form of the definitive
Securities but with such omissions, insertions and variations as may be
appropriate for temporary Securities, all as may be determined by the Company.
Every such temporary Security shall be executed by the Company and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with the same effect, as the definitive Securities. Without
unreasonable delay the Company will execute and deliver to the Trustee or the
Authenticating Agent definitive Securities and thereupon any or all temporary


                                       13
<PAGE>


Securities may be surrendered in exchange therefor, at the Principal Office of
the Trustee or at any office or agency maintained by the Company for such
purpose as provided in Section 3.02, and the Trustee or the Authenticating Agent
shall authenticate and deliver in exchange for such temporary Securities a like
aggregate principal amount of such definitive Securities. Such exchange shall be
made by the Company at its own expense and without any charge therefor except
that in case of any such exchange involving a registration of transfer the
Company may require payment of a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto. Until so exchanged,
the temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities authenticated and delivered
hereunder.

         SECTION 2.10 Cancellation of Securities Paid, etc.

         All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, shall, if surrendered to the Company or
any paying agent, be surrendered to the Trustee and promptly cancelled by it,
or, if surrendered to the Trustee or any Authenticating Agent, shall be promptly
cancelled by it, and no Securities shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture. All Securities
cancelled by any Authenticating Agent shall be delivered to the Trustee. The
Trustee shall dispose of cancelled Securities in accordance with its customary
procedures. If the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation.

         SECTION 2.11 Interest.

         (a) Each Security will bear interest at the then applicable Interest
Rate for each Interest Payment Period 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 then applicable Interest Rate ("Compound Interest"), compounded
quarterly, payable quarterly in arrears on February 24, May 24, August 24 and
November 24 of each year, commencing on August 24, 2004 (each, an "Interest
Payment Date"), to the Person in whose name such Security or any Predecessor
Security is registered at the close of business on the relevant record date,
which will be the fifteenth calendar day (whether or not a Business Day)
preceding the relevant Interest Payment Date, except as otherwise provided
pursuant to the provisions of Section 2.12.

         (b) The amount of interest payable for any Interest Payment Period will
be computed on the basis of a 360-day year and the actual number of days elapsed
in such Interest Payment Period. In the event that any Interest Payment Date is
not a Business Day, then any interest payable on such date will be paid on, and
such Interest Payment Date will be moved to, the next succeeding Business Day,
and additional interest will accrue for each day that such payment is delayed as
a result thereof, except that, if such next Business Day is in the next
succeeding calendar month, such payment shall be made on the preceding Business
Day, in each case with the same force and effect as if made on the date such
payment otherwise would have been payable; provided, however, that in the event
that the Stated Maturity date or earlier redemption date is not a Business Day,
then payment of principal, interest and premium (if any) payable on


                                       14
<PAGE>


such date will be made on the next Business Day (and without any additional
accrual of interest or other payment in respect of any such delay).

         (c) If, at any time while ICONS is the Holder of any Securities, ICONS
is required to pay any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States, or
any other taxing authority, then, in any such case, the Company will pay as
additional interest ("Additional Interest") on the Securities held by ICONS such
additional amounts as shall be required so that the net amounts received and
retained by ICONS after paying such taxes, duties, assessments or other
governmental charges will be equal to the amounts ICONS would have received had
no such taxes, duties, assessments or other governmental charges been imposed.

         (d) All percentages resulting from any calculations on the Securities
will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, with five one-millionths of a percentage point rounded upward
(e.g., 7.553455% (or .07553455) being rounded to 7.55346% (or .0755346)), and
all dollar amounts used in or resulting from such calculation will be rounded to
the nearest cent (with one-half cent being rounded upward).

         (e) On each Determination Date, the Calculation Agent will calculate,
and will give notice in writing to the Company and the paying agent, of the
applicable Interest Rate for the related Interest Payment Period and shall give
such notice in writing to any Holder of Securities that so requests. Absent
manifest error, the Calculation Agent's determination of LIBOR and its
calculation of the applicable Interest Rate for any Interest Payment Period will
be final and binding. The Company shall, from time to time, provide any
necessary information to the paying agent relating to any original issue
discount and interest on the Securities that is included in any payment and
reportable for taxable income calculation purposes.

         SECTION 2.12 CUSIP Number.

         The Company in issuing the Securities may use a "CUSIP" number (if then
generally in use), and, if so, the Trustee shall use such "CUSIP" number in
notices of redemption as a convenience to Holders; provided that any such notice
may state that no representation is made as to the correctness of such number
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" number.

                                   ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

         SECTION 3.01 Payment of Principal, Premium, if any, and Interest.


         The Company covenants and agrees for the benefit of the Holders of the
Securities that it will duly and punctually pay or cause to be paid the
principal of, and premium, if any, and interest on, the Securities at the place,
at the times and in the manner provided in the Securities. Each installment of
interest on the Securities may be paid at the option of the Company by check
mailed to the Holder entitled thereto at such address as shall appear in the
Security Register or by


                                       15
<PAGE>


wire transfer to an account appropriately designated by the Holder of Securities
entitled thereto, while payments due at Stated Maturity or earlier redemption
will be made by the Company in same-day funds against presentation and surrender
of the related Securities. Notwithstanding the foregoing, so long as the Holder
of any Securities is ICONS or a trustee of ICONS, the payment of the principal
of and interest (including Compound Interest and Additional Interest, if any) on
such Securities held by ICONS or a trustee of ICONS will be made by the Company
in same-day funds at such place and to such account as may be designated by
ICONS or a trustee of ICONS.

         SECTION 3.02 Offices for Notices and Payments, etc.

         So long as any of the Securities remains outstanding, the Company will
maintain in Wilmington, Delaware or Southfield, Michigan, an office or agency
where the Securities may be presented for payment, where the Securities may be
presented for registration of transfer and for exchange as in this Indenture
provided and where notices and demands to or upon the Company in respect of the
Securities or this Indenture may be served. The Company will give to the Trustee
written notice of the location of any such office or agency and of any change of
location thereof. Until otherwise designated from time to time by the Company in
a notice to the Trustee, any such office or agency for all of the above purposes
shall be the Principal Office of the Trustee. In case the Company shall fail to
maintain any such office or agency in Wilmington, Delaware or Southfield,
Michigan, or shall fail to give such notice of the location or of any change in
the location thereof, presentations and demands may be made and notices may be
served at the designated corporate trust office of the Trustee.

         In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside Wilmington, Delaware or
Southfield, Michigan, where the Securities may be presented for registration of
transfer and for exchange in the manner provided in this Indenture, and the
Company may from time to time rescind such designation, as the Company may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
any such office or agency in Wilmington, Delaware or Southfield, Michigan, for
the purposes above mentioned. The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof.

         SECTION 3.03 Appointments to Fill Vacancies in Trustee's Office.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

         SECTION 3.04 Provisions as to Paying Agent.

         (a) If the Company shall appoint a paying agent other than the Trustee
with respect to the Securities, it will cause such paying agent to execute and
deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 3.04:

                  (1) that it will hold all sums held by it as such agent for
         the payment of the principal of, and premium, if any, or interest, if
         any, on, the Securities (whether such


                                       16
<PAGE>


         sums have been paid to it by the Company or by any other obligor on the
         Securities) in trust for the benefit of the Holders of the Securities;
         and

                  (2) that it will give the Trustee notice of any failure by the
         Company (or by any other obligor on the Securities) to make any payment
         of the principal of, and premium, if any, or interest, if any, on, the
         Securities when the same shall be due and payable.

         (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of and premium, if any, or interest, if
any, on the Securities, set aside, segregate and hold in trust for the benefit
of the Holders of the Securities a sum sufficient to pay such principal, premium
or interest so becoming due and will notify the Trustee of any failure to take
such action and of any failure by the Company (or by any other obligor under the
Securities) to make any payment of the principal of, and premium, if any, or
interest, if any, on, the Securities when the same shall become due and payable.

         (c) Anything in this Section 3.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Securities hereunder, or for any other reason, pay
or cause to be paid to the Trustee all sums held in trust by the Company or any
paying agent hereunder, as required by this Section 3.04, such sums to be held
by the Trustee upon the trusts herein contained.

         (d) Anything in this Section 3.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 3.04 is subject to
Sections 11.03 and 11.04.

         (e) The Company hereby appoints the Trustee as the initial paying agent
for the Securities.

         SECTION 3.05 Certificate to Trustee.

         The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year, so long as Securities are outstanding hereunder, a
certificate from the principal executive, financial or accounting officer of the
Company stating that in the course of the performance by the signers of their
duties as officers of the Company they would normally have knowledge of any
default by the Company in the performance of any covenants contained herein,
stating whether or not they have knowledge of any such default and, if so,
specifying each such default of which the signers have knowledge and the nature
thereof, all without regard to periods of grace or notice requirements.

         SECTION 3.06 Compliance with Consolidation Provisions.

