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                AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY,
                                    AS ISSUER

                                       AND
                FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION,
                                   AS TRUSTEE




                                    INDENTURE

                              DATED AS OF [-], 2001





                                      $[-]

                   [-]% JUNIOR SUBORDINATED DEBENTURES DUE [-]




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                                                   TABLE OF CONTENTS

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<S>      <C>                                                                                                       <C>
RECITALS OF THE COMPANY...............................................................................................1

ARTICLE ONE

         DEFINITIONS AND OTHER PROVISIONS
         OF GENERAL APPLICATION.......................................................................................2
         SECTION 101. DEFINITIONS.....................................................................................2
         SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS...........................................................10
         SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.........................................................11
         SECTION 104. ACTS OF HOLDERS; RECORD DATES..................................................................12
         SECTION 105. NOTICES, ETC., TO TRUSTEE AND THE COMPANY......................................................13
         SECTION 106. NOTICE TO HOLDERS; WAIVER......................................................................13
         SECTION 107. CONFLICT WITH TRUST INDENTURE ACT..............................................................14
         SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................................................14
         SECTION 109. SUCCESSORS AND ASSIGNS.........................................................................14
         SECTION 110. SEPARABILITY CLAUSE............................................................................14
         SECTION 111. BENEFITS OF INDENTURE..........................................................................15
         SECTION 112. GOVERNING LAW..................................................................................15
         SECTION 113. LEGAL HOLIDAYS.................................................................................15

ARTICLE TWO

         DEBENTURE FORMS.............................................................................................15
         SECTION 201. FORMS GENERALLY................................................................................15
         SECTION 202. INITIAL ISSUANCE TO PROPERTY TRUSTEE...........................................................16
         SECTION 203. GLOBAL DEBENTURE...............................................................................16

ARTICLE THREE

         THE DEBENTURES..............................................................................................18
         SECTION 301. TITLE AND TERMS................................................................................18
         SECTION 302. DENOMINATIONS..................................................................................19
         SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.................................................19
         SECTION 304. TEMPORARY DEBENTURES...........................................................................20
         SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE............................................21
         SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES...............................................22
         SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.................................................23
         SECTION 308. PERSONS DEEMED OWNERS..........................................................................24
         SECTION 309. CANCELLATION...................................................................................24
         SECTION 310. RIGHT OF SET OFF...............................................................................25
         SECTION 311. CUSIP NUMBERS..................................................................................25
         SECTION 312. OPTION TO EXTEND INTEREST PAYMENT PERIOD.......................................................25
         SECTION 313. PAYING AGENT AND REGISTRAR.....................................................................26
         SECTION 314. CALCULATION OF ORIGINAL ISSUE DISCOUNT.........................................................26

                                       i
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ARTICLE FOUR

         SATISFACTION AND DISCHARGE..................................................................................27
         SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE........................................................27
         SECTION 402. APPLICATION OF TRUST MONEY.....................................................................28

ARTICLE FIVE

         REMEDIES....................................................................................................28
         SECTION 501. INDENTURE EVENTS OF DEFAULT....................................................................28
         SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.............................................29
         SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE................................30
         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM...............................................................31
         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF DEBENTURES....................................31
         SECTION 506. APPLICATION OF MONEY COLLECTED.................................................................32
         SECTION 507. LIMITATION ON SUITS............................................................................32
         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST...............................33
         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.............................................................33
         SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.................................................................34
         SECTION 511. DELAY OR OMISSION NOT WAIVER...................................................................34
         SECTION 512. CONTROL BY HOLDERS.............................................................................34
         SECTION 513. WAIVER OF PAST DEFAULTS........................................................................34
         SECTION 514. UNDERTAKING FOR COSTS..........................................................................35
         SECTION 515. WAIVER OF STAY OR EXTENSION LAWS...............................................................35
         SECTION 516. ENFORCEMENT BY HOLDERS OF TRUST PREFERRED SECURITIES...........................................35

ARTICLE SIX

         THE TRUSTEE.................................................................................................36
         SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES............................................................36
         SECTION 602. NOTICE OF DEFAULTS.............................................................................36
         SECTION 603. CERTAIN RIGHTS OF TRUSTEE......................................................................37
         SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES.........................................38
         SECTION 605. MAY HOLD DEBENTURES............................................................................38
         SECTION 606. MONEY HELD IN TRUST............................................................................38
         SECTION 607. COMPENSATION AND REIMBURSEMENT.................................................................38
         SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS........................................................39
         SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY........................................................39
         SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..............................................40
         SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.........................................................41
         SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS....................................41
         SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..............................................42

                                      ii
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ARTICLE SEVEN

         HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY ..........................................................42
         SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS......................................42
         SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.........................................42
         SECTION 703. REPORTS BY TRUSTEE.............................................................................43
         SECTION 704. REPORTS BY COMPANY.............................................................................43

ARTICLE EIGHT

         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE........................................................44
         SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS...........................................44
         SECTION 802. SUCCESSOR SUBSTITUTED..........................................................................45

ARTICLE NINE

         SUPPLEMENTAL INDENTURES.....................................................................................45
         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.............................................45
         SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS................................................46
         SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES...........................................................47
         SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES..............................................................47
         SECTION 905. [INTENTIONALLY OMITTED]........................................................................47
         SECTION 906. REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES.............................................48

ARTICLE TEN

         COVENANTS; REPRESENTATIONS AND WARRANTIES...................................................................48
         SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST.............................................................48
         SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY...............................................................48
         SECTION 1003. MONEY FOR DEBENTURE PAYMENTS TO BE HELD IN TRUST..............................................49
         SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT...........................................................50
         SECTION 1005. LIMITATION ON DIVIDENDS; TRANSACTIONS WITH AFFILIATES; COVENANTS AS TO THE TRUST..............50
         SECTION 1006. PAYMENT OF EXPENSES OF THE TRUST..............................................................51

ARTICLE ELEVEN

         REDEMPTION OF DEBENTURES....................................................................................52
         SECTION 1101. RIGHT OF REDEMPTION...........................................................................52
         SECTION 1102. APPLICABILITY OF ARTICLE......................................................................52
         SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.........................................................52
         SECTION 1104. [THIS SECTION INTENTIONALLY OMITTED.].........................................................53
         SECTION 1105. NOTICE OF REDEMPTION..........................................................................53
         SECTION 1106. DEPOSIT OF REDEMPTION PRICE...................................................................53
         SECTION 1107. DEBENTURES PAYABLE ON REDEMPTION DATE.........................................................54
         SECTION 1108. [THIS SECTION INTENTIONALLY OMITTED.].........................................................54
         SECTION 1109. TAX EVENT REDEMPTION..........................................................................54

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         SECTION 1110. NO SINKING FUND...............................................................................55

ARTICLE TWELVE

         SUBORDINATION OF DEBENTURES.................................................................................55
         SECTION 1201. AGREEMENT TO SUBORDINATE......................................................................55
         SECTION 1202. DEFAULT ON SENIOR DEBT........................................................................55
         SECTION 1203. LIQUIDATION; DISSOLUTION; BANKRUPTCY..........................................................56
         SECTION 1204. SUBROGATION...................................................................................57
         SECTION 1205. TRUSTEE TO EFFECTUATE SUBORDINATION...........................................................58
         SECTION 1206. NOTICE BY THE COMPANY.........................................................................59
         SECTION 1207. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR DEBT.................................................60
         SECTION 1208. SUBORDINATION MAY NOT BE IMPAIRED.............................................................60

ARTICLE THIRTEEN

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS.............................................61
         SECTION 1301. NO RECOURSE...................................................................................61

ARTICLE FOURTEEN

         LISTING ON AN EXCHANGE......................................................................................61
         SECTION 1401. LISTING ON AN EXCHANGE........................................................................61
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EXHIBIT A - Form of Debenture
ANNEX A - Form of Amended and Restated Declaration of Trust, among the Company,
as Sponsor, First Union Trust Company, National Association, as Property
Trustee, First Union Trust Company, National Association, as Delaware Trustee,
and Debra J. Richard son and Wendy L. Carlson, as Administrative Trustees, dated
as of [-], 2001



---------------------------------
Note:  This table of contents shall not, for any purpose, be deemed to be a
part of the Indenture.

                                      v
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         INDENTURE, dated as of [-], 2001, between American Equity Investment
Life Holding Company, a corporation duly organized and existing under the
laws of the State of Iowa (the "Company"), having its principal office at
5000 Westown Parkway, Suite 440, West Des Moines, IA 50266, and First Union
Trust Company, National Association, as trustee, having its principal office
at One Rodney Square, 920 King Street, Suite 102, Wilmington, DE 19801 (the
"Trustee").

RECITALS OF THE COMPANY

         WHEREAS, American Equity Capital Trust III, a Delaware business
trust (the "Trust") governed by the Amended and Restated Declaration of
Trust, dated as of [-], 2001 (the "Declaration"), by and among the Company,
as sponsor, First Union Trust Company, National Association, as property
trustee (the "Property Trustee"), First Union Trust Company, National
Association, as Delaware trustee (the "Delaware Trustee"), and Debra J.
Richardson and Wendy L. Carlson, as administrative trustees (the
"Administrative Trustees"), will issue and sell [-] [-]% Trust Preferred
Securities (the "Trust Preferred Securities") representing undivided
beneficial interests in the assets of the Trust, with a liquidation amount of
$25 per Trust Preferred Security, or $[-] in the aggregate; and

         WHEREAS, the Trust will issue and sell to the Company [-][-]% common
securities (the "Trust Common Securities" and, together with the Trust
Preferred Securities, the "Trust Securities") representing undivided
beneficial interests in the assets of the Trust with a liquidation amount of
$25 per Trust Common Security, or $[-] in the aggregate; and

         WHEREAS, pursuant to the Declaration, the Trust will use the
proceeds from the sale of the Trust Securities to purchase from the Company
the [-]% Junior Subordinated Debentures Due [-] described in this Indenture
(the "Debentures") in an aggregate principal amount of $[-]; and

         WHEREAS, in connection with the issuance and sale by the Trust of
the Trust Preferred Securities and the issuance and sale of the Debentures by
the Company to the Trust, the Company has agreed to irrevocably guarantee the
payment in full of the distributions on the Trust Preferred Securities, the
amount payable upon redemption of the Trust Preferred Securities and,
generally, the liquidation preference of the Trust Preferred Securities, to
the extent the Trust has funds available therefor, pursuant to the Trust
Preferred Securities Guarantee Agreement of even date herewith (the
"Guarantee") between the Company and First Union Trust Company, National
Association, as Guarantee Trustee, for the benefit of the holders of the
Trust Preferred Securities; and

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         WHEREAS, the Company has duly authorized the creation of the
Debentures, this Indenture sets forth the terms and conditions thereof, and
all things necessary to make this Indenture a valid agreement of the Company,
subject to execution and delivery of this Indenture by the Company and the
Trustee, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the
Debentures by the Holders (as defined herein) as provided for herein, it is
mutually agreed, for the equal and proportionate benefit of the Holders, as
follows:

                               ARTICLE ONE

                       DEFINITIONS AND OTHER PROVISIONS
                          OF GENERAL APPLICATION

         SECTION 101. DEFINITIONS.

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

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

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

         (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles; and

         (4) 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.

         "Act", when used with respect to any Holder, has the meaning
specified in Section 104.

         "Additional Interest" has the meaning specified in Section 301.

         "Additional Payments" means Compounded Interest and Additional
Interest, if any.

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         "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Agent" means any Registrar, Paying Agent or co-registrar.

         "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

         "Business Day" means any day other than a Saturday, Sunday or day on
which banking institutions in West Des Moines, Iowa or in Wilmington,
Delaware are authorized or required by law to close.

         "Clearing Agency" has the meaning specified in the Declaration.

         "Closing Date" has the meaning specified in the Declaration.

         "Commission" means the United States Securities and Exchange
Commission.

         "Common Stock" includes any stock of any class of the Company which
has no preference with respect to dividends or to amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up
of the Company and which is not subject to redemption by the Company.

         "Company" means the Person named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

         "Company Request" or "Company Order" means a written request or
order signed in the name of the Company by its Chairman of the Board of
Directors, its Presi-

                                       3
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dent or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

         "Compounded Interest" has the meaning specified in Section 312.

         "Corporate Trust Office" means the principal office of the Trustee
in Wilmington, Delaware, at which at any particular time its corporate trust
business shall be administered and which at the date of this Indenture is One
Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801.

         "Debentures" has the meaning specified in the Recitals to this
instrument.

         "Declaration" has the meaning specified in the Recitals to this
instrument.

         "Declaration Event of Default" means a "Declaration Event of
Default" as defined in the Declaration.

         "Defaulted Interest" has the meaning specified in Section 307.

         "Delaware Trustee" has the meaning specified in the Recitals to this
instrument.

         "Depositary" has the meaning specified in the Declaration.

         "Direct Action" means a proceeding directly instituted by a holder
of Trust Preferred Securities for enforcement of payment to such holder of
the principal of or interest on the Debentures having a principal amount
equal to the aggregate liquidation amount of the Trust Preferred Securities
of such holder on or after the respective due date specified in the
Debentures, if a Declaration Event of Default has occurred and is continuing
and such event is attributable to the failure of the Company to pay interest
or principal on the Debentures on the date such interest or principal is
otherwise payable (or in the case of redemption, on the redemption date.)

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

         "Dissolution Tax Opinion" has the meaning specified in the
Declaration.

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         "Escrow Agreement" means that certain Escrow Agreement, dated as of
[-], between the Company, First Union Trust Company, National Association, as
trustee under this Indenture and [-], as escrow agent, pursuant to which the
Company has agreed to deposit certain zero coupon securities with the escrow
agent to secure the Company's obligations to pay amounts due on the
Debentures.

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

         "Extension Period" has the meaning specified in Section 312.

         "Global Debenture" has the meaning specified in Section 203.

         "Guarantee" has the meaning specified in the Recitals to this
instrument.

         "Holder" means a Person in whose name a Debenture is registered in
the Register.

         "Indenture" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively.

         "Indenture Event of Default" has the meaning specified in Section
501.

         "Interest Payment Date" has the meaning specified in Section 301.

         "Investment Company Event" has the meaning specified in the
Declaration.

         "Maturity", when used with respect to any Debenture, means the date
on which the principal of such Debenture becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

         "Ministerial Action" has the meaning specified in Section 1109.

         "90-Day Period" has the meaning specified in Section 1109.

                                       5
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         "Non Book-Entry Trust Preferred Securities" has the meaning
specified in Section 203.

         "No Recognition Opinion" has the meaning specified in the
Declaration.

         "Officers' Certificate" means a certificate signed by the Chairman
of the Board of Directors, the President or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

         "Outstanding", when used with respect to Debentures, means, as of
the date of determination, all Debentures theretofore authenticated and
delivered under this Indenture, except: (i) Debentures theretofore canceled
by the Trustee or delivered to the Trustee for cancellation; (ii) Debentures
for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such
Debentures; provided, that if such Debentures are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee has been made; and (iii) Debentures that
have been paid pursuant to Section 306 or in exchange for or in lieu of which
other Debentures have been authenticated and delivered pursuant to this
Indenture, other than any such Debentures with respect to which there shall
have been presented to the Trustee proof satisfactory to it that such
Debentures are held by a bona fide purchaser in whose hands such Debentures
are valid obligations of the Company; provided, however, that in determining
whether the Holders of the requisite principal amount of the Outstanding
Debentures have given any request, demand, authorization, direction, notice,
consent or waiver hereunder, Debentures owned by the Company or any other
obligor upon the Debentures or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be outstanding, except that,
in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver,
only Debentures which the Trustee knows to be so owned shall be so
disregarded. Debentures so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Deben tures and
that the pledgee is not the Company or any other obligor upon the Debentures
or any Affiliate of the Company or of such other obligor.

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         "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Debentures on behalf of the Company.

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

         "Predecessor Debenture" of any particular Debenture means every
previous Debenture evidencing all or a portion of the same debt as that
evidenced by such particular Debenture; and, for the purposes of this
definition, any Debenture authenticated and delivered under Section 306 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Debenture
shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Debenture.

         "Property Trustee" has the meaning specified in the Recitals to this
instrument.

         "pro rata", when used with respect to any payment, distribution or
treatment of the Debentures, shall mean pro rata to each Holder of Debentures
according to the aggregate principal amount of the Debentures Outstanding;
provided that in the event any Debentures are held by the Company or any
affiliate thereof and an Indenture Event of Default has occurred and is
continuing, any funds available for such payment shall first be paid to each
Holder of the Debentures (other than the Company or any affiliate thereof)
pro rata according to the aggregate principal amount of the Debentures held
by each such Holder relative to the aggregate principal amount of all
Debentures Outstanding and held by such Holders, and only after satisfaction
of all amounts owed to such Holders of the Debentures (other than the Company
or any affiliate thereof), any additional funds available for such payment
shall be made to the Company or any affiliate thereof pro rata according to
the aggregate principal amount of Debentures held by them.

         "Redemption Date", when used with respect to any Debenture to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

         "Redemption Price" means 100% of the principal amount of the
Debentures to be redeemed plus accrued and unpaid interest (including
Additional Payments, if any) to the Redemption Date.

         "Redemption Tax Event" has the meaning specified in Section 1109.

         "Redemption Tax Opinion" has the meaning set forth in the
Declaration.

                                       7
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         "Register" and "Registrar" have the respective meanings specified in
Section 305.

         "Regular Record Date" has the meaning specified in Section 301.

         "Responsible Officer", when used with respect to the Trustee, means
the chairman or any vice-chairman of the board of directors, the chairman or
any vice-chairman of the executive committee of the board of directors, the
chairman of the trust committee, the president, any vice president, any
assistant vice president, the treasurer, any assistant treasurer, any trust
officer or assistant trust officer, the controller or any assistant
controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

         "Senior Debt" means with respect to the Company (i) the principal,
premium, if any, and interest with respect to (A) indebtedness of such
obligor for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by such obligor, (ii)
all capital lease obligations of such obligor, (iii) all obligations of such
obligor issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such obligor and all obligations of such
obligor under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business), (iv) all obligations of
such obligor for the reimbursement of any letter of credit, banker's
acceptance, security purchase facility (or repurchase agreement) or similar
credit transaction, (v) all obligations of the type referred to in clauses
(i) through (iv) above of other persons for the payment of which such obligor
is responsible or liable as obligor, guarantor or otherwise, and (vi) all
obligations of the type referred to in clauses (i) through (v) above of other
persons secured by any lien on any property or asset of such obligor (whether
or not such obligation is assumed by such obligor), except for (1) any such
indebtedness that is by its terms subordinated to or PARI PASSU with the
Debentures and (2) any indebtedness between or among such obligor or its
affiliates, including all other debt securities and guarantees in respect of
those debt securities issued to any other trust, or a trustee of such trust,
partnership, or other entity affiliated with the Company that is, directly or
indirectly, a financing vehicle of the Company (a "Financing Entity") in
connection with the issuance by such Financing Entity of preferred securities
or other securities which rank junior to or PARI PASSU with, the Trust
Preferred Securities. Such Senior Debt shall continue to be Senior Debt and
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Debt, other than
any amendment, modification or waiver relating to the Escrow Agreement.

                                       8
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         "Special Event" has the meaning specified in the Declaration.

         "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307.

         "Stated Maturity", when used with respect to any Debenture or any
installment of interest thereon, means the date specified in such Debenture
as the fixed date on which the principal, together with any accrued and
unpaid interest (including Compounded Interest), of such Debenture or such
installment of interest is due and payable.

         "Subsidiary" of any Person means (i) a corporation more than 50% of
the outstanding Voting Stock of which is owned, directly or indirectly, by
such Person or by one or more other Subsidiaries of such Person or by such
Person and one or more Subsidiaries thereof or (ii) any other Person (other
than a corporation) in which such Person, or one or more other Subsidiaries
of such Person or such Person and one or more other Subsidiaries thereof,
directly or indirectly, has at least a majority ownership and power to direct
the policies, management and affairs thereof.

         "Tax Event" has the meaning specified in the Declaration.

         "Trust" has the meaning specified in the Recitals to this instrument.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

         "Trust Common Securities" has the meaning specified in the recitals
to this Instrument.

         "Trust Common Securities Guarantee" means any guarantee that the
Company may enter into that operates directly or indirectly for the benefit
of holders of Trust Common Securities of the Trust.

         "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided,
however, that in the event the Trust Indenture Act of 1939 is amended after
such date, "Trust Indenture Act" means, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.

                                       9
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         "Trust Preferred Securities" has the meaning specified in the
Recitals to this instrument.

         "Trust Preferred Securities Certificate" has the meaning specified
in the Declaration.

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

         "Trust Securities" has the meaning specified in the Recitals to this
instrument.

         "Vice President", when used with respect to the Company or the
Trustee, means any vice president, whether or not designated by a number or a
word or words added before or after the title "vice president".

         "Voting Stock" of any Person means capital stock of such Person
which ordinarily has voting power for the election of directors (or Persons
performing similar functions) of such Person, whether at all times or only so
long as no senior class of securities has such voting power by reason of any
contingency.

         SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall
furnish to the Trustee such certificates and opinions as may be required
under the Trust Indenture Act or reasonably requested by the Trustee in
connection with such application or request. Each such certificate or opinion
shall be given in the form of an Officers' Certificate, if to be given by an
officer of the Company, or an Opinion of Counsel, if to be given by counsel,
and shall comply with the applicable provisions of the Trust Indenture Act
and any other applicable requirement set forth in this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

         (1) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;

                                      10
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         (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 each such individual, 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, in the opinion of each such
individual, such condition or covenant has been complied with.

         SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

         In any case where several matters are required to be certified by,
or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be
based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Company
stating that the information with respect to such factual matters is in the
possession of the Company, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         SECTION 104. ACTS OF HOLDERS; RECORD DATES.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor

                                      11
<Page>

signed by such Holders in person or by an agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof.
Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any
such instrument or writing, or the authority of the Person executing the
same, may also be proved in any other manner which the Trustee or the
Company, as the case may be, deems sufficient.