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

         SECTION 3.07 Limitation on Liens. So long as any Securities are
outstanding, the Company will not, and will not permit any Subsidiary to,
directly or indirectly, create, incur,


                                       17
<PAGE>


assume or permit to exist any indebtedness that is secured, directly or
indirectly, by any mortgage, pledge, lien, security interest or other
encumbrance (a "Lien") on the capital stock of any Subsidiary, unless the
Securities are secured by that Lien equally and ratably with (or prior to) any
such indebtedness for so long as the other indebtedness is so secured; provided
that the foregoing shall not prohibit or limit (a) any Lien required by law or
any regulation or order of any governmental insurance regulatory authority or
(b) the Bank Lien.

         SECTION 3.08 Limitation on Disposition of Stock of Subsidiaries. So
long as any Securities are outstanding, the Company will not, and will not
permit any of its Subsidiaries to, issue, sell, transfer or otherwise dispose of
any shares of, securities convertible into, or warrants, rights or options to
subscribe for or purchase shares of, capital stock of any Subsidiary.

         Notwithstanding the foregoing, the Company may issue or dispose of any
such securities:

         (a) to the Company or any of its directly or indirectly wholly owned
Subsidiaries;

         (b) if required by law or any regulation or order of any governmental
insurance regulatory authority; or

         (c) if (i) such issuance, sale, transfer or other disposition is for at
least fair value (as determined by the Board of Directors of the Company acting
in good faith); and (ii) if the total assets of the Subsidiary the stock of
which is proposed to be issued, sold, transferred or otherwise disposed of are
equal to or greater than 50% of the Company's and its consolidated Subsidiaries'
total assets (including that Subsidiary) on the most recent fiscal year-end
balance sheets of the Subsidiary and the Company's consolidated Subsidiaries,
then, after giving effect to such issue, sale, transfer or disposition, the
Company would own, directly or indirectly, not less than 80% of the capital
stock of such Subsidiary.

         SECTION 3.09 Limitations on Dividends; Etc.

         If there shall have occurred a Default or an Event of Default then the
Company shall not (a) declare or pay any dividend on, make any distribution or
other payment with respect to, or redeem, purchase, acquire or make a
liquidation payment with respect to, any of its capital stock (other than (i)
repurchases, redemptions or other acquisitions of shares of capital stock in
connection with the satisfaction by the Company of its obligations under any
employee benefit plans, (ii) as a result of an exchange or conversion of one
class or series of the Company's capital stock for another class or series of
the Company's capital stock, (iii) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such Company capital stock or the security being converted or
exchanged, (iv) any declaration of a dividend in connection with any
shareholders' rights plan or the redemption or repurchase of rights pursuant
thereto or (v) any dividend or distribution in the form of capital stock or
rights to acquire capital stock where the rights of the capital stock being
issued, or issuable pursuant to such rights, rank pari passu or junior to the
capital stock as to which such dividend or distribution is paid), (b) make any
payment of interest, principal or premium, if any, on or repay, repurchase or
redeem any debt securities issued by the Company that rank pari passu with or
junior to the Securities; or (c) make any guarantee payments with respect to the
foregoing.


                                       18
<PAGE>


         SECTION 3.10 Notice of Default.

         The Company shall file with the Trustee written notice of the
occurrence of any Event of Default within 5 Business Days of its becoming aware
of any such Event of Default.

                                   ARTICLE IV
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

         SECTION 4.01 Securityholders' Lists.

         The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

         (a) on each regular record date for the Securities, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Holders of the Securities as of such record date; and

         (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

except that no such lists need be furnished so long as the Trustee is in
possession thereof by reason of its acting as Security registrar for the
Securities.

         SECTION 4.02 Preservation and Disclosure of Lists.

         (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of the Holders of
Securities (1) contained in the most recent list furnished to it as provided in
Section 4.01 or (2) received by it in the capacity of Securities registrar (if
so acting) hereunder. The Trustee may destroy any list furnished to it as
provided in Section 4.01 upon receipt of a new list so furnished.

         (b) In case three or more Holders of Securities (hereinafter referred
to as "applicants") apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Security for a period of
at least 6 months preceding the date of such application, and such application
states that the applicants desire to communicate with other Holders of
Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within 5 Business Days after the receipt of such application, at its election,
either:

                  (1) afford such applicants access to the information preserved
         at the time by the Trustee in accordance with the provisions of
         subsection (a) of this Section 4.02; or

                  (2) inform such applicants as to the approximate number of
         Holders of Securities, as the case may be, whose names and addresses
         appear in the information


                                       19
<PAGE>


         preserved at the time by the Trustee in accordance with the provisions
         of subsection (a) of this Section 4.02, and as to the approximate cost
         of mailing to such Securityholders the form of proxy or other
         communication, if any, specified in such application.



                  If the Trustee shall elect not to afford such applicants
         access to such information, the Trustee shall, upon the written request
         of such applicants, mail to each Securityholder whose name and address
         appear in the information preserved at the time by the Trustee in
         accordance with the provisions of subsection (a) of this Section 4.02 a
         copy of the form of proxy or other communication which is specified in
         such request with reasonable promptness after a tender to the Trustee
         of the material to be mailed and of payment, or provision for the
         payment, of the reasonable expenses of mailing, unless within 5 days
         after such tender, the Trustee shall mail to such applicants (and file
         with the Commission, if permitted or required under applicable law,
         together with a copy of the material to be mailed), a written statement
         to the effect that, in the opinion of the Trustee, such mailing would
         be contrary to the best interests of the Holders of Securities or would
         be in violation of applicable law. Such written statement shall specify
         the basis of such opinion. If the Commission, if permitted or required
         under applicable law, after opportunity for a hearing upon the
         objections specified in the written statement so filed, shall enter an
         order refusing to sustain any of such objections or if, after the entry
         of an order sustaining one or more of such objections, the Commission
         shall find, after notice and opportunity for hearing, that all the
         objections so sustained have been met and shall enter an order so
         declaring, the Trustee shall mail copies of such material to all such
         Securityholders with reasonable promptness after the entry of such
         order and the renewal of such tender; otherwise the Trustee shall be
         relieved of any obligation or duty to such applicants respecting their
         application.

         (c) Each and every Holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
of Securities in accordance with the provisions of subsection (b) of this
Section 4.02, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).

         SECTION 4.03 Reports by Company.

         (a) If and for so long as ICONS or a trustee of ICONS is the Holder of
the Securities, the Company covenants and agrees to file with ICONS and the
Trustee (i) not later than 45 days after the end of each quarterly period (other
than the last quarter of a Fiscal Year) (A) unaudited consolidated financial
statements of the Company (including, without limitation, balance sheet and
statement of operations) for such quarterly period and (B) an Officer's
Certificate of the Company substantially in the form specified in Exhibit B;
(ii) within 60 days after each year end (A) unaudited consolidated financial
statements of the Company (including, without limitation, balance sheet and
statement of operations) for such year and (B) an Officer's Certificate of the
Company substantially in the form of Exhibit B with respect to each subsidiary
of the Company that is an insurance company; (iii) within the earlier of (I) 90
days after the end of each year and (II) such earlier number of days prescribed
by the Commission for filings of Form 10-K by


                                       20
<PAGE>


companies required to make such filings (A) audited consolidated financial
statements (including, without limitation, balance sheet and statement of
operations) for such year, accompanied by the report of the independent
accountants with respect thereto, and (B) an Officer's Certificate of the
Company specifying any material differences between such statements and the
statements delivered pursuant to clause (ii)(B), (iv) within five Business Days
after the filing thereof, each report on Form 10-K or Form 10-Q filed in respect
of the Company with the Commission under the Exchange Act, if any; and (v)
within 30 days after the end of the calendar year of the Company, Form 1099 or
such other annual U.S. federal income tax information statement required by the
Internal Revenue Code of 1986, as amended (the "Code"), if any, containing such
information with regard to the Securities as is required by the Code and the
income tax regulations of the U.S. Treasury thereunder.

         (b) If at any time ICONS ceases to exist for whatever reason or is no
longer the holder of the Securities, the Company shall deliver to each Holder
(i) within 30 days after the end of the calendar year of the Company, Form 1099
or such other annual U.S. federal income tax information statement required by
the Code, if any, containing such information with regard to the Securities held
by such Securityholder as is required by the Code and the income tax regulations
of the U.S. Treasury thereunder, (ii) each report on Form 10-K and Form 10-Q
prepared by the Company and filed with the Commission in accordance with the
Exchange Act within 15 days after the filing thereof, if any and (iii) if the
Company is at any time neither subject to Section 13 or 15(d) of the Exchange
Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the
information required to be provided by Rule 144A(d)(4) under the Securities Act,
if any.

         (c) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, 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.

         (d) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                    ARTICLE V
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 5.01 Events of Default.

         If one or more of the following events shall have occurred and be
continuing, such event shall constitute an event of default hereunder (each, an
"Event of Default"):

         (a) default in the payment of any interest upon any Securities when it
becomes due and payable, and continuance of such default for a period of 30
days; or


                                       21
<PAGE>


         (b) default in the payment of all or any part of the principal of, or
premium, if any, on, any Securities as and when the same shall become due and
payable, whether at maturity, upon redemption, by declaration or otherwise; or

         (c) default in the performance, or breach, of any covenant or warranty
of the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section 5.01 specifically
addressed), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the outstanding Securities, a written notice specifying such
default or breach and requiring it to be remedied and stating that such notice
is a "Notice of Default" hereunder; or

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

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

         If an Event of Default occurs and is continuing, and in each and every
such case, unless the principal of all of the Securities shall have already
become due and payable, either the Trustee or the Holders of not less than 25%
in aggregate principal amount of the Securities then outstanding hereunder, by
notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal of, premium (if any) and
accrued, but unpaid, interest on the Securities to be due and payable
immediately, and upon any such declaration the same shall become immediately due
and payable. If an Event of Default referenced under clause (d) or (e) of this
Section 5.01 shall have occurred, the principal of, premium, if any, and
accrued, but unpaid, interest on the Securities will automatically become
immediately due and payable without further action.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal of the Securities shall have been so
declared due and payable, and before any judgment or decree for the payment of
the moneys due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities and the principal of
and premium, if any, on any and all Securities which shall have become due
otherwise than by acceleration (with interest upon such principal and premium,
if any, and, to the extent that payment of such interest is enforceable under
applicable law, on overdue installments of interest, at the same rate


                                       22
<PAGE>


as the rate of interest then borne by the Securities, to the date of such
payment or deposit) and such amount as shall be sufficient to cover compensation
to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of or premium, if any, on
Securities which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided in this Indenture, then and in every
such case the Holders of a majority in aggregate principal amount of the
Securities then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults and rescind and annul such declaration and its
consequences, but no such waiver or rescission and annulment shall extend to or
shall affect any subsequent default or shall impair any right consequent
thereon.

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

         SECTION 5.02 Payment of Securities on Default; Suit Therefor.

         The Company covenants that in case an Event of Default under Section
5.01(a), (b) or (c) shall have occurred and be continuing, then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the Holders
of the Securities, the whole amount that then shall have become due and payable
on all Securities for principal and premium, if any, or interest, or both, as
the case may be, with interest upon the overdue principal and premium, if any,
and (to the extent that payment of such interest is enforceable under applicable
law) upon the overdue installments of interest at the rate borne by the
Securities; and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including a reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any expenses
or liabilities incurred by the Trustee hereunder other than through its
negligence or bad faith.

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on the Securities wherever situated the moneys
adjudged or decreed to be payable.

         In case an Event of Default under Section 5.01(d) or (e) shall have
occurred, the Trustee, irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section 5.02, shall be entitled and
empowered, by intervention in such proceedings or otherwise, (a) to file and
prove a claim or claims for the


                                       23
<PAGE>


whole amount of principal and interest owing and unpaid in respect of the
Securities and, in case of any judicial proceedings, to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to
have the claims of the Trustee (including any claim for reasonable compensation
to the Trustee and each predecessor Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee,
except as a result of negligence or bad faith) and of the Securityholders
allowed in such judicial proceedings relative to the Company or any other
obligor on the Securities, or to the creditors or property of the Company or
such other obligor, unless prohibited by applicable law and regulations, (b) to
vote on behalf of the Holders of the Securities in any election of a trustee or
a standby trustee in arrangement, reorganization, liquidation or other
bankruptcy or insolvency proceedings (or of a person performing similar
functions in comparable proceedings), and (c) to collect and receive any moneys
or other property payable or deliverable on any such claims, and to distribute
the same after the deduction of its charges and expenses; and any receiver,
assignee or trustee in bankruptcy or reorganization is hereby authorized by each
of the Securityholders to make such payments to the Trustee, and, in the event
that the Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith.

         Nothing herein contained shall be construed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Securityholder in any such proceeding.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the Holders of the
Securities.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities, and it shall not be necessary to make any Holders of the
Securities parties to any such proceedings.

         SECTION 5.03 Application of Moneys Collected by Trustee.

         Any moneys collected by the Trustee pursuant to this Article V shall be
applied in the following order, at the date or dates fixed by the Trustee for
the distribution of such moneys, upon presentation of the several Securities in
respect of which moneys have been collected, and stamping thereon the payment,
if only partially paid, and upon surrender thereof if fully paid:


                                       24
<PAGE>


         First: To the payment of costs and expenses of collection applicable to
the Securities and compensation to the Trustee, its agents, attorneys and
counsel, and of all other expenses and liabilities incurred, and all advances
made, by the Trustee except as a result of its negligence or bad faith;

         Second: To the payment of the amounts then due and unpaid upon
Securities for principal of (and premium, if any) and interest on the
Securities, in respect of which or for the benefit of which money has been
collected, ratably, without preference or priority of any kind, according to the
amounts due on Securities for principal (and premium, if any) and interest,
respectively; and

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

         SECTION 5.04 Proceedings by Securityholders.

         No Holder of any Security shall have any right by virtue of 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 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
Securities specifying such Event of Default, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities then outstanding shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee security or indemnity reasonably
satisfactory to the Trustee as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity shall have failed to
institute any such action, suit or proceeding, it being understood and intended,
and being expressly covenanted by the taker and Holder of every Security with
every other taker and Holder and the Trustee, that no one or more Holders of
Securities shall have any right in any manner whatever by virtue of or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holder of Securities, 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 Securities.

         Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Security to receive payment of the principal of (and
premium, if any) and interest, if any, on such Security, on or after the same
shall have become due and payable, or to institute suit for the enforcement of
any such payment, shall not be impaired or affected without the consent of such
Holder. For the protection and enforcement of the provisions of this Section,
each and every Securityholder and the Trustee shall be entitled to such relief
as can be given either at law or in equity.

         SECTION 5.05 Proceedings by Trustee.

         In case of an Event of Default, 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


                                       25
<PAGE>


Trustee shall deem most effectual to protect and enforce any of such rights,
either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement
contained in this Indenture or in aid of the exercise of any power granted in
this Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

         SECTION 5.06 Remedies Cumulative and Continuing.

         Except as otherwise provided in the last paragraph of Section 2.08 with
respect to the replacement or payment of mutilated, lost or stolen Securities,
all powers and remedies given by this Article V to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or the
Holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or any Holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 5.04, every power and remedy
given by this Article V or by law to the Trustee or to the Securityholders may
be exercised from time to time, and as often as shall be deemed expedient, by
the Trustee or by the Securityholders.

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

         The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding shall have the right to direct the time,
method, and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, in respect
of the Securities; provided, however, that (subject to the provisions of Section
6.01) the Trustee shall have the right to decline to follow any such direction
if the Trustee shall determine that the action so directed would be unjustly
prejudicial to the Holders that are entitled but fail to take part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of the Securities,
the Holders of a majority in aggregate principal amount of the Securities at the
time outstanding may on behalf of the Holders of all of the Securities waive any
past default or Event of Default, and its consequences, except a default (a) in
the payment of principal of, or premium, if any, or interest on any of the
Securities, (b) in respect of covenants or provisions hereof which cannot be
modified or amended without the consent of the Holder of each Security affected,
or (c) a default of the covenants contained in Section 3.06. 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 Securities
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by this Section 5.07, said default


                                       26
<PAGE>


or Event of Default shall for all purposes of the Securities and this Indenture
be deemed to have been cured and to be not continuing.

         SECTION 5.08 Notice of Defaults.

         The Trustee shall, within 60 days after the occurrence of a default
with respect to the Securities, mail to all Securityholders, as the names and
addresses of such Holders appear upon the Security Register, notice of all
defaults known to the Trustee, unless such defaults shall have been cured before
the giving of such notice (the term "defaults" for the purpose of this Section
5.08 being hereby defined to be the events specified in clauses (a), (b), (c),
(d) and (e) of Section 5.01, not including periods of grace, if any, provided
for therein, and irrespective of the giving of any written notice provided for
therein); and provided that, except in the case of default in the payment of the
principal of, or premium, if any, or interest on any of the Securities, 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 directors
and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Securityholders, and
provided further, that in the case of any default of the character specified in
Section 5.01(c), no such notice to Securityholders shall be given until at least
60 days after the Trustee has notified the Company of such occurrence but shall
be given within 90 days after such occurrence.

         SECTION 5.09 Undertaking to Pay Costs.

         All parties to this Indenture agree, and each Holder of any Security by
such Holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate 10% or more in aggregate principal
amount of the Securities outstanding, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security against the Company on or after the
same shall have become due and payable.

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

         SECTION 6.01 Duties and Responsibilities of Trustee.

         With respect to the Holders of Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default and after the curing or
waiving of all Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default has occurred (which has not been cured or
waived) the Trustee shall exercise such of the rights and powers vested in it by
this Indenture,


                                       27
<PAGE>


and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
affairs.

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

         (a) prior to the occurrence of an Event of Default and after the curing
or waiving of all Events of Default which may have occurred

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

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

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

         (c) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith, in accordance with the direction of the
Securityholders pursuant to Section 5.07, relating to the time, method and place
of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture.

         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. Whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the eligibility
of affording protection to the Trustee shall be subject to the provisions of
this Section 6.01.

         SECTION 6.02 Reliance on Documents, Opinions, etc.