         (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining
the Holders of Outstanding Debentures entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or
taken by Holders. If not set by the Company prior to the first solicitation
of a Holder made by any Person in respect of any such action, or, in the case
of any such vote, prior to such vote, the record date for any such action or
vote shall be the 30th day (or, if later, the date of the most recent list of
Holders required to be provided pursuant to Section 701) prior to such first
solicitation or vote, as the case may be. With regard to any record date,
only the Holders on such date (or their duly designated proxies) shall be
entitled to give or take, or vote on, the relevant action.

         (d) The ownership of Debentures shall be proved by the Register.

         (e) Any request, demand, authorization, direction, notice, consent,
waiver or other Act of the Holder of any Debenture shall bind every future
Holder of the same Debenture and the Holder of every Debenture issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Debenture.

                                       12
<Page>

         (f) Without limiting the foregoing, a Holder entitled hereunder to
give or take any such action with regard to any particular Debenture may do
so with regard to all or any part of the principal amount of such Debenture
or by one or more duly appointed agents each of which may do so pursuant to
such appointment with regard to all or any different part of such principal
amount.

         SECTION 105. NOTICES, ETC., TO TRUSTEE AND THE COMPANY.

         Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

         (1) the Trustee by any Holder or by the Company shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to
or with the Trustee at its Corporate Trust Office, Attention: Senior
Corporate Trust Officer, or

         (2) the Company by the Trustee or by any Holder shall be sufficient
for every purpose hereunder (unless otherwise herein expressly provided) if
in writing and mailed, first-class postage prepaid, to the Company addressed
to it at the address of its principal office specified in the first paragraph
of this instrument or at any other address previously furnished in writing to
the Trustee by the Company.

         SECTION 106. NOTICE TO HOLDERS; WAIVER.

         Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at such Holder's address as it appears in the
Register, not later than the latest date (if any), and not earlier than the
earliest date (if any), prescribed for the giving of such notice. In any case
where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders.
Any notice when mailed to a Holder in the aforesaid manner shall be
conclusively deemed to have been received by such Holder whether or not
actually received by such Holder. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall
be the equivalent of such notice. Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such waiver.

                                      13
<Page>

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the
Trustee shall constitute a sufficient notification for every purpose
hereunder.

         SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

         If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that would be required under such Act to
be a part of and govern this Indenture, were this Indenture qualified under
such Act, the latter provision shall control. If any provision of this
Indenture modifies or excludes any such provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

         SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

         The Article and Section headings herein and the Table of Contents
are for convenience only and shall not affect the construction hereof.

         SECTION 109. SUCCESSORS AND ASSIGNS.

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

         SECTION 110. SEPARABILITY CLAUSE.

         In case any provision in this Indenture or in the Debentures shall
be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 111. BENEFITS OF INDENTURE.

         Nothing in this Indenture or in the Debentures, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Debt, the holders of Trust Preferred
Securities (to the extent provided herein) and the Holders of Debentures, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

         SECTION 112. GOVERNING LAW.

                                      14
<Page>

         THIS INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF IOWA, WITHOUT REGARD TO ITS
PRINCIPLES OF CONFLICTS OF LAWS.

         SECTION 113. LEGAL HOLIDAYS.

         In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Debenture shall not be a Business Day, then
(notwithstanding any other provision of this Indenture or of the Debentures)
payment of interest or principal of the Debentures need not be made on such
date, but may be made on the next succeeding Business Day (except that, if such
Business Day is in the next succeeding calendar year, such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be, shall be the
immediately preceding Business Day) with the same force and effect as if made on
the Interest Payment Date or Redemption Date, or at the Stated Maturity;
provided, that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

                           ARTICLE TWO

                         DEBENTURE FORMS

         SECTION 201. FORMS GENERALLY.

         The Debentures and the Trustee's certificates of authentication
shall be substantially in the form of Exhibit A which is hereby incorporated
in and expressly made a part of this Indenture. The Debentures may have
notations, legends or endorsements required by law, agreements to which the
Company is subject, if any, or usage (provided that any such notation, legend
or endorsement is in a form acceptable to the Company). The Company shall
furnish any such legend not contained in Exhibit A to the Trustee in writing.
Each Debenture shall be dated the date of its authentication. The terms and
provisions of the Debentures set forth in Exhibit A are part of the terms of
this Indenture and to the extent applicable, the Company and the Trustee, by
their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby.

         The definitive Debentures shall be typewritten or printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner, all as
determined by the officers executing such Debentures, as evidenced by their
execution of such Debentures.

                                      15
<Page>

         SECTION 202. INITIAL ISSUANCE TO PROPERTY TRUSTEE.

         The Debentures initially issued to the Property Trustee of the Trust
shall be in the form of one or more individual certificates in definitive,
fully registered form without distribution coupons.

         SECTION 203. GLOBAL DEBENTURE.

         (a)  In connection with a Dissolution Event,

                  (i) the Debentures may be presented to the Trustee by the
Property Trustee in exchange for a global Debenture in an aggregate principal
amount equal to the aggregate principal amount of all outstanding Debentures
(a "Global Debenture"), to be registered in the name of the Clearing Agency,
or its nominee, and delivered by the Trustee to the Clearing Agency for
crediting to the accounts of its participants pursuant to the instructions of
the Company and the Clearing Agency will act as Depositary for the
Debentures. The Company, upon any such presentation, shall execute a Global
Debenture in such aggregate principal amount and deliver the same to the
Trustee for authentication and delivery in accordance with this Indenture.
Payments on the Debentures issued as a Global Debenture will be made to the
Depositary; and

                  (ii) if any Trust Preferred Securities are held in non
book-entry certificated form, the Debentures may be presented to the Trustee
by the Property Trustee and any Trust Preferred Securities Certificate which
represents Trust Preferred Securities other than Trust Preferred Securities
held by the Clearing Agency or its nominee ("Non Book-Entry Trust Preferred
Securities") will be deemed to represent beneficial interests in Debentures
presented to the Trustee by the Property Trustee having an aggregate
principal amount equal to the aggregate liquidation amount of the Non
Book-Entry Trust Preferred Securities until such Non Book-Entry Trust
Preferred Securities are presented to the Registrar for transfer or
reissuance at which time such Non Book-Entry Trust Preferred Securities will
be canceled and a Debenture, registered in the name of the holder of the Non
Book-Entry Trust Preferred Securities or the transferee of the holder of such
Non Book-Entry Trust Preferred Securities, as the case may be, with an
aggregate principal amount equal to the aggregate liquidation amount of the
Non Book-Entry Trust Preferred Securities canceled, will be executed by the
Company and delivered to the Trustee for authentication and delivery in
accordance with this Indenture.

         (b) Except as provided in (c) below, a Global Debenture may be trans
ferred, in whole but not in part, only to another nominee of the Depositary,
or to a successor Depositary selected or approved by the Company or to a
nominee of such successor Depositary.

                                      16
<Page>

         (c) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or if at any time the
Depositary for such series shall no longer be registered or in good standing
under the Exchange Act or other applicable statute or regulation, and a
successor Depositary for such series is not appointed by the Company within
90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, the Company will execute, and the Trustee,
upon receipt of a Company Order with respect to authentication and delivery,
will authenticate and deliver the Debentures in accordance with the
provisions set forth in this Section 203(c) in definitive registered form, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Debenture in exchange for such Global
Debenture. In addition, the Company may at any time determine that the
Debentures shall no longer be represented by a Global Debenture. In such
event the Company will execute, and the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company and a Company Order
with respect to authentication and delivery, will authenticate and deliver
the Debentures in accordance with the provisions set forth in this Section
203(c) in definitive registered form, in authorized denominations, and in an
aggregate principal amount equal to the principal amount of the Global
Debenture in exchange for such Global Debenture. Upon the exchange of the
Global Debenture for such Debentures in definitive registered form, in
authorized denominations, the Global Debenture shall be canceled by the
Trustee. Such Debentures in definitive registered form issued in exchange for
the Global Debenture shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Debentures to the Depositary for delivery to the Persons
in whose names such Debentures are so registered.

                                 ARTICLE THREE

                                 THE DEBENTURES

         SECTION 301. TITLE AND TERMS.

         The aggregate principal amount of Debentures that may be
authenticated and delivered under this Indenture is limited to the sum of $[-],
except for Debentures authenticated and delivered upon transfer of, or in
exchange for, or in lieu of, other Debentures pursuant to Section 304, 305,
306 or 906.

         The Debentures shall be known and designated as the "[-]% Junior
Subordinated Debentures Due [-]" of the Company. Their Stated Maturity shall
be [-], and they shall bear interest at the rate of [-]% per annum, from [-],
2001 or from the most recent Interest Payment Date (as defined below) to
which interest has been paid or duly

                                      17
<Page>

provided for, as the case may be, payable quarterly (subject to deferral as
set forth herein), in arrears, on March 31, June 30, September 30 and December
31 (each an "Interest Payment Date") of each year, commencing [-], 2001 until
the principal thereof is paid or made available for payment, and they shall be
paid to the Person in whose name such Debenture (or one or more Predecessor
Debentures) is registered at the close of business on the regular record date
for such interest installment, which, in respect of any Debentures of which the
Property Trustee is the Holder or a Global Debenture, shall be the close of
business on the Business Day next preceding that Interest Payment Date.
Notwithstanding the foregoing sentence, if the Trust Preferred Securities are no
longer in book-entry only form or, except if the Debentures are held by the
Property Trustee, the Debentures are not represented by a Global Debenture, the
regular record date for such interest installment shall be the close of business
on the date which is 15 days prior to each Interest Payment Date (such record
date, the "Regular Record Date"). Interest will compound quarterly and will
accrue at the rate of [-]% per annum on any interest installment in arrears or
during an extension of an interest payment period as set forth in Section 312
hereof.

         The amount of interest payable for any period will be computed on
the basis of a 360-day year of twelve 30-day months. Except as provided in
the following sentence, the amount of interest payable for any period shorter
than a full quarterly period for which interest is computed, will be computed
on the basis of the actual number of days elapsed per 30-day month. In the
event that any date on which interest is payable on the Debentures is not a
Business Day, then payment of interest payable on such date will be made on
the next succeeding day which is a Business Day (and without any interest or
other payment in respect of any such delay), except that, if such Business
Day is in the next succeeding calendar year, such payment shall be made on
the immediately preceding Business Day, in each case with the same force and
effect as if made on such date.

         If at any time while the Property Trustee is the Holder of any
Debentures, the Trust or the Property Trustee 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 Debentures held by the Property
Trustee, such amounts as shall be required so that the net amounts received
and retained by the Trust and the Property Trustee after paying any such
taxes, duties, assessments or other governmental charges will be not less
than the amounts the Trust and the Property Trustee would have received had
no such taxes, duties, assessments or other governmental charges been imposed.

         The principal of and interest on the Debentures shall be payable at
the office or agency of the Company in the United States maintained for such
purpose and at

                                      18
<Page>

any other office or agency maintained by the Company for such purpose in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that at
the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Register.

         The Debentures shall be redeemable as provided in Article Eleven
hereof.

         The Debentures shall be subordinated in right of payment to Senior
Debt as provided in Article Twelve hereof.

         SECTION 302. DENOMINATIONS.

         The Debentures shall be issuable only in registered form without
coupons and only in denominations of $25 and integral multiples thereof.

         SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Debentures shall be executed on behalf of the Company by its
Chairman of the Board of Directors, its President or one of its Vice
Presidents. The signature of any of these officers on the Debentures may be
manual or facsimile.

         Debentures bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Company shall bind the
Company, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of such Debentures
or did not hold such offices at the date of such Debentures.

         At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Debentures executed by the Company
to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Debentures; and the Trustee in accordance
with such Company Order shall authenticate and make available for delivery
such Debentures as in this Indenture provided and not otherwise.

         No Debenture shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such
Debenture a certificate of authentication substantially in the form provided
for herein executed by the Trustee by manual signature, and such certificate
upon any Debenture shall be conclusive evidence, and the only evidence, that
such Debenture has been duly authenticated and delivered hereunder.

                                      19
<Page>

         SECTION 304. TEMPORARY DEBENTURES.

         Pending the preparation of definitive Debentures, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Debentures which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Debentures in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Debentures may determine,
as evidenced by their execution of such Debentures.

         If temporary Debentures are issued, the Company will cause
definitive Debentures to be prepared without unreasonable delay. After the
preparation of definitive Debentures, the temporary Debentures shall be
exchangeable for definitive Debentures upon surrender of the temporary
Debentures at any office or agency of the Company designated pursuant to
Section 1002, without charge to the Holder. Upon surrender for cancellation
of any one or more temporary Debentures the Company shall execute and the
Trustee shall authenticate and make available for delivery in exchange
therefor a like principal amount of definitive Debentures of authorized
denominations. Until so exchanged the temporary Debentures shall in all
respects be entitled to the same benefits under this Indenture as definitive
Debentures.

         SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         (a) General.

         The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office and in any
other office or agency designated pursuant to Section 1002 being herein
sometimes collectively referred to as the "Register") in which, subject to
such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Debentures and of transfers of Debentures. The
Trustee is hereby appointed "Registrar" for the purpose of registering
Debentures and transfers of Debentures as herein provided.

         Upon surrender for registration of transfer of any Debenture at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Debentures of any authorized denominations and of a like aggregate
principal amount.

         At the option of the Holder, Debentures may be exchanged for other
Debentures of any authorized denominations and of a like aggregate principal
amount,

                                      20
<Page>

upon surrender of the Debentures to be exchanged at such office or agency.
Whenever any Debentures are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and make available for delivery, the
Debentures which the Holder making the exchange is entitled to receive.

         All Debentures issued upon any registration of transfer or exchange
of Debentures shall be the valid obligations of the Company, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Debentures surrendered upon such registration of transfer or exchange.

         Every Debenture presented or surrendered for registration of
transfer or for exchange shall (if so required by the Company or the Trustee)
be duly endorsed, or be accompanied by a written instrument of transfer in
form satisfactory to the Company and the Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Debentures, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Debentures,
other than exchanges pursuant to Section 304 or 906 not involving any
transfer.

         (b) Transfer Procedures.

         Upon any distribution of the Debentures to the holders of the Trust
Preferred Securities in accordance with the Declaration, the Company and the
Trustee shall enter into a supplemental indenture pursuant to Section 901(6)
to provide for transfer procedures and restrictions with respect to the
Debentures substantially similar to those contained in the Declaration to the
extent applicable in the circumstances existing at the time of such
distribution.

         SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN DEBENTURES.

         If any mutilated Debenture is surrendered to the Trustee, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Debenture of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

         If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any
Debenture and (ii) such security or indemnity as may be required by them to
save each of them and any agent of either of

                                      21
<Page>

them harmless, then, in the absence of notice to the Company or the Trustee that
such Debenture has been acquired by a bona fide purchaser, the Company shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Debenture, a new Debenture of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

         In case any such mutilated, destroyed, lost or stolen Debenture has
become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Debenture, pay such Debenture.

         Upon the issuance of any new Debenture under this Section, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

         Every new Debenture issued pursuant to this Section in lieu of any
destroyed, lost or stolen Debenture shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Debenture shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately
with any and all other Debentures duly issued hereunder.

         The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debentures.

         SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

         Interest on any Debenture which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Debenture (or one or more Predecessor Debentures)
is registered at the close of business on the Regular Record Date.

         Any interest on any Debenture which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in Clause (1) or (2) below:

         (1) The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Debentures (or their respective Predecessor
Debentures)

                                      22
<Page>

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 (a "Special Record Date"). The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Debenture 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 be not more than
15 days and not less than 10 days prior to the date of the proposed payment
and not less 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 Holder at his address as it appears in the 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 so
mailed, such Defaulted Interest shall be paid to the Persons in whose names
the Debentures (or their respective Predecessor Debentures) are registered
at the close of business on such Special Record Date and shall no longer be
payable pursuant to the following Clause (2).

         (2) The Company may make payment of any Defaulted Interest in any
other lawful manner, 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.

         Subject to the foregoing provisions of this Section, each Debenture
delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Debenture shall carry the rights to
interest accrued and unpaid, and to accrue (including in each such case
Compounded Interest), which were carried by such other Debenture.

         SECTION 308. PERSONS DEEMED OWNERS.

         Prior to due presentment of a Debenture for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Debenture is registered as
the owner of such Debenture for the purpose of receiving payment of principal
of and (subject to Section 307) interest (including Additional Interest and
Compounded Interest) on such Debenture and for all

                                      23
<Page>

other purposes whatsoever, whether or not such Debenture be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         SECTION 309. CANCELLATION.

         All Debentures surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly canceled by it.
The Company may at any time deliver to the Trustee for cancellation any
Debentures previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Debentures so delivered
shall be promptly canceled by the Trustee. No Debentures shall be
authenticated in lieu of or in exchange for any Debentures canceled as
provided in this Section, except as expressly permitted by this Indenture.
All canceled Debentures held by the Trustee shall be disposed of as directed
by a Company Order; provided, however, that the Trustee shall not be required
to destroy the certificates representing such canceled Debentures.

         SECTION 310. RIGHT OF SET OFF.

         Notwithstanding anything to the contrary in this Indenture, the
Company shall have the right to set off any payment it is otherwise required
to make hereunder to the extent the Company has theretofore made, or is
concurrently on the date of such payment making, a payment under the
Guarantee.

         SECTION 311. CUSIP NUMBERS.

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

         SECTION 312. OPTION TO EXTEND INTEREST PAYMENT PERIOD.

         (a) So long as no Indenture Event of Default has occurred and is
continuing, the Company shall have the right at any time during the term of
the Debentures to defer interest payments from time to time by extending the
interest payment period for successive periods not exceeding 20 consecutive
quarters for each such period (an

                                      24
<Page>

"Extension Period"); except that no Extension Period may extend beyond the
maturity of the Debentures. At the end of each Extension Period, the Company
shall pay all interest then accrued and unpaid together with interest thereon
compounded quarterly at the rate specified for the Debentures to the extent
permitted by applicable law ("Compounded Interest"); provided, that during
any Extension Period, the Company shall not (a) declare or pay dividends on,
or make a distribution with respect to, or redeem or purchase or acquire, or
make a liquidation payment with respect to, any of its capital stock (other
than (i) purchases or acquisitions of shares of Common Stock (or Common Stock
equivalents) in connection with the satisfaction by the Company of its
obligations under any employee benefit or agent plans or the satisfaction by
the Company of its obligations pursuant to any contract or security requiring
the Company to purchase shares of Common Stock (or Common Stock equivalents),
(ii) purchases of shares of Common Stock (or Common Stock equivalents) from
officers or employees of the Company or its subsidiaries upon termination of
employment or retirement not pursuant to any obligation under any contract or
security requiring the Company to purchase shares of Common Stock (or Common
Stock equivalents), (iii) as a result of a reclassification of the Company's
capital stock or the 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, (iv) dividends or distributions of shares of Common Stock on Common
Stock or (v) the purchase of fractional interests in shares of the Company's
capital stock pursuant to the conversion or exchange provisions of such
capital stock or the security being converted or exchanged), (b) make any
payment of principal (and premium, if any) or interest on or repay,
repurchase or redeem any debt securities (including guarantees) issued by the
Company that rank PARI PASSU with or junior to the Debentures and (c) make
any guarantee payments with respect to any of the foregoing (other than
pursuant to the Guarantee). Upon the termination of any Extension Period and
the payment of all amounts then due, the Company may commence a new Extension
Period, subject to the above requirements. No interest during an Extension
Period, except at the end thereof, shall be due and payable.

         (b) If the Property Trustee is the sole Holder of the Debentures at
the time the Company selects an Extension Period, the Company shall give
written notice to the Administrative Trustees, the Property Trustee and the
Trustee of its selection of such Extension Period at least one Business Day
prior to the earlier of (i) the date the distributions on the Trust Preferred
Securities are payable or (ii) the date the Trust is required to give notice
to any applicable self-regulatory organization or to holders of the Trust
Preferred Securities on the record date or the date such distributions are
payable, but in any event not less than ten Business Days prior to such
record date.

         (c) If the Property Trustee is not the sole Holder of the Debentures
at the time the Company selects an Extension Period, the Company shall give
the Holders of the Debentures and the Trustee written notice of its selection
of such Extension Period at

                                      25
<Page>

least ten Business Days prior to the earlier of (i) the Interest Payment Date
or (ii) the date the Company is required to give notice to any applicable
self-regulatory organization or to Holders of the Debentures on the record or
payment date of such related interest payment, but in any event not less than
two Business Days prior to such record date.

         (d) The quarter in which any notice is given pursuant to paragraphs
(b) and (c) hereof shall be counted as one of the 20 quarters permitted in
the maximum Extension Period permitted under paragraph (a) hereof.

         SECTION 313. PAYING AGENT AND REGISTRAR.

         The Trustee will initially act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-registrar without prior
notice. The Company or any of its Affiliates may act in any such capacity.

         SECTION 314. CALCULATION OF ORIGINAL ISSUE DISCOUNT.

         The Company shall file with the Trustee promptly at the end of each
calendar year a written notice specifying the amount of original issue
discount, if any (including daily rates and accrual periods), accrued on
Outstanding Debentures as of the end of such year.

                                 ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

         This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Debentures herein
expressly provided for), and the Trustee, on demand of and at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when (1) either (A) all Debentures theretofore
authenticated and delivered (other than (i) Debentures which have been
destroyed, lost or stolen and which have been replaced or paid as provided in
Section 306 and (ii) Debentures for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust, as provided
in Section 1003) have been delivered to the Trustee for cancellation; or (B)
all such Debentures not theretofore delivered to the Trustee for cancellation
have become due and payable, and the Company has deposited or caused to be
deposited with the Trustee funds in trust for the purpose and in an amount
sufficient to pay and discharge the entire indebtedness

                                      26
<Page>

on such Debentures not theretofore delivered to the Trustee for
cancellation, for principal and interest (including Compounded Interest) to
the date of such deposit (in the case of Debentures which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;
(2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and (3) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for or relating to the satisfaction and
discharge of this Indenture have been complied with. Notwithstanding the
satisfaction and discharge of this Indenture, the obligations of the Company
to the Trustee under Section 607 and, if money shall have been deposited with
the Trustee pursuant to subclause (B) of Clause (1) of this Section, the
obligations of the Trustee under Section 402 and the last paragraph of
Section 1003 shall survive.