         Except as otherwise provided in Section 6.01:


                                       28
<PAGE>


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

         (b) any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof be herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

         (c) the Trustee may consult with counsel of its selection and any
advice or Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel;

         (d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby;

         (e) the Trustee shall not be liable for any action taken or omitted by
it in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default (that has not been cured or waived) to exercise with respect to
Securities such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of such person's
own affairs;

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

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

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


                                       29
<PAGE>


         (i) the Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the designated corporate trust office of
the Trustee, and such notice references the Securities and this Indenture;

         (j) the rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and to each agent, custodian and other Person employed to act
hereunder;

         (k) the Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded; and

         (l) the Trustee shall be under no obligation to institute any suit, or
to take any remedial proceeding under this Indenture, or to enter any appearance
or in any way defend in any suit in which it may be made defendant, or in the
enforcement of any rights and powers hereunder, if the Trustee reasonably
believes that it will not be adequately indemnified as provided in this
Indenture.

         SECTION 6.03 No Responsibility for Recitals, etc.

         The recitals contained herein and in the Securities (except in the
Certificate of Authentication of the Trustee or the Authenticating Agent) shall
be taken as the statements of the Company and the Trustee and the Authenticating
Agent assume no responsibility for the correctness of the same. The Trustee and
the Authenticating Agent make no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee and the
Authenticating Agent shall not be accountable for the use or application by the
Company of the proceeds of any Securities authenticated and delivered by the
Trustee or the Authenticating Agent in conformity with the provisions of this
Indenture.

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

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

         SECTION 6.05 Moneys to be Held in Trust.

         Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company.
So


                                       30
<PAGE>


long as no Event of Default shall have occurred and be continuing, all interest
allowed on any such moneys shall be paid from time to time to the Company or its
order upon the written order of the Company, signed by the Chairman of the Board
of Directors (if an executive officer), the President, any Vice President, the
Treasurer or any Assistant Treasurer of the Company.

         SECTION 6.06 Compensation and Expenses of Trustee.

         The Company covenants and agrees to pay to the Trustee from time to
time, and the Trustee shall be entitled to, such compensation as shall be agreed
in writing between the Company and the Trustee (which shall not be limited by
any provision of law in regard to the compensation of a trustee of an express
trust), and the Company will pay or reimburse the Trustee upon its 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 and any amounts paid by the
Trustee to any Authenticating Agent pursuant to Section 6.13) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
The Company also covenants to indemnify each of the Trustee and any predecessor
Trustee (and its officers, agents, directors and employees) for, and to hold it
harmless against, any and all loss, liability, damages, claim, action, suit,
cost or expense, including taxes (other than taxes based on the income of the
Trustee) of any kind and nature whatsoever 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 trust, including the costs and expenses of
defending itself against any claim (whether asserted by the Company, a Holder of
Securities or any other Person) of liability in the premises. The obligations of
the Company under this Section 6.06 to compensate and indemnify the Trustee and
to pay or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder, and shall survive the resignation
or removal of the Trustee and the termination of this Indenture. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(d) or Section 5.01(e), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the termination of this
Indenture.

         SECTION 6.07 Officers' Certificate as Evidence.

         Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the


                                       31
<PAGE>


absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 6.08 Conflicting Interest of Trustee.

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

         SECTION 6.09 Eligibility of Trustee.


         The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States of America or any State or
territory thereof or of the District of Columbia or a corporation or other
Person 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 corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purposes of
this Section 6.09 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published.

         The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve as
Trustee.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

         SECTION 6.10 Resignation or Removal of Trustee.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
any time resign by giving written notice of such resignation to the Company and
by mailing notice thereof to the Holders of Securities at their addresses as
they shall appear on the Security Register. Upon receiving such notice of
resignation, the Company shall promptly appoint a successor trustee or trustees
by written instrument, in duplicate, executed by order of its Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed and have accepted appointment within 30 days after the
mailing of such notice of resignation to the Securityholders, the resigning
Trustee may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide Holder of a Security or Securities for at least six
months may, subject to the provisions of Section 5.09, on behalf of himself or
herself and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor Trustee.

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


                                       32
<PAGE>


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

                  (ii) the Trustee shall cease to be eligible in accordance with
         the provisions of Section 6.09 and shall fail to resign after written
         request therefor by the Company or by any such Securityholder, or

                  (iii) the Trustee shall become incapable of acting, or shall
         be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
         its property shall be appointed, or any public officer shall take
         charge or control of the Trustee or of its property or affairs for the
         purpose of rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove the Trustee and appoint a
successor trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or, subject to the
provisions of Section 5.09, any Securityholder who has been a bona fide Holder
of a Security or Securities for at least six months may, on behalf of himself or
herself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
trustee. Such court may thereupon, after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee.

         (c) The Holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Trustee and
nominate a successor trustee which shall be deemed appointed as successor
trustee unless within 10 days after such nomination the Company objects thereto,
in which case the Trustee so removed or any Securityholder, upon the terms and
conditions and otherwise as provided in subsection (a) of this Section 6.10, may
petition, at the expense of the Company, any court of competent jurisdiction for
an appointment of a successor trustee.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 6.10 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 6.11.

         SECTION 6.11 Acceptance by Successor Trustee.

         Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall become
vested with all the rights, powers, duties and obligations with respect to the
Securities of its predecessor hereunder, with like effect as if originally named
as trustee herein; but, nevertheless, on the written request of the Company or
of the successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to the provisions of Section 6.06, execute and
deliver an instrument transferring to such successor trustee all the rights and
powers of the trustee so ceasing to act and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such retiring
trustee thereunder. Upon


                                       33
<PAGE>


request of any such successor trustee, the Company shall execute any and all
instruments in writing for more fully and certainly vesting in and confirming to
such successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 6.06.

         No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the Holders of Securities at their addresses as they shall
appear on the Security Register. If the Company fails to mail such notice within
10 days after the acceptance of appointment by the successor trustee, the
successor trustee shall cause such notice to be mailed at the expense of the
Company.

         SECTION 6.12 Succession by Merger, etc.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such
Securities so authenticated; and in case at that time any of the Securities
shall not have been authenticated, any successor to the Trustee may authenticate
such Securities either in the name of any predecessor hereunder or in the name
of the successor trustee; and in all such cases such certificates shall have the
full force which it is anywhere in the Securities or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

         SECTION 6.13 Authenticating Agents.

         There may be one or more Authenticating Agents appointed by the Trustee
upon the request of the Company with power to act on its behalf and subject to
its direction in the authentication and delivery of Securities issued upon
exchange or transfer thereof as fully to all intents and purposes as though any
such Authenticating Agent had been expressly authorized to authenticate and
deliver Securities; provided, that the Trustee shall have no liability to the
Company for any acts or omissions of the Authenticating Agent with respect to
the authentication and delivery of Securities. Any such Authenticating Agent
shall at all times be a corporation organized and doing business under the laws
of the United States or of any State or


                                       34
<PAGE>


territory thereof or of the District of Columbia authorized under such laws to
act as Authenticating Agent, having a combined capital and surplus of at least
$5,000,000 and being subject to supervision or examination by Federal, State,
territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually pursuant to law or the requirements of
such authority, then for the purposes of this Section 6.13 the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect herein specified in this Section.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, if such successor corporation is
otherwise eligible under this Section 6.13 without the execution or filing of
any paper or any further act on the part of the parties hereto or such
Authenticating Agent.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and to the Company. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section 6.13, the
Trustee may, and upon the request of the Company shall, promptly appoint a
successor Authenticating Agent eligible under this Section 6.13, shall give
written notice of such appointment to the Company and shall mail notice of such
appointment to all Holders of the Securities as the names and addresses of such
Holders appear on the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent herein.

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

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

         SECTION 7.01 Action by Securityholders.

         Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Securities may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action) the fact that at
the time of taking any such action the Holders of such specified percentage have
joined therein may be evidenced (a) by any instrument or any number of
instruments of similar tenor executed by such Securityholders in person or by
agent or proxy appointed in writing, or (b) by the record of such Holders of
Securities voting in favor thereof at any meeting of such


                                       35
<PAGE>


Securityholders duly called and held in accordance with the provisions of
Article VIII hereof, or (c) by a combination of such instrument or instruments
and any such record of such a meeting of such Securityholders.

         If the Company shall solicit from the Securityholders 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 Securityholders 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 Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Securities have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other action, and for that purpose the
outstanding Securities shall be computed as of the record date; provided,
however, that no such authorization, agreement or consent by such
Securityholders on the record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Indenture not later than six
months after the record date.

         SECTION 7.02 Proof of Execution by Securityholders.

         Subject to the provisions of Sections 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
Register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.

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

         SECTION 7.03 Who Are Deemed Absolute Owners.

         Prior to due presentment for registration of transfer of any Security,
the Company, the Trustee, any Authenticating Agent, any paying agent, any
transfer agent and any Security registrar may deem the person in whose name such
Security shall be registered upon the Security Register to be, and may treat
such person as, the absolute owner of such Security (whether or not such
Security shall be overdue) for the purpose of receiving payment of or on account
of the principal of, and premium, if any, and interest on such Security and for
all other purposes; and neither the Company nor the Trustee nor any
Authenticating Agent nor any paying agent nor any transfer agent nor any
Security registrar shall be affected by any notice to the contrary.

         SECTION 7.04 Securities Owned by Company Deemed Not Outstanding.

         In determining whether the Holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Company or any other obligor
on the Securities or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with


                                       36
<PAGE>


the Company or any other obligor on the Securities shall be disregarded and
deemed not to be outstanding for the purpose of any such determination; provided
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Securities which a
Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 7.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Securities and that the pledgee is not the Company or any such other
obligor or person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor. In
the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee.

         SECTION 7.05 Revocation of Consents; Future Holders Bound.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the Holders of the
percentage in aggregate principal amount of the Security specified in this
Indenture in connection with such action, any Holder of a Security (or any
Security issued in whole or in part in exchange or substitution therefor) the
serial number of which is shown by the evidence to be included in the Securities
the Holders of which have consented to such action may, by filing written notice
with the Trustee at its Principal Office and upon proof of holding as provided
in Section 7.02, revoke such action so far as concerns such Security (or so far
as concerns the principal amount represented by any exchanged or substituted
Security). Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

         SECTION 8.01 Purposes of Meetings.

         A meeting of Securityholders may be called at any time and from time to
time pursuant to the provisions of this Article VIII for any of the following
purposes:

         (a) to give any notice to the Company or to the Trustee, or to give any
directions to the Trustee, or to consent to the waiving of any default hereunder
and its consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of Article V hereof;

         (b) to remove the Trustee and nominate a successor trustee pursuant to
the provisions of Article VI hereof;

         (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 9.02; or


                                       37
<PAGE>


         (d) to take any other action authorized to be taken by or on behalf of
the Holders of any specified aggregate principal amount of the Securities under
any other provision of this Indenture or under applicable law.

         SECTION 8.02 Call of Meetings by Trustee.

         The Trustee may at any time call a meeting of Securityholders to take
any action specified in Section 8.01, to be held at such time and at such place
in the Borough of Manhattan, The City of New York, or in Wilmington, Delaware,
as the Trustee shall determine. Notice of every meeting of the Securityholders,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be mailed to Holders of
Securities at their addresses as they shall appear on the Securities Register.
Such notice shall be mailed not less than 20 nor more than 180 days prior to the
date fixed for the meeting.

         SECTION 8.03 Call of Meetings by Company or Securityholders.

         In case at any time the Company pursuant to a resolution of the Board
of Directors, or the Holders of at least 10% in aggregate principal amount of
the Securities then outstanding, shall have requested the Trustee to call a
meeting of Securityholders, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have mailed the notice of such meeting within 20 days after receipt of such
request, then the Company or such Securityholders may determine the time and the
place in said Borough of Manhattan, The City of New York, or Wilmington,
Delaware for such meeting and may call such meeting to take any action
authorized in Section 8.01, by mailing notice thereof as provided in Section
8.02.

         SECTION 8.04 Qualifications for Voting.

         To be entitled to vote at any meeting of Securityholders a person shall
(a) be a Holder of one or more Securities or (b) a person appointed by an
instrument in writing as proxy by a Holder of one or more such Securities. The
only persons who shall be entitled to be present or to speak at any meeting of
Securityholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

         SECTION 8.05 Regulations.

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chair of the meeting, unless the meeting shall have been called by the Company
or by Securityholders as provided in Section 8.03, in which case the Company or
the Securityholders calling the meeting, as the case may be, shall in like
manner appoint a temporary chair. A permanent chair and a permanent secretary of
the meeting shall be elected by majority vote of the meeting.


                                       38
<PAGE>


         Subject to the provisions of Section 7.04, at any meeting of
Securityholders, each Holder of Securities with respect to which such meeting is
being held or proxy therefor shall be entitled to one vote for each $1,000
principal amount of Securities held or represented by such Holder; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Security challenged as not outstanding and ruled by the chair of the meeting to
be not outstanding. The chair of the meeting shall have no right to vote other
than by virtue of Securities held by him or her or instruments in writing as
aforesaid duly designating him or her as the person to vote on behalf of other
Securityholders. Any meeting of Securityholders duly called pursuant to the
provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

         SECTION 8.06 Voting.

         The vote upon any resolution submitted to any meeting of Holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such Holders or of their representatives by proxy and the serial
number or numbers of the Securities held or represented by them. The permanent
chair of the meeting shall appoint two inspectors of votes who shall count all
votes cast at the meeting for or against any resolution and who shall make and
file with the secretary of the meeting their verified written reports in
triplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of each meeting of Securityholders shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was mailed as
provided in Section 8.02. The record shall show the serial numbers of the
Securities voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chair and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting.

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

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01 Supplemental Indentures without Consent of
Securityholders.

         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 applicable to indentures
qualified thereunder), without the consent of the Securityholders, for one or
more of the following purposes:

         (a) to evidence the succession of another entity to the Company, or
successive successions, and the assumption by the successor entity of the
covenants, agreements and obligations of the Company pursuant to Article X
hereof;


                                       39
<PAGE>


         (b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the Holders of Securities as
the Board of Directors and the Trustee shall consider to be for the protection
of the Holders of Securities, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions or
conditions a default or an Event of Default permitting the enforcement of all or
any of the several remedies provided in this Indenture as herein set forth;
provided, however, that in respect of any such additional covenant, restriction
or condition such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default;

         (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture; provided that any such action shall not adversely
affect the interests of the Holders of the Securities in any material respect;

         (d) to add to, delete from, or revise the terms of Securities,
including, without limitation, any terms relating to the issuance, exchange,
registration or transfer of Securities; provided, that no such action shall
adversely affect the interests of Holders of outstanding Securities;

         (e) to evidence and provide for the acceptance of appointment hereunder
by a successor trustee with respect to the Securities and to add to or change
any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one trustee,
pursuant to the requirements of Section 6.11;

         (f) to make any change that does not adversely affect the rights of any
Securityholder in any material respect; or

         (g) to provide for the issuance of and establish the form and terms and
conditions of the Securities, to establish the form of any certifications
required to be furnished pursuant to the terms of this Indenture, or to add to
the rights of the Holders of Securities.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to, but may in its discretion, enter into any such
supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.


                                       40
<PAGE>


         SECTION 9.02 Supplemental Indentures with Consent of Securityholders.

         With the consent (evidenced as provided in Section 7.01) of the Holders
of a majority in aggregate principal amount of the Securities at the time
outstanding, the Company, when authorized by a Board Resolution, and the Trustee
may from time to time and at any time enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act then in effect applicable to indentures qualified thereunder) for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Holders of the Securities; provided,
however, that no such supplemental indenture shall, without the consent of the
Holders of each Security, (i) change the Stated Maturity of any such Security,
or reduce the rate (or change the manner of calculation of the rate) or change
any date on which interest thereon is payable, or reduce the principal amount
thereof or any premium thereon, or change any redemption or repayment date or
period or price, or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Securities, or impair or affect the right of any Securityholder to institute
suit for payment thereof, (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture or
(iii) otherwise materially and adversely affect the interests of the Holders of
any such Security.

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

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

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


                                       41
<PAGE>


         SECTION 9.03 Notation on Securities.

         Securities authenticated and delivered after the execution of any
supplemental indenture affecting the Securities pursuant to the provisions of
this Article IX may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee or the Authenticating
Agent and delivered in exchange for the Securities then outstanding.

         SECTION 9.04 Evidence of Compliance of Supplemental Indenture to be
                      Furnished to Trustee.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article IX.

                                    ARTICLE X
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

         SECTION 10.01 Company May Consolidate, etc., on Certain Terms.

         Nothing contained in this Indenture or in any of the Securities 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 or its successor or successors,
as the case may be, shall be a party or parties, or shall prevent any sale,
conveyance, transfer or lease of the property of the Company, or its successor
or successors, as the case may be, as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company or its
successor or successors, as the case may be) authorized to acquire and operate
the same; provided, that (a) the Company is the surviving entity, or the entity
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, conveyance, transfer or lease of property is
made is a corporation, partnership, trust or other entity organized and existing
under the laws of the United States or any State thereof or the District of
Columbia, (b) if the Company is not the surviving entity, upon any such
consolidation, merger, sale, conveyance, transfer or lease, the due and punctual
payment of the principal of and interest on the Securities according to their
tenor, and the due and punctual performance and observance of all the covenants
and conditions of this Indenture to be kept or performed by the Company shall be
expressly assumed by the surviving entity, by supplemental indenture (which
shall conform to the provisions of the Trust Indenture Act as then in effect
applicable to indentures qualified thereunder) satisfactory in form to the
Trustee executed and delivered to the Trustee by the entity formed by such
consolidation, or into which the Company shall have been merged, or by the
entity which shall have acquired such property, as the case may be, (c) after
giving effect to such consolidation, merger, sale, conveyance, transfer or
lease, no Default or Event of Default shall have occurred and be continuing, and
(d) each company that is an insurance subsidiary of the Company immediately
prior to the transaction shall, immediately after such transaction, have an A.M.
Best financial


                                       42
<PAGE>


strength rating equal to or higher than the rating assigned to such subsidiary
immediately prior to the transaction.