         SECTION 402. APPLICATION OF TRUST MONEY.

         Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in
trust and applied by it, in accordance with the provisions of the Debentures
and this Indenture, to the payment, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee
may determine, to the Persons entitled thereto, of the principal and interest
for whose payment such money has been deposited with the Trustee.

                              ARTICLE FIVE

                               REMEDIES

         SECTION 501. INDENTURE EVENTS OF DEFAULT.

         "Indenture Event of Default," wherever used herein, means any one of
the following events that has occurred and is continuing (whatever the reason
for such Indenture Event of Default and whether it shall be occasioned by the
provisions of Article Twelve or be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

         (1) failure for 30 days to pay interest on the Debentures, including
any Additional Interest and Compounded Interest in respect thereof, when due;
provided, that a valid extension of an interest payment period will not
constitute a default in the payment of interest (including any Additional
Interest or Compounded Interest) for this purpose;

                                      27
<Page>

         (2) failure to pay principal of or premium, if any, on the
Debentures when due whether at maturity, upon redemption, by declaration or
otherwise;

         (3) failure to observe or perform any other covenant contained in
this Indenture for 90 days after notice to the Company by the Trustee or by
the Holders of not less than a majority in aggregate principal amount of
Outstanding Debentures;

         (4) entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal or State law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or of substantially all of the
property of the Company, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60
consecutive days;

         (5) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by the Company to the
entry of a decree or order for relief in respect of itself in an involuntary
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of any
bankruptcy or insolvency case or proceeding against the Company, or the
filing by the Company of a petition or answer or consent seeking
reorganization or relief under any applicable Federal or State law, or the
consent by the Company to the filing of such petition or to the appointment
of or taking possession by a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company or of
substantially all of the property of the Company, or the making by the
Company of an assignment for the benefit of creditors, or the admission by
the Company in writing of its inability to pay its debts generally as they
become due, or the taking of corporate action by the Company in furtherance
of any such action; or

         (6) the voluntary or involuntary dissolution, winding up or
termination of the Trust, except in connection with (i) the distribution of
Debentures to holders of Trust Preferred Securities in liquidation of the
Trust upon the occurrence of a Dissolution Event, or (ii) certain mergers,
consolidations or amalgamations, each as permitted by the Declaration.

                                      28
<Page>

         SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Indenture Event of Default occurs and is continuing, then, and
in every such case, the Trustee or the Holders of not less than a majority in
principal amount of the Outstanding Debentures may declare the principal of
all the Debentures and any other amounts payable hereunder to be due and
payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal
and all accrued interest shall become immediately due and payable.

         At any time after such a declaration of acceleration has been made
and before a judgment or decree for payment of the money due has been
obtained by the Trustee as provided in this Article hereinafter, the Holders
of a majority in aggregate principal amount of the Outstanding Debentures, by
written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if:

         (1) the Company has paid or deposited with the Trustee a sum
sufficient to pay

                  (A) all overdue interest (including any Additional Interest
and Compounded Interest) on all Debentures,

                  (B) the principal of any Debentures which have become due
otherwise than by such declaration of acceleration and interest thereon at
the rate borne by the Debentures, and

                  (C) all sums paid or advanced by the Trustee hereunder and
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel; and

         (2) all Events of Default, other than the non-payment of the
principal of Debentures which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 513. No such
rescission shall affect any subsequent default or impair any right consequent
thereon.

         SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

         The Company covenants that if:

                                      29
<Page>

         (1) default is made in the payment of any interest (including any
Additional Interest or Compounded Interest) on any Debenture when such
interest becomes due and payable and such default continues for a period of
30 days, or

          (2) default is made in the payment of the principal of any
Debenture at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Debentures, the whole amount then due and payable on such
Debentures for principal and interest (including any Additional Payments) and,
to the extent that payment thereof shall be legally enforceable, interest on any
overdue principal and on any overdue interest (including any Additional Interest
and Compounded Interest), at the rate borne by the Debentures, and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

         If an Indenture Event of Default occurs and is continuing, the
Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders by such appropriate judicial proceedings as the
Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy.

         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

         In case of any judicial proceeding relative to the Company (or any
other obligor upon the Debentures), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding
or otherwise, to take any and all actions authorized under the Trust
Indenture Act in order to have claims of the Holders and the Trustee allowed
in any such proceeding. In particular, the Trustee shall be authorized to
collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder 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 Holders, to pay to the Trustee
any amount due it for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts
due the Trustee under Section 607.

         No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganiza-

                                      30
<Page>

tion, arrangement, adjustment or composition affecting the Debentures or the
rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.

         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
DEBENTURES.

         All rights of action and claims under this Indenture or the
Debentures may be prosecuted and enforced by the Trustee without the
possession of any of the Debentures or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Debentures in respect of which such judgment has been recovered.

         SECTION 506. APPLICATION OF MONEY COLLECTED.

         Subject to Article Twelve, any money collected by the Trustee
pursuant to this Article shall be applied in the following order, at the date
or dates fixed by the Trustee and, in case of the distribution of such money
on account of principal or interest (including any Additional Payments), upon
presentation of the Debentures and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of all amounts due the Trustee under Section
607; and

         SECOND: To the payment of the amounts then due and unpaid for
principal of and interest (including any Additional Payments) on the
Debentures in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind,
according to the amounts due and payable on such Debentures for principal and
interest (including any Compounded Interest), respectively.

         SECTION 507. LIMITATION ON SUITS.

         No Holder of any Debenture shall have any right to institute any
proceed ing, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless

                                      31
<Page>

         (1) such Holder has previously given written notice to the Trustee
of a continuing Indenture Event of Default;

         (2) the Holders of not less than a majority in aggregate principal
amount of the Outstanding Debentures shall have made written request to the
Trustee to institute proceedings in respect of such Indenture Event of
Default in its own name as Trustee hereunder;

         (3) such Holder or Holders have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

         (4) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such proceeding;
and

         (5) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Outstanding Debentures; it being understood and
intended that no one or more Holders 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 Holders, or to obtain or
to seek to obtain priority or preference over any other Holders or to enforce
any right under this Indenture, except in the manner herein provided and for
the equal and ratable benefit of all the Holders. The limitations specified
in (1) through (5) above shall not apply to a suit initiated by a Holder of a
Debenture for enforcement of payment of interest, principal or premium, if
any, on such Debenture on or after the respective due dates of such payments
expressed in such Debenture.

         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND
INTEREST.

         Notwithstanding any other provision in this Indenture, the Holder of
any Debenture shall have the right, which is absolute and unconditional, to
receive payment of the principal of and (subject to Section 307) interest
(including any Additional Payments) on such Debenture on the respective
Stated Maturities expressed in such Debenture (or, in the case of redemption,
on the Redemption Date) and to institute suit for the enforcement of any such
payment and such rights shall not be impaired without the consent of such
Holder.

         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

         If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has been
discontinued or

                                      32
<Page>

abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as
though no such proceeding had been instituted.

         SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

         Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debentures in the last
paragraph of Section 306, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent
permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

         SECTION 511. DELAY OR OMISSION NOT WAIVER.

         No delay or omission of the Trustee or of any Holder of any
Debenture to exercise any right or remedy accruing upon any Indenture Event
of Default shall impair any such right or remedy or constitute a waiver of
any such Indenture Event of Default or an acquiescence therein. Every right
and remedy given by this Article or by law to the Trustee or to the Holders
may be exercised from time to time, and as often as may be deemed expedient,
by the Trustee or by the Holders, as the case may be.

         SECTION 512. CONTROL BY HOLDERS.

         The Holders of a majority in principal amount of the Outstanding
Debentures shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee; provided, that (1)
such direction shall not be in conflict with any rule of law or with this
Indenture; and (2) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

         SECTION 513. WAIVER OF PAST DEFAULTS.

         Subject to Section 902 hereof, the Holders of not less than a
majority in principal amount of the Outstanding Debentures may on behalf of
the Holders of all the Debentures waive any past default hereunder and its
consequences, except a default (1) in the payment of the principal of,
premium, if any, or interest (including any Additional

                                      33
<Page>

Payments) on any Debenture (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Trustee); or (2)
in respect of a covenant or provision hereof which under Article Nine cannot
be modified or amended without the consent of the Holder of each Outstanding
Debenture affected; provided, however, that if the Debentures are held by the
Trust or a trustee of the Trust, such waiver shall not be effective until the
holders of a majority in liquidation amount of Trust Securities shall have
consented to such waiver; provided, further, that if the consent of the
Holder of each Outstanding Debenture is required, such waiver shall not be
effective until each holder of the Trust Securities shall have consented to
such waiver.

         Upon any such waiver, such default shall cease to exist, and any
Indenture Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

         SECTION 514. UNDERTAKING FOR COSTS.

         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, suffered
or omitted by it as Trustee, a court may require any party litigant in such
suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, in the manner and to the extent
provided in the Trust Indenture Act; provided, that neither this Section nor
the Trust Indenture Act shall be deemed to authorize any court to require
such an undertaking or to make such an assessment in any suit instituted by
the Company or the Trustee or in any suit for the enforcement of the right to
receive the principal of and interest (including any Additional Payments) on
any Debenture.

         SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

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

         SECTION 516. ENFORCEMENT BY HOLDERS OF TRUST PREFERRED SECURITIES.

                                      34
<Page>

         Notwithstanding the foregoing, if a Declaration Event of Default has
occurred and is continuing and such event is attributable to the failure of
the Company to pay interest or principal on the Debentures on the date such
interest or principal is otherwise payable, the Company acknowledges that, in
such event, a holder of Trust Preferred Securities may institute a Direct
Action for payment on or after the respective due date specified in the
Debentures. The Company may not amend the Indenture to remove the foregoing
right to bring a Direct Action without the prior written consent of all the
holders of Trust Preferred Securities. Notwithstanding any payment made to
such holder of Trust Preferred Securities by the Company in connection with a
Direct Action, the Company shall remain obligated to pay the principal of or
interest on the Debentures held by the Trust or the Property Trustee and the
Company shall be subrogated to the rights of the holder of such Trust
Preferred Securities with respect to payments on the Trust Preferred
Securities to the extent of any payments made by the Company to such holder
in any Direct Action. The holders of Trust Preferred Securities will not be
able to exercise directly any other remedy available to the Holders of the
Debentures.

                                 ARTICLE SIX

                                 THE TRUSTEE

         SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

         The duties and responsibilities of the Trustee shall be as provided
by the Trust Indenture Act. Notwithstanding the foregoing, no provision of
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

         SECTION 602. NOTICE OF DEFAULTS.

         The Trustee shall give the Holders notice of any default hereunder
as and to the extent provided by the Trust Indenture Act; provided, however,
that in the case of any default of the character specified in Section 501(3),
no such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Indenture Event of Default.

                                      35
<Page>

         SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

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

         (b) any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;

         (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith
on its part, rely upon an Officers' Certificate;

         (d) the Trustee may consult with counsel of its choice and the
advice of such counsel or any 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 reliance thereon;

         (e) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction
of any of the Holders pursuant to this Indenture, unless such Holders shall
have offered to the Trustee reason able security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction;

         (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, direction, consent, order,
bond, debenture, note, other evidence of indebtedness or other paper or
document, but the Trustee, in its discretion, may make such further inquiry
or investigation into such facts or matters as it may see fit, and, if the
Trustee shall determine to make such further inquiry or investigation, it
shall be entitled to reasonable examination of the books, records and
premises of the Company, personally or by agent or attorney;

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the

                                      36
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Trustee shall not be responsible for any misconduct or negligence on the part of
any agent or attorney appointed with due care by it hereunder; and

         (h) the Trustee shall not be liable for any action taken, suffered,
or omitted to be taken by it in good faith, without negligence or willful
misconduct, and reasonably believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture.

         SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF DEBENTURES.

         The recitals contained herein and in the Debentures, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of
this Indenture or of the Debentures. The Trustee shall not be accountable for
the use or application by the Company of the Debentures or the proceeds
thereof.

         SECTION 605. MAY HOLD DEBENTURES.

         The Trustee, any Paying Agent, any Registrar or any other agent of
the Company, in its individual or any other capacity, may become the owner or
pledgee of Debentures and, subject to Sections 608 and 613, may otherwise
deal with the Company with the same rights it would have if it were not
Trustee, Paying Agent, Registrar, or such other agent.

         SECTION 606. MONEY HELD IN TRUST.

         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except
as otherwise agreed with the Company.

         SECTION 607. COMPENSATION AND REIMBURSEMENT.

         The Company agrees:

         (1) to pay to the Trustee from time to time such reasonable
compensation as the Company and the Trustee shall from time to time agree in
writing for all services rendered by it hereunder;

                                      37
<Page>

         (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, fees, disbursements and
advances incurred or made by the Trustee in accordance with any provision of
this Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and

         (3) to indemnify the Trustee and any predecessor Trustee for, and to
hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

         When the Trustee incurs expenses or renders services in connection
with an Indenture Event of Default specified in Section 501(5) or Section
501(6), 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 608. DISQUALIFICATION; CONFLICTING INTERESTS.

         If the Trustee has or shall acquire a conflicting interest within
the meaning 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 the provisions of, the Trust Indenture Act and this Indenture.

         SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such
and has a combined capital and surplus of at least $50,000,000. If such
Person publishes reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person
shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accor dance with the provisions of this
Section, it shall resign immediately in the manner and with the effect
hereinafter specified in this Article.

                                      38
<Page>

         SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

         (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

         (b) The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 60 days after the giving
of such notice of removal, the Trustee to be removed may petition any court
of competent jurisdiction for the appointment of a successor Trustee.

         (c) The Trustee may be removed at any time by Act of the Holders of
a majority in principal amount of the Outstanding Debentures, delivered to
the Trustee and to the Company. If an instrument of acceptance by a successor
Trustee shall not have been delivered to the Trustee within 60 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

         (d) If at any time: (1) the Trustee shall fail to comply with
Section 608 after written request therefor by the Company or by any Holder
who has been a bona fide Holder of a Debenture for at least six months, or
(2) the Trustee shall cease to be eligible under Section 609 and shall fail
to resign after written request therefor by the Company or by any such
Holder, or (3) 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, (i) the
Company by Board Resolution may remove the Trustee, or (ii) subject to
Section 514, any Holder who has been a bona fide Holder of a Debenture for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

         (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause,
the Company, by a Board Resolution, shall promptly appoint a successor
Trustee. If, within one year after such resignation, removal or incapability,
or the occurrence of such vacancy, a successor Trustee shall be appointed by
Act of the Holders of a majority in principal amount of the Outstanding
Debentures delivered to the Company and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor Trustee
appointed by the Company. If

                                      39
<Page>

no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any
Holder who has been a bona fide Holder of a Debenture for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor Trustee.

         (f) The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

         SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested
with all the rights, powers, trusts and duties of the retiring Trustee;
provided, that on request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
hereunder. Upon request of any such successor Trustee, the Company shall
execute any and all instruments required to more fully and certainly vest in
and confirm to such successor Trustee all such rights, powers and trusts.

         No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible
under this Article.

         SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS.

         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 the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act
on the part of any of the parties hereto. In case any Debentures shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and

                                      40
<Page>

deliver the Debentures so authenticated with the same effect as if such
successor Trustee had itself authenticated such Debentures.

         SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

         If and when the Trustee shall be or become a creditor of the Company
(or any other obligor upon the Debentures), the Trustee shall be subject to
the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

                                   ARTICLE SEVEN

                  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
HOLDERS.

         The Company will furnish or cause to be furnished to the Trustee (a)
within 14 days after each record date for payment of interest, a list, in
such form as the Trustee may reasonably require, of the names and addresses
of the Holders, as of such record date, and (b) at any other time, within 30
days of receipt by the Trust of a written request for a List of Holders as of
a date no more than 14 days before such List of Holders is given to the
Trustee; excluding from any such list names and addresses received by the
Trustee in its capacity as Registrar.

         SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

         (b) The rights of Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Debentures, and the
corresponding rights and duties of the Trustee, shall be as provided by the
Trust Indenture Act.

         (c) Every Holder of Debentures, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of either of them shall be held accountable by reason
of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.

                                      41
<Page>

         SECTION 703. REPORTS BY TRUSTEE.

         (a) Within 60 days after December 31 of each year, commencing
December 31, [-], the Trustee shall transmit by mail to Holders such reports
concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act in the manner provided pursuant
thereto.

         (b) A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange
upon which the Debentures are listed, with the Commission and with the
Company. The Company will notify the Trustee when the Debentures are listed
on any stock exchange.

         SECTION 704. REPORTS BY COMPANY.

         The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at
the times and in the manner provided pursuant to such Act; provided, that any
such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission.

         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 construc tive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereun der (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

         The Company shall also provide to the Trustee on a timely basis such
information as the Trustee requires to enable the Trustee to prepare and file
any form required to be submitted by the Company with the Internal Revenue
Service and the Holders of the Debentures relating to original issue
discount, including, without limitation, Form 1099-OID or any successor form.

                                    ARTICLE EIGHT

               CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

         SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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<Page>

         The Company shall not consolidate with or merge with or into any
other Person or, directly or indirectly, convey, transfer or lease all or
substantially all of its properties and assets on a consolidated basis to any
Person, unless:

         (1) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance, transfer or
lease, all or substantially all of the properties and assets of the Company
on a consolidated basis shall be a corporation, partnership or trust, shall
be organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of (and premium, if any) and interest on all the
Debentures and the performance or observance of every covenant of this
Indenture on the part of the Company to be per formed or observed;

         (2) immediately after giving effect to such transaction and treating
any indebtedness which becomes an obligation of the Company or a Subsidiary
as a result of such transaction as having been incurred by the Company or
such Subsidiary at the time of such transaction, no Indenture Event of
Default, and no event which, after notice or lapse of time or both, would
become an Indenture Event of Default, shall have happened and be continuing;
and

         (3) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if a supplemental indenture is
required in connection with such transaction, such supplemental indenture,
comply with this Article and that all conditions precedent herein provided
for relating to such transaction have been complied with.

         This Section shall only apply to a merger or consolidation in which
the Company is not the surviving corporation and to conveyances, leases and
transfers by the Company as transferor or lessor.

         SECTION 802. SUCCESSOR SUBSTITUTED.

         Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of all or
substantially all the properties and assets of the Company on a consolidated
basis in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named as
the

                                      43
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Company herein, and thereafter the predecessor Person shall be relieved of
all obligations and covenants under this Indenture and the Debentures.

                                ARTICLE NINE

                            SUPPLEMENTAL INDENTURES

         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders, the Company, when authorized by
a Board Resolution, and the Trustee, at any time and from time to time, may
enter into one or more indentures supplemental hereto, in form satisfactory
to the Trustee, for any of the following purposes:

         (1) to evidence the succession of another Person to the Company and
the assumption by any such successor of the covenants of the Company herein
and in the Debentures;

         (2) to add to the covenants of the Company for the benefit of the
Holders, or to surrender any right or power herein conferred upon the Company;

         (3) to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to make
any other provisions with respect to matters or questions arising under this
Indenture which shall not be inconsistent with the provisions of this
Indenture; provided, that such action pursuant to this clause shall not
adversely affect the interests of the Holders of the Debentures or, so long
as any of the Trust Preferred Securities shall remain outstanding, the
holders of the Trust Preferred Securities; or

         (4) to make provision for transfer procedures, certification, the
form of restricted securities legends, if any, to be placed on Debentures,
and all other matters required pursuant to Section 305(b) or otherwise
necessary, desirable or appropriate in connection with the issuance of
Debentures to holders of Trust Preferred Securities in the event of a
distribution of Debentures by the Trust upon the occurrence of a Dissolution
Event.

         SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Debentures, by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by a
Board Resolution, and the Trustee

                                      44
<Page>

may enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of
the provisions of this Indenture or of modifying in any manner the rights of
the Holders under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Debenture affected thereby:

         (1) extend the Stated Maturity of the principal of, or any
installment of interest (including any Additional Payments) on, any
Debenture, or reduce the principal amount thereof, or reduce the rate or
extend the time for payment of interest thereon, or reduce any premium
payable upon the redemption thereof, or change the place of payment where, or
the coin or currency in which, any Debenture or interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment
on or after the Stated Maturity thereof (or, in the case of redemption, on or
after the Redemption Date), or modify the provisions of this Indenture with
respect to the subordination of the Debentures in a manner adverse to the
Holders,

         (2) reduce the percentage in principal amount of the Outstanding
Debentures, the consent of whose Holders is required for any such
supplemental indenture, or the consent of whose Holders is required for any
waiver (of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences) provided for in this Indenture, or

         (3) modify any of the provisions of this Section or Section 513,
except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent
of the Holder of each Outstanding Debenture affected thereby; provided, that
if the Debentures are held by the Trust or a trustee of the Trust, such
supplemental indenture shall not be effective until the holders of a majority
in liquidation amount of Trust Securities shall have consented to such
supplemental indenture; provided, further, that if the consent of the Holder
of each Outstanding Debenture is required, such supplemental indenture shall
not be effective until each holder of the Trust Securities of the Trust shall
have consented to such supplemental indenture.

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

         The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such
record date, or their duly designated proxies, and only such Persons, shall
be entitled to consent to such supplemental inden-

                                      45
<Page>

ture, whether or not such Holders remain Holders after such record date;
provided, that unless such consent shall have become effective by virtue of
the requisite percentage having been obtained prior to the date which is 90
days after such record date, any such consent previously given shall
automatically and without further action by any Holder be canceled and of no
further effect.

         SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be
entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

         SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes;
and every Holder of Debentures theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. No such supplemental indenture
shall directly or indirectly modify the provisions of Article Twelve in any
manner which might terminate or impair the rights of the Senior Debt pursuant
to such subordination provisions.

         SECTION 905. [Intentionally Omitted].

         SECTION 906. REFERENCE IN DEBENTURES TO SUPPLEMENTAL INDENTURES.

          Debentures authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so
determine, new Debentures so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Debentures.