         SECTION 10.02 Successor Entity to be Substituted for Company.

         In case of any such consolidation, merger, conveyance or transfer and
upon the assumption by the successor entity, by supplemental indenture, executed
and delivered to the Trustee and satisfactory in form to the Trustee, of the due
and punctual payment of the principal of and premium, if any, and interest on
all of the Securities and the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to be performed or observed by
the Company, such successor entity shall succeed to and be substituted for the
Company, with the same effect as if it had been named herein as the party of the
first part, and the Company thereupon shall be relieved of any further liability
or obligation hereunder or upon the Securities. Such successor entity thereupon
may cause to be signed, and may issue either in its own name or in the name of
the Company, any or all of the Securities issuable hereunder which theretofore
shall not have been signed by the Company and delivered to the Trustee or the
Authenticating Agent; and, upon the order of such successor entity instead of
the Company and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee or the Authenticating Agent shall authenticate
and deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor entity thereafter shall
cause to be signed and delivered to the Trustee or the Authenticating Agent for
that purpose. All the Securities so issued shall in all respects have the same
legal rank and benefit under this Indenture as the Securities theretofore or
thereafter issued in accordance with the terms of this Indenture as though all
of such Indentures had been issued at the date of the execution hereof.

         SECTION 10.03 Opinion of Counsel to be Given to Trustee.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive an Opinion of Counsel as conclusive evidence that any consolidation,
merger, conveyance or transfer, and any assumption, permitted or required by the
terms of this Article X complies with the provisions of this Article X.

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 11.01 Discharge of Indenture.

         When (a) the Company shall deliver to the Trustee for cancellation all
Securities theretofore authenticated (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) and not theretofore cancelled or (b) all the
Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company shall deposit with the Trustee, in trust,
immediately available funds sufficient to pay at maturity or upon


                                       43
<PAGE>


redemption all of the Securities (other than any Securities which shall have
been destroyed, lost or stolen and which shall have been replaced or paid as
provided in Section 2.08) not theretofore cancelled or delivered to the Trustee
for cancellation, including principal of, premium, if any, and interest
(including Compound Interest and Additional Interest, if any) due or to become
due to such date of maturity or redemption date, as the case may be, but
excluding, however, the amount of any moneys for the payment of principal of,
and premium, if any, or interest on the Securities (1) theretofore repaid to the
Company in accordance with the provisions of Section 11.04, or (2) paid to any
State or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if, in either case, the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect, except that the provisions of Sections 2.05,
2.07, 2.08, 3.01, 3.02, 3.04, 6.06, 6.10 and 11.04 hereof shall survive until
such Securities shall mature and be paid. Thereafter, Sections 6.06 and 11.04
shall survive, and the Trustee, on demand of the Company accompanied by any
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture, the Company, however, hereby agreeing to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee in connection with this Indenture or the Securities.

         SECTION 11.02 Deposited Moneys to be Held in Trust by Trustee.

         Subject to the provisions of Section 11.04, all moneys deposited with
the Trustee pursuant to Section 11.01 shall be held in trust and applied by it
to the payment, either directly or through any paying agent (including the
Company if acting as its own paying agent), to the Holders of the particular
Securities for the payment of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal, premium, if
any, and interest.

         SECTION 11.03 Paying Agent to Repay Moneys Held.

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

         SECTION 11.04 Return of Unclaimed Moneys.

         Any moneys deposited with or paid to the Trustee or any paying agent
for payment of the principal of, and premium, if any, or interest on Securities
and not applied but remaining unclaimed by the Holders of Securities for two
years after the date upon which the principal of, and premium, if any, or
interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company by the Trustee or such paying agent on
written demand; and the Holder of any of the Securities shall thereafter look
only to the Company for any payment which such Holder may be entitled to collect
and all liability of the Trustee or such paying agent with respect to such
moneys shall thereupon cease.


                                       44
<PAGE>


                                   ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         SECTION 12.01 Indenture and Securities Solely Entity Obligations.

         No recourse for the payment of the principal of or premium, if any, or
interest on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, member, partner, officer or
director, as such, past, present or future, of the Company or of any successor
entity of the Company, either directly or through the Company or any successor
entity of the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         SECTION 13.01 Successors.

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

         SECTION 13.02 Official Acts by Successor Entity.

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

         SECTION 13.03 Surrender of Company Powers.

         The Company by instrument in writing executed by authority of at least
2/3 (two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company and as to any successor
entity.

         SECTION 13.04 Addresses for Notices, etc.

         Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the Holders of
Securities on the Company may be given or served by being deposited postage
prepaid by first class mail in a post office letter box addressed (until another
address is filed by the Company with the Trustee for the purpose) to the
Company, Meadowbrook Insurance Group, Inc., 26600 Telegraph Road, Suite 300,
Southfield, Michigan 48034-2438, Attention: General Counsel. Any notice,
direction, request or demand by


                                       45
<PAGE>


any Securityholder to or upon the Trustee shall be deemed to have been
sufficiently given or made, for all purposes, if given or made in writing at the
office of the Trustee, addressed to the Trustee, Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

         SECTION 13.05 Governing Law.

         This Indenture and each Security shall be governed by, and construed in
accordance with, the laws of the State of New York, without regard to conflicts
of laws principles thereof (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).

         SECTION 13.06 Submission to Jurisdiction.

         The Company and the Trustee each irrevocably and unconditionally
submits to the nonexclusive jurisdiction of the courts of the State of New York
and the federal courts of the United States located in the Borough of Manhattan,
The City of New York (and any courts having jurisdiction over appeals therefrom)
in respect of any action, suit or proceeding arising out of this Indenture or
the Securities or any of the transactions contemplated thereby and waives to the
extent permitted by law any objection to venue in respect thereof (based on
inconvenient forum or otherwise). Unless the Company or the Trustee, as the case
may be, maintains a registered agent in the State of New York, each such party
agrees that process in any such suit may be served by mailing the relevant
process, by registered or certified mail, return receipt requested, to the
address of such party then specified pursuant to Section 13.04.

         SECTION 13.07 Evidence of Compliance with Conditions Precedent.

         Upon any application or demand by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers' Certificate stating that in the opinion of
the signers all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and an Opinion of
Counsel stating that, in the opinion of such counsel, all such conditions
precedent have been complied with.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based; (3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and (4) a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with.


                                       46
<PAGE>


         SECTION 13.08 Table of Contents, Headings, etc.

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

         SECTION 13.09 Execution in Counterparts.

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

         SECTION 13.10 Separability.

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

                                   ARTICLE XIV
                            REDEMPTION OF SECURITIES

         SECTION 14.01 Optional Redemption.

         The Securities are redeemable prior to their Stated Maturity at the
option of the Company (i) in whole or in part, from time to time, on or after
May 24, 2009 on an Interest Payment Date or (ii) at any time prior to May 24,
2009, in whole but not in part, upon the occurrence and continuation of a Tax
Event, in either case at a redemption price (the "Redemption Price") equal to
100% of the principal amount thereof, plus unpaid interest thereon (including
Additional Interest and Compound Interest, if any) accrued to the date of
redemption; provided (A) that the Company may not exercise its option to redeem
with respect to a Tax Event unless it fixes, not later than 90 days after the
occurrence of such Tax Event, a date for such redemption and mails a notice
thereof to Holders pursuant to Section 14.02, and (B) that the Company may not
exercise its option to redeem with respect to a Tax Event unless it pays a
premium, in addition to the Redemption Price, in cash equal to the product of
(y) 100% of the outstanding principal amount of such Security, and (z) the
percentage specified below for the applicable date of redemption:

<Table>
<Caption>

    Redemption During the 12-Month
       Period Beginning May 24,                 Percentage of Principal Amount
    ------------------------------              ------------------------------
<S>                                             <C>

                2004                                         5%

                2005                                         4%

                2006                                         3%

                2007                                         2%

                2008                                         1%

         2009 and thereafter                                 0%
</Table>


                                       47
<PAGE>



         SECTION 14.02 Notice of Redemption; Selection of Securities.

         In case the Company shall desire to exercise the right to redeem all,
or, as the case may be, any part of the Securities in accordance with their
terms, it shall fix a date for redemption and shall mail a notice of such
redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the Holders of Securities so to be redeemed as a whole or in part
at their last addresses as the same appear on the Security Register, with a copy
to the Trustee. Such mailing shall be by first class mail. The notice if mailed
in the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the Holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to the Holder of any
Security designated for redemption as a whole or in part shall not affect the
validity of the proceedings for the redemption of any other Security.

         Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP number), specify the date fixed for redemption, the
redemption price and premium, if any, at which Securities are to be redeemed,
the place or places of payment, that payment will be made upon presentation and
surrender of such Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. If less than all the Securities are to be redeemed the notice of
redemption shall specify the numbers of the Securities to be redeemed. In case
any Security is to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall state
that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities in principal amount equal to the
unredeemed portion thereof will be issued.

         Prior to 10:00 a.m. New York City time on the redemption date specified
in the notice of redemption given as provided in this Section, the Company will
deposit with the Trustee or with one or more paying agents an amount of money
sufficient to redeem on the redemption date all the Securities so called for
redemption at the appropriate redemption price and premium, if any, together
with accrued interest to the date fixed for redemption.

         If the Securities are to be redeemed, the Company will give the Trustee
notice not less than 60 days prior to the redemption date as to the aggregate
principal amount of Securities to be redeemed and, in the case of a partial
redemption, the Trustee shall select, in such manner as in its sole discretion
it shall deem appropriate and fair, the Securities or portions thereof (in
integral multiples of $1,000) to be redeemed.

         SECTION 14.03 Payment of Securities Called for Redemption.

         If notice of redemption has been given as provided in Section 14.02,
the Securities or portions of Securities with respect to which such notice has
been given shall become due and


                                       48
<PAGE>


payable on the date and at the place or places stated in such notice at the
applicable redemption price and premium, if any, together with interest accrued
to the date fixed for redemption, and on and after said date (unless the Company
shall default in the payment of such Securities at the redemption price and
premium, if any, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue. On presentation and surrender of such Securities at a place of payment
specified in said notice, the said Securities or the specified portions thereof
shall be paid and redeemed by the Company at the applicable redemption price and
premium (if any), together with interest accrued thereon to the date fixed for
redemption.

         Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder
thereof, at the expense of the Company, a new Security or Securities of
authorized denominations, in principal amount equal to the unredeemed portion of
the Security so presented.



                                       49
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers or agents thereunto duly authorized,
all as of the day and year first above written.

                                          MEADOWBROOK INSURANCE GROUP, INC.
Attest:




/s/ MICHAEL G. COSTELLO                   By: /s/ ROBERT S. CUBBIN
--------------------------------------       ----------------------------------
Name:   Michael G. Costello                  Name:  Robert S. Cubbin
Title:  Secretary                            Title: President & Chief Executive
                                                    Officer




                                          WILMINGTON TRUST COMPANY,
                                          as Trustee

                                          By: /s/ [ILLEGIBLE]
                                             ----------------------------------
                                             Name:
                                             Title:

                                       50
<PAGE>


                                                                       EXHIBIT A


                               [FORM OF SECURITY]

                                 (FORM OF FACE)


         THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER
APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY OR ANY INTEREST
OR PARTICIPATION HEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY
BE, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN PRIOR TO THE DATE WHICH IS THE LATER OF (i) TWO YEARS (OR
SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES
ACT) AFTER THE LATER OF (Y) THE DATE OF ORIGINAL ISSUANCE HEREOF AND (Z) THE
LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE (AS DEFINED IN RULE 405 UNDER
THE SECURITIES ACT) OF THE COMPANY WAS THE HOLDER OF THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION (OR ANY PREDECESSOR THERETO) AND (II) SUCH LATER DATE,
IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A)
TO THE COMPANY, (B) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON THE HOLDER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER", AS DEFINED IN RULE 144A, THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3), (7) OR (8) OF
RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THIS SECURITY OR SUCH
INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES TO NON-US PERSONS THAT OCCUR
OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT OR
(E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER,
SALE

<PAGE>


OR TRANSFER PURSUANT TO CLAUSE (C) OR (E) ABOVE TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.
THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY ITS
ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, AGREES THAT IT WILL COMPLY
WITH THE FOREGOING RESTRICTIONS.

         THE HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, BY
ITS ACCEPTANCE HEREOF OR THEREOF, AS THE CASE MAY BE, ALSO AGREES, REPRESENTS
AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN, INDIVIDUAL RETIREMENT
ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR
AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S
INVESTMENT IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY
ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, UNLESS
SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER
U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60,
91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING
OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION IS NOT PROHIBITED BY SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY INTEREST OR
PARTICIPATION HEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING HEREOF OR THEREOF, AS THE CASE MAY BE, THAT EITHER (i) IT IS NOT AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO
WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING
ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY
USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE,
OR (II) SUCH PURCHASE AND HOLDING WILL NOT RESULT IN A PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE FOR WHICH THERE IS NO
APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

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

         THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF. ANY
ATTEMPTED TRANSFER OF THIS SECURITY IN


                                       2
<PAGE>


DENOMINATIONS OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
EFFECT WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN FOR ANY PURPOSE,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS SECURITY OR
SUCH INTEREST OR PARTICIPATION, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST WHATSOEVER IN THIS SECURITY OR ANY INTEREST OR PARTICIPATION
HEREIN.



No. 1

                        MEADOWBROOK INSURANCE GROUP, INC.
                     FLOATING RATE SENIOR DEBENTURE DUE 2034

$12,000,000

         Meadowbrook Insurance Group, Inc., a Michigan corporation (the
"Company", which term includes any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to JPMorgan
Chase Bank as Trustee for the benefit of ICONS, Ltd. or registered assigns, the
principal sum of twelve million dollars ($12,000,000) on May 24, 2034, unless
redeemed by the Company prior to the Stated Maturity in accordance with the
terms specified herein and in the Indenture. Capitalized terms used herein and
not otherwise defined shall have the meanings assigned to such terms in the
Indenture. The Company further promises to pay interest on said principal sum
from May 26, 2004, or from the most recent Interest Payment Date (as defined
below) to which interest has been paid or duly provided for, quarterly in
arrears on February 24, May 24, August 24 and November 24 of each year
commencing August 24, 2004 (each, an "Interest Payment Date"), at a rate per
annum with respect to such Interest Payment Period (the "Interest Rate") equal
to LIBOR as determined on the Determination Date with respect to such Interest
Payment Period, plus 4.20% (provided, that the Interest Rate for any Interest
Payment Period prior to the Interest Payment Period commencing on the Interest
Payment Date in May, 2009 may not exceed 12.50% per annum and, provided further,
that the Interest Rate for any Interest Payment Period shall not exceed the
highest rate permitted by New York law, as the same may be modified by United
States law of general applicability) until the principal hereof shall have
become due and payable, and on any overdue principal and (to the extent
enforceable under applicable law) on any overdue interest at the then applicable
Interest Rate, compounded quarterly.

         The amount of interest payable on any Interest Payment Date shall be
computed on the basis of a 360-day year and the actual number of days elapsed in
such Interest Payment Period.

         In the event that any Interest Payment Date is not a Business Day, then
any interest payable on such date will be paid on, and such Interest Payment
Date will be moved to, the next succeeding Business Day, and additional interest
will accrue for each day that such payment is delayed as a result thereof,
except that, if such next Business Day is in the next succeeding calendar month,
such payment shall be made on the preceding Business Day, in each case with the
same force and effect as if made on the date such payment otherwise would have
been


                                       3
<PAGE>


payable; provided, however, that in the event that the Stated Maturity date or
earlier redemption date is not a Business Day, then payment of principal,
interest and premium (if any) payable on such date will be made on the next
Business Day (and without any additional accrual of interest or other payment in
respect of any such delay).

         The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Debenture (or one or more Predecessor
Securities) is registered at the close of business on the relevant record dates,
which will be the fifteenth calendar day preceding the relevant Interest Payment
Date. Any such interest installment not punctually paid or duly provided for
shall forthwith cease to be payable to the Holders on such regular record date
and may be paid to the Person in whose name this Debenture (or one or more
Predecessor Securities) is registered at the close of business on a special
record date to be fixed by the Trustee for the payment of such defaulted
interest, notice whereof shall be given to the Holders of Debentures not less
than 10 days prior to such special record date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debentures may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.

         The principal of and the interest on this Debenture shall be payable at
the office or agency of the Trustee maintained for that purpose in Wilmington,
Delaware 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 on an Interest Payment Date may be
made at the option of the Company by check mailed to the Holder at such address
as shall appear in the Security Register or by wire transfer to an account
appropriately designated by the Holder entitled thereto, while payments due at
Stated Maturity or earlier redemption will be made by the Company in same-day
funds against presentation and surrender of this Debenture. Notwithstanding the
foregoing, so long as the Holder of this Debenture is ICONS or a trustee of
ICONS, the payment of the principal of, premium, if any, and interest on this
Debenture will be made by the Company in same-day funds at such place and to
such account as may be designated by ICONS or a trustee of ICONS.

         Each Holder hereof, by his or her acceptance hereof, hereby agrees to
treat this Debenture as indebtedness for all United States federal income tax
purposes.

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

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


                                       4
<PAGE>




         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed.



                                            MEADOWBROOK INSURANCE GROUP, INC.

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


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



                                       5
<PAGE>



                     (FORM OF CERTIFICATE OF AUTHENTICATION)
                          CERTIFICATE OF AUTHENTICATION


Dated: [ ], 2004

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

WILMINGTON TRUST COMPANY,
as Trustee

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



                                       6
<PAGE>


                         (FORM OF REVERSE OF DEBENTURE)


         This Debenture is issued under and pursuant to an indenture, dated as
of May 26, 2004, duly executed and delivered between the Company and Wilmington
Trust Company, as trustee (the "Trustee") (such indenture as amended or
supplemented from time to time, the "Indenture"). The Securities of which this
Debenture is a part is entitled the "Floating Rate Senior Debentures due 2034"
(the "Debentures"). These Debentures are limited in aggregate principal amount
to $12,000,000, as specified in said Indenture. Reference is hereby made to the
Indenture and all indentures supplemental thereto 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.