                                 ARTICLE TEN

                  COVENANTS; REPRESENTATIONS AND WARRANTIES

                                      46
<Page>

         SECTION 1001. PAYMENT OF PRINCIPAL AND INTEREST.

         The Company will duly and punctually pay the principal of and
interest on the Debentures in accordance with the terms of the Debentures and
this Indenture.

         SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

         The Company will maintain in the United States an office or agency
where Debentures may be presented or surrendered for payment, where
Debentures may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Debentures
and this Indenture may be served. The Company will give prompt written notice
to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be
made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations,
surrenders, notices and demands.

         The Company may also from time to time designate one or more other
offices or agencies (in the United States) where the Debentures may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in the United States for such purposes. The
Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

         SECTION 1003. MONEY FOR DEBENTURE PAYMENTS TO BE HELD IN TRUST.

         If the Company shall at any time act as its own Paying Agent, it
will, on or before each due date of the principal of or interest on any of
the Debentures, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal or interest so
becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any Debentures,
deposit with a Paying Agent a sum sufficient to pay such amount, such sum to
be held as provided by the Trust Indenture Act, and (unless such Paying Agent
is the Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

                                      47
<Page>

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (i) comply with the provisions of the Trust Indenture
Act applicable to it as a Paying Agent and (ii) during the continuance of any
default by the Company (or any other obligor upon the Debentures) in the
making of any payment in respect of the Debentures, upon the written request
of the Trustee, forthwith pay to the Trustee all sums held in trust by such
Paying Agent as such.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Company Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Company or such Paying Agent, such sums to be held by
the Trustee upon the same terms as those upon which such sums were held by
the Company or such Paying Agent; and, upon such payment by any Paying Agent
to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.

         Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or interest
on any Debenture and remaining unclaimed for two years after such principal
or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from
such trust; and the Holder of any such Debenture shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease.

         SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

         The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance
of any of the material terms, provisions and conditions of this Indenture
(without regard to any period of grace or requirement of notice provided
hereunder) and, if the Company shall be in default, specifying all such
defaults and the nature and status thereof of which they may have knowledge.

         SECTION 1005. LIMITATION ON DIVIDENDS; TRANSACTIONS WITH AFFILIATES;
COVENANTS AS TO THE TRUST.

                                      48
<Page>

    (a) The Company covenants that so long as the Debentures are outstanding,
if (i) there shall have occurred and be continuing any event that with the
giving of notice or the lapse of time or both, would constitute an Indenture
Event of Default, (ii) the Company shall be in default with respect to its
payment of any obligations under the Guarantee, or (iii) the Company has
exercised its option to defer interest payments on the Debentures by
extending the interest payment period and such period, or any extension
thereof, shall be continuing, then the Company (a) shall not declare or pay
dividends on, make distributions with respect to, or redeem, purchase or
acquire, or make a liquidation payment with respect to, any of its capital
stock (other than (i) purchases or acquisitions of shares of Common Stock (or
Common Stock equivalents) in connection with the satisfaction by the Company
of its obligations under any employee benefit or agent plans or the
satisfaction by the Company of its obligations pursuant to any contract or
security requiring the Company to purchase shares of Common Stock (or Common
Stock equivalents), (ii) purchases of shares of Common Stock (or Common Stock
equivalents) from officers or employees of the Company or its subsidiaries
upon termination of employment or retirement not pursuant to any obligation
under any contract or security requiring the Company to purchase shares of
Common Stock (or Common Stock equivalents), (iii) as a result of a
reclassification of the Company's capital stock or the 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, (iv) dividends or distributions of
shares of Common Stock on Common Stock of the Company or (v) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
conversion or exchange provisions of such capital stock or the security being
converted or exchanged), (b) shall not make any payment of principal (or
premium, if any) or interest on or repay, repurchase or redeem any debt
securities (including guarantees) issued by the Company that rank PARI PASSU
with or junior to the Debentures, and (c) shall not make any guarantee
payments with respect to the foregoing (other than pursuant to the Guarantee).

         (b) The Company also covenants and agrees (i) that it shall directly
or indirectly maintain 100% ownership of the Trust Common Securities;
provided, however, that any permitted successor of the Company hereunder may
succeed to the Company's ownership of such Trust Common Securities and (ii)
that it shall use its reasonable efforts, consistent with the terms and
provisions of the Declaration, to cause the Trust (x) to remain a statutory
business trust, except in connection with the distribution of the Debentures
to the holders of Trust Securities in liquidation of the Trust upon the
occurrence of a Dissolution Event, or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration, and (y) to otherwise
continue to be classified as a grantor trust for United States federal income
tax purposes.

         (c) The Company also covenants and agrees that it shall not (i)
incur any additional indebtedness for money borrowed, unless the holders of
such indebtedness

                                      49
<Page>

have entered into agreements with the Company waiving their rights with
respect to the Escrow Fund (as defined in the Escrow Agreement) or (ii) issue
any trust preferred stock that ranks senior to the Trust Preferred
Securities, whether as to dividends or distributions, or which ranks on a
parity with or senior to the Trust Preferred Securities with respect to
distributions involving or relating to the Zero Coupon Securities (as defined
in the Escrow Agreement), or proceeds from the sale thereof, held in the
Escrow Account (as defined in the Escrow Agreement).

         SECTION 1006. PAYMENT OF EXPENSES OF THE TRUST.

         In connection with the offering, sale and issuance of the Debentures
to the Property Trustee in connection with the sale of the Trust Securities
by the Trust, the Company shall:

         (a) pay for all costs, fees and expenses relating to the offering,
sale and issuance of the Debentures, including compensation of the Trustee
under the Indenture in accordance with the provisions of Section 607 of this
Indenture;

         (b) be responsible for and pay for all debts and obligations (other
than with respect to the Trust Securities) of the Trust, pay for all costs
and expenses of the Trust (including, but not limited to, costs and expenses
relating to the organization of the Trust, the offering, sale and issuance of
the Trust Securities, the fees and expenses of the Property Trustee and the
Delaware Trustee, the costs and expenses relating to the operation of the
Trust, including without limitation, costs and expenses of accountants,
attorneys, statistical or bookkeeping services, expenses for printing and
engraving and computing or accounting equipment, paying agent(s),
registrar(s), transfer agent(s), duplicating, travel and telephone and other
telecommunications expenses and costs and expenses incurred in connection
with the acquisition, financing, and disposition of Trust assets); and

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

                             ARTICLE ELEVEN

                        REDEMPTION OF DEBENTURES

         SECTION 1101. RIGHT OF REDEMPTION.

                                      50
<Page>

         (a) The Debentures may be redeemed, at the election of the Company,
in whole or in part, in cash at the Redemption Price, at any time on or after
[-], 2006. If the Debentures are redeemed in part, the Debentures to be
redeemed shall be selected on a pro rata basis from the outstanding
Debentures not previously called for redemption.

         (b) The Debentures may be redeemed, at the election of the Company,
in whole (but not in part), at any time, in cash at the Redemption Price,
within 90 days following the occurrence of a Redemption Tax Event; provided,
however, that if at the time, there is available to the Company or the Trust
the opportunity to eliminate, within such 90 Day Period, the Redemption Tax
Event by taking some Ministerial Action, such as filing a form or making an
election, or pursuing some other similar reasonable measure, which in the
reasonable judgment of the Company has or will cause no adverse effect on the
Trust, the Holders of the Trust Securities or the Company and will involve no
material cost, then the Company or the Trust shall pursue such measure in
lieu of redemption.

         SECTION 1102. APPLICABILITY OF ARTICLE.

         Redemption of Debentures at the election of the Company, as
permitted by Section 1101, shall be made in accordance with such provision
and this Article.

         SECTION 1103. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Company to redeem Debentures pursuant to Section
1101 shall be evidenced by a Board Resolution. In case of any redemption at
the election of the Company, the Company shall, at least 60 days and no more
than 90 days prior to the Redemption Date fixed by the Company, notify the
Trustee in writing of such Redemption Date and of the principal amount of
Debentures to be redeemed and provide a copy of the notice of redemption to
be given to Holders of Debentures to be redeemed pursuant to Section 1105.

         SECTION 1104. [THIS SECTION INTENTIONALLY OMITTED.]

         SECTION 1105. NOTICE OF REDEMPTION.

         Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Debentures to be redeemed, at such
Holder's address appearing in the Register.

         All notices of redemption shall identify the Debentures to be
redeemed (including, if relevant, CUSIP number) and shall state:

                                      51
<Page>

         (1) the Redemption Date,

         (2) the Redemption Price,

         (3) that on the Redemption Date the Redemption Price will become due
and payable upon each such Debenture to be redeemed and that interest thereon
will cease to accrue on and after said date, and

         (4) the place or places where such Debentures are to be surrendered
for payment of the Redemption Price.

         If less than all of the Debentures are to be redeemed, the notice of
redemption shall specify the numbers of the Debentures to be redeemed.

         Notice of redemption of Debentures to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by
the Trustee in the name and at the expense of the Company.

         SECTION 1106. DEPOSIT OF REDEMPTION PRICE.

         Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in Section 1003) an
amount of money sufficient to pay the Redemption Price of, and (except if the
Redemption Date shall be an Interest Payment Date) accrued interest on, all
the Debentures which are to be redeemed on that date.

         SECTION 1107. DEBENTURES PAYABLE ON REDEMPTION DATE.

         Notice of redemption having been given as aforesaid, the Debentures
so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless
the Company shall default in the payment of the Redemption Price and accrued
interest) such Debentures shall cease to bear interest. Upon surrender of any
such Debenture for redemption in accordance with said notice, such Debenture
shall be paid by the Company at the Redemption Price, together with accrued
interest (including Additional Payments, if any) to the Redemption Date;
provided, however, that installments of interest whose Stated Maturity is on
or prior to the Redemption Date shall be payable to the Holders of such
Debentures, or one or more Predecessor Debentures, registered as such at the
close of business on the relevant Record Dates according to the terms and the
provisions of Section 307.

                                      52
<Page>

         If any Debenture called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate borne by the Debenture.

         SECTION 1108. [THIS SECTION INTENTIONALLY OMITTED.]

         SECTION 1109. TAX EVENT REDEMPTION.

         If a Tax Event has occurred and is continuing and:

         (a)  the Company has received a Redemption Tax Opinion; or

         (b) after receiving a Dissolution Tax Opinion, the Administrative
Trustees shall have been informed by tax counsel rendering the Dissolution
Tax Opinion that a No Recognition Opinion cannot be delivered to the Trust
(each such case, a "Redemption Tax Event"), then, notwithstanding Section
1109(a) but subject to Section 1109(b), the Company shall have the right upon
not less than 30 days nor more than 60 days' notice to the Holders of the
Debentures to redeem the Debentures in whole (but not in part) for cash
within 90 days following the occurrence of such Redemption Tax Event (the
"90-Day Period") at the Redemption Price; provided, however, that if, at the
time there is available to the Company or the Trust the opportunity to
eliminate within the 90-Day Period, the Redemption Tax Event by taking some
ministerial action, such as filing a form or making an election, or pursuing
some other similar reasonable measure which, in the reasonable judgment of
the Company, has or will cause no adverse effect on the Company, the Trust or
the Holders of the Trust Securities and will involve no material cost (a
"Ministerial Action"), the Company or the Trust shall pursue such Ministerial
Action or other measure in lieu of redemption, and provided, further, that
the Company shall have no right to redeem the Debentures while the Trust is
pursuing any Ministerial Action or other similar measure pursuant to its
obligations under the Declaration. Payment of the Redemption Price shall be
made prior to 12:00 noon, Central time, on the date of such redemption or
such earlier time as the Company determines; provided, that the Company shall
deposit with the Trustee an amount sufficient to make such redemption payment
by 10:00 a.m. Central Time on the date such redemption payment is to be made.
Any redemption pursuant to this Section 1109 shall be made pursuant to the
provisions of Sections 1101 through 1108 hereof.