         This Debenture is redeemable prior to its Stated Maturity by the
Company (i) in whole or in part, from time to time, on or after May 24, 2009 on
an Interest Payment Date or (ii) at any time prior to May 24, 2009, in whole but
not in part, upon the occurrence and continuation of a Tax Event. Any redemption
pursuant to this paragraph will be made, upon not less than 30 days nor more
than 60 days' prior written notice, at a redemption price (the "Redemption
Price") equal to 100% of the principal amount thereof, plus unpaid interest
thereon (including Additional Interest and Compound Interest, if any) accrued to
the date of redemption; provided (A) that the Company may not exercise its
option to redeem with respect to a Tax Event unless it fixes, not later than 90
days after the occurrence of such Tax Event, a date for such redemption and
mails a notice thereof to Holders, and (B) that the Company may not exercise its
option to redeem with respect to a Tax Event unless it pays a premium, in
addition to the Redemption Price, in cash equal to the product of (y) 100% of
the outstanding principal amount of such Debenture, and (z) the percentage
specified below for the applicable date of redemption:

<Table>
<Caption>

          Redemption During the 12-Month
            Period Beginning May 24             Percentage of Principal Amount
          ------------------------------        ------------------------------
<S>                                             <C>
                      2004                                   5%

                      2005                                   4%

                      2006                                   3%

                      2007                                   2%

                      2008                                   1%

                2009 and thereafter                          0%

</Table>


         The Redemption Price and premium, if any, shall be paid prior to 10:00
a.m., New York City time, on the date of such redemption or at such earlier time
as the Company determines. If


                                       7
<PAGE>


the Debentures are only partially redeemed by the Company, the Debentures will
be redeemed pro rata or by lot or by any other method utilized by the Trustee
(in integral multiples of $1,000).

         In the event of redemption of this Debenture in part only, a new
Debenture or Debentures for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.

         In case an Event of Default 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 a majority in aggregate principal
amount of the Debentures at the time outstanding, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the Holders; provided,
however, that no such supplemental indenture shall without the consent of the
Holders of each Security, (i) change the Stated Maturity of any such Security,
or reduce the rate (or change the manner of calculation of the rate) or change
any date on which interest thereon is payable, or reduce the principal amount
thereof or any premium thereon, or change any redemption or repayment date or
period or price, or make the principal thereof or any interest or premium
thereon payable in any coin or currency other than that provided in the
Securities, or impair or affect the right of any Securityholder to institute
suit for payment thereof, (ii) reduce the aforesaid percentage of Securities the
Holders of which are required to consent to any such supplemental indenture or
(iii) otherwise materially and adversely affect the interests of the Holders of
any such Security. The Indenture also contains provisions permitting the Holders
of a majority in aggregate principal amount of the Debentures at the time
outstanding affected thereby, 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 premium, if
any, or interest on any of the Debentures. Any such consent or waiver by the
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 of, premium, if any, and
interest on this Debenture at the time and place and at the rate and in the
money herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, this Debenture is transferable by the Holder hereof on the Security
Register, upon surrender of this Debenture for registration of transfer at the
office or agency of the Trustee, accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and


                                       8
<PAGE>


thereupon one or more new Debentures of authorized denominations and for the
same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will 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.

         The Debentures are issuable only in fully registered form without
interest coupons in denominations of $100,000 and any integral multiple of
$1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations herein and therein set forth, Debentures so issued are exchangeable
for a like aggregate principal amount of Debentures of a different authorized
denomination, as requested by the Holder surrendering the same.

         Prior to due presentment for registration of transfer of this
Debenture, the Company, the Trustee, any paying agent, any transfer agent and
any security registrar may deem and treat the 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 a security
registrar) for the purpose of receiving payment of or on account of the
principal hereof and interest hereon and for all other purposes, and none of the
Company, the Trustee, any paying agent, any transfer agent or any security
registrar shall be affected by any notice to the contrary.

         THIS DEBENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).






                                       9
<PAGE>

                                                                       EXHIBIT B

                       FORM OF QUARTERLY FINANCIAL REPORT

TO:  Wilmington Trust Company
     Rodney Square North
     1100 North Market Street
     Wilmington, DE  19890-0001

     Attention:  Corporate Trust Administration


PLEASE COMPLETE FOR EACH INSURANCE COMPANY SUBSIDIARY OF COMPANY

   All financial information provided herein should be provided in accordance
 with Statutory Accounting Principles. Please provide the following information
                  for the most recent quarterly period ended.


 Quarter: [ ] March 31 [ ] June 30 [ ] September 30 [ ] December 31, Year: 20__


Part I - To be completed for all insurance company subsidiaries of Company


<Table>
<S>                                                     <C>
Name of Insurance Company Subsidiary:                   Date:


-----------------------------------------------------   -----------------------------------------------------
A.M. Best Insurer's Financial Strength Rating:          Most Recently Reported NAIC RBC Ratio:  %


-----------------------------------------------------   -----------------------------------------------------
Total Admitted Assets  $                                Total Policyholders' Surplus  $


-----------------------------------------------------   -----------------------------------------------------
Return on Policyholders' Surplus                        Ratio of Consolidated Debt and Preferred Stock to
for Trailing Twelve Month Period  %                     Total Policyholders' Surplus  %


-----------------------------------------------------   -----------------------------------------------------
Ratio of NAIC Class 1 & Class 2 Rated Investments to    Ratio of NAIC Class 1 & Class 2 Rated Investments to
Total Fixed Income Investments  %                       Total Investments  %


-----------------------------------------------------   -----------------------------------------------------


Part II - To be completed by property & casualty companies only

Expense Ratio  %                         Loss and LAE Ratio  %                  Combined Ratio  %


------------------------------------     -----------------------------------    -----------------------------
Ratio of Net Premiums Written (Trailing Twelve Month Period) to Policyholders' Surplus  %



-------------------------------------------------------------------------------------------------------------
</Table>




                                      B-1
<PAGE>




                                  CERTIFICATION

         The undersigned certifies and states that the undersigned has duly
executed the attached Quarterly Financial Report, dated _______________,
20_____, for and on behalf of ________________________, that the undersigned is
the _______________ of such Company, and that the undersigned has authority to
execute and deliver such instrument. The undersigned further says that the
undersigned is familiar with such instrument and that the facts therein set
forth are true to the best of the undersigned's knowledge, information and
belief.

                                Signed:
                                       -----------------------------------------

                                Name:
                                       -----------------------------------------

                                Date:
                                       -----------------------------------------



                                      B-2
<PAGE>



                             LEGEND - LIFE INSURERS

<Table>
<S>                                                      <C>
                                                         (Total Adjusted Capital (as defined in the NAIC RBC Instructions for Life
NAIC RBC Ratio:                                          Insurers)/Authorized Control Level Risk-Based Capital)

                                                         Total Admitted Assets as Determined in accordance with Statutory Accounting
Total Admitted Assets:                                   Principles

                                                         Common Capital Stock + Preferred Capital Stock + Aggregate Write-Ins for
                                                         Special Surplus Funds + Aggregate Write-Ins for Other than Special Surplus
                                                         Funds + Surplus Notes + Gross Paid-In and Contributed Surplus + Unassigned
Total Capital and Surplus:                               Funds (Surplus) Asset Valuation Reserve - Treasury Stock

Return on Policyholders' Surplus                         Net Income/Policyholders' Surplus for the Trailing Twelve Month
for the Trailing Twelve Month Period:                    Period

                      LEGEND - PROPERTY & CASUALTY INSURERS

                                                         (Total Adjusted Capital (as defined in the NAIC RBC Instructions for Life
NAIC RBC Ratio:                                          Insurers)/Authorized Control Level Risk-Based Capital)

                                                         Total Admitted Assets as Determined in accordance with Statutory Accounting
Total Admitted Assets:                                   Principles

                                                         Common Capital Stock + Preferred Capital Stock + Aggregate Write-Ins for
                                                         Special Surplus Funds + Aggregate Write-Ins for Other than Special Surplus
                                                         Funds + Surplus Notes + Gross Paid-In and Contributed Surplus + Unassigned
Total Capital and Surplus:                               Funds (Surplus) Asset Valuation Reserve - Treasury Stock

Return on Policyholders' Surplus                         Net Income/Policyholders' Surplus for the Trailing Twelve Month
for the Trailing Twelve Month Period:                    Period

Expense Ratio:                                           Other Underwriting Expenses Incurred/Net Premiums Earned

Loss and LAE Ratio:                                      (Losses Incurred + Loss Expenses Incurred)/Net Premiums Earned

Combined Ratio:                                          Expense Ratio + Loss and LAE Ratio

Net Premiums Written
(Trailing Twelve Month Period)                           Net Premiums Written of the Trailing Twelve Month Period/
to Policyholders' Surplus:                               Policyholders' Surplus
</Table>




                                      B-3