         SECTION 1110. NO SINKING FUND.

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

                                ARTICLE TWELVE

                                      53
<Page>

                          SUBORDINATION OF DEBENTURES

         SECTION 1201. AGREEMENT TO SUBORDINATE.

         The Company covenants and agrees, and each Holder of Debentures by
such Holder's acceptance thereof likewise covenants and agrees, that all
Debentures shall be issued subject to the provisions of this Article Twelve;
and each Holder of a Debenture, whether upon original issue or upon transfer
or assignment thereof, accepts and agrees to be bound by such provisions. The
payment by the Company of the principal of, premium, if any, and interest
(including Additional Payments) on all Debentures issued hereunder shall, to
the extent and in the manner hereinafter set forth, be subordinated and
junior in right of payment to the prior payment in full of all existing and
future Senior Debt, whether outstanding at the date of this Indenture or
thereafter incurred; provided however, that no provision of this Article
Twelve shall prevent the occurrence of any default or Indenture Event of
Default hereunder.

         SECTION 1202. DEFAULT ON SENIOR DEBT.

         In the event and during the continuation of any default by the
Company in the payment of principal, premium, interest or any other payment
due on any Senior Debt continuing beyond the period of grace, if any,
specified in the instrument evidencing such Senior Debt, unless and until
such default shall have been cured or waived or shall have ceased to exist,
and in the event that the maturity of any Senior Debt has been accelerated
because of a default, then no payment shall be made by the Company with
respect to the principal of (including redemption payments, if any), premium,
if any, or interest on the Debentures.

         In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 1202, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Debt or their respective representatives, or to the trustee or trustees under
any indenture pursuant to which any of such Senior Debt may have been issued,
as their respective interests may appear, but only to the extent that the
holders of the Senior Debt (or their representative or representatives or a
trustee) notify the Trustee in writing within 90 days of such payment of the
amounts then due and owing on the Senior Debt and only the amounts specified
in such notice to the Trustee shall be paid to the holders of Senior Debt.

         SECTION 1203. LIQUIDATION; DISSOLUTION; BANKRUPTCY.

                                      54
<Page>

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

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

         For purposes of this Article Twelve, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article Twelve with respect to the Debentures to the payment of all Senior
Debt which may at the time be outstanding; provided, that (i) such Senior

                                      55
<Page>

Debt is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Debt are not, without the consent of such holders, altered by such
reorganization or readjustment. The consolidation of the Company with, or
the merger of the Company with or into, another Person or the liquidation or
dissolution of the Company following the conveyance, transfer or lease of all
or substantially all its properties and assets on a consolidated basis to
another Person upon the terms and conditions provided for in Article Eight
hereof shall not be deemed a dissolution, winding up, liquidation or
reorganization for the purposes of this Section 1203 if such other Person
shall, as a part of such consolidation, merger, conveyance, transfer or
lease, comply with the conditions stated in Article Eight hereof. Nothing in
Section 1202 or in this Section 1203 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 607 hereof.

         SECTION 1204. SUBROGATION.

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

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

                                      56
<Page>

to the rights, if any, under this Article Twelve of the holders of such
Senior Debt in respect of cash, property or securities of the Company, as the
case may be, received upon the exercise of any such remedy.

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

         SECTION 1205. TRUSTEE TO EFFECTUATE SUBORDINATION.

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

         SECTION 1206. NOTICE BY THE COMPANY.

         The Company shall give prompt written notice to a Responsible
Officer of the Trustee of any fact known to the Company which would prohibit
the making of any payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article Twelve. Notwithstanding
the provisions of this Article Twelve or any other provision of this
Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any payment of monies to or
by the Trustee in respect of the Debentures pursuant to the provision of this
Article Twelve, unless and until a Responsible Officer of the Trustee shall
have received written notice thereof at the Corporate Trust Office of the
Trustee from the Company or a holder or holders of Senior Debt or from any
trustee therefor; and before the receipt of any such written notice, the
Trustee, subject to the provisions of Section 603 hereof, shall be entitled
in all respects to assume that no such facts exist; provided, however, that
if the Trustee shall not have received the notice provided for in this
Section 1206 at least three Business Days prior to the date upon which by the
terms hereof any money may become payable for any purpose (including, without
limitation, the payment of the principal of (and premium, if any) or interest
on any Debenture), then, anything herein contained to

                                      57
<Page>

the contrary notwithstanding, the Trustee shall have full power and authority
to receive such money and to apply the same to the purposes for which they
were received, and shall not be affected by any notice to the contrary which
may be received by it within three Business Days prior to such date.

         The Trustee, subject to the provisions of Section 603, shall be
entitled to rely on the delivery to it of a written notice by a Person
representing himself to be a holder of Senior Debt (or a trustee on behalf of
such holder) to establish that such notice has been given by a holder of such
Senior Debt or a trustee on behalf of any such holder or holders. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt
to participate in any payment or distribution pursuant to this Article
Twelve, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the right of
such Person under this Article Twelve, and, if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

         SECTION 1207. RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR DEBT.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Twelve in respect of any Senior Debt at any
time held by it, to the same extent as any other holder of Senior Debt, and
nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder.

         With respect to the holders of Senior Debt of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Twelve, and no
implied covenants or obligations with respect to the holders of such Senior
Debt shall be read into this Indenture against the Trustee. The Trustee shall
not be deemed to owe any fiduciary duty to the holders of such Senior Debt
and, subject to the provisions of Section 603, the Trustee shall not be
liable to any holder of such Senior Debt if it shall pay over or deliver to
Holders of Debentures, the Company or any other Person money or assets to
which any holder of such Senior Debt shall be entitled by virtue of this
Article Twelve or otherwise.

         SECTION 1208. SUBORDINATION MAY NOT BE IMPAIRED.

         No right of any present or future holder of any Senior Debt to
enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in

                                       58

<Page>

good faith, by any such holder, or by any noncompliance by the Company with
the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

         Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the
Debentures, without incurring responsibility to the holders of the Debentures
and without impairing or releasing the subordination provided in this Article
Twelve or the obligations hereunder of the Holders of the Debentures to the
holders of Senior Debt, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew
or alter, such Senior Debt, or otherwise amend or supplement in any manner
such Senior Debt or any instrument evidencing the same or any agreement under
which such Senior Debt is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing
such Senior Debt; (iii) release any Person liable in any manner for the
collection of such Senior Debt; and (iv) exercise or refrain from exercising
any rights against the Company and any other Person.

                              ARTICLE THIRTEEN

                 IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                           OFFICERS AND DIRECTORS

         SECTION 1301. NO RECOURSE.

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

                                       59

<Page>

indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of the
Debentures or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture
and the issuance of such Debentures.

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

                             ARTICLE FOURTEEN

                          LISTING ON AN EXCHANGE

         SECTION 1401. LISTING ON AN EXCHANGE.

         In connection with the distribution of the Debentures to the holders
of the Trust Preferred Securities upon a Dissolution Event, the Company will
use its best efforts to list such Debentures on the New York Stock Exchange
or on such other exchange as the Trust Preferred Securities are then listed.

                                       60

<Page>



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                           AMERICAN EQUITY INVESTMENT
                                           LIFE HOLDING COMPANY

                                           By: _______________________________
                                           Name:
                                           Title:


                                           FIRST UNION TRUST COMPANY,
                                           NATIONAL ASSOCIATION, as trustee


                                           By: _______________________________
                                           Name:
                                           Title:




<Page>


                                     EXHIBIT A
                                 FORM OF DEBENTURE

                             [FORM OF FACE OF DEBENTURE]

           [IF THE DEBENTURE IS TO BE A GLOBAL DEBENTURE, INSERT - This
Debenture is a Global Debenture within the meaning of the Indenture hereinafter
referred to and is registered in the name of a Depositary or a nominee of a
Depositary. This Debenture is exchangeable for Debentures registered in the name
of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and no transfer of this Debenture
(other than a transfer of this Debenture as a whole by the Depositary to a
nominee of the Depositary or by a nominee of the Depositary to the Depositary or
another nominee of the Depositary) may be registered except in limited
circumstances.

         Unless this Debenture is presented by an authorized representative
of The Depository Trust Company (55 Water Street, New York, New York) to the
issuer or its agent for registration of transfer, exchange or payment, and
any Debenture issued is registered in the name of Cede & Co. or such other
name as requested by an authorized representative of The Depository Trust
Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.]

                    AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

                       [-]% Junior Subordinated Debenture due [-]

No._________                                                  $___________
CUSIP No._______

         American Equity Investment Life Holding Company, a corporation duly
organized and existing under the laws of the State of Iowa (herein called
"the Company", which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to
pay to First Union Trust Company, National Association, as Property Trustee
of American Equity Capital Trust III under that certain Amended and Restated
Declaration of Trust, dated as of [-] (the "Declaration"), or registered
assigns, the principal sum of ______ Dollars ($ ) on [-].

Interest Payment Dates: March 31, June 30, September 30 and December 31,
commencing [-], subject to the Company's right to defer interest payments as
described herein.

                                       A-1

<Page>


Regular Record Dates: the close of business on the regular record date for
such interest installment, which shall be the close of business on the
Business Day next preceding such Interest Payment Date. [IF PURSUANT TO
THE PROVISIONS OF THE INDENTURE THE DEBENTURES ARE NO LONGER REPRESENTED
BY A GLOBAL DEBENTURE -- which shall be the close of business on the 15th day
immediately preceding each Interest Payment Date, commencing [-].]
If any date on which interest payable on the Debentures is not a Business
Day,  then payment of the interest payable on such date will be made on the
next succeeding day that is a Business Day (and without any other payment in
respect of any such delay) except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if
made on such date.

         Reference is hereby made to the further provisions of this Debenture
set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this
Debenture shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
signed manually or by facsimile by its duly authorized officers and a
facsimile of its corporate seal to be affixed hereto or imprinted hereon.

Dated: _________, ____.

                AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

                           By: _______________________________
                                  Name:
                                  Title:



                                       A-2


<Page>



                        TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: __________, ____.

                                       FIRST UNION TRUST COMPANY, NATIONAL
                                       ASSOCIATION, as Trustee

                                       By: ____________________________________
                                                  Authorized Signatory




                                       A-3

<Page>



                              [FORM OF REVERSE OF DEBENTURE ]

                      AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY

                         [-]% Junior Subordinated Debenture due [-]*

         (1) Interest. American Equity Investment Life Holding Company, an
Iowa corporation (the "Company"), is the issuer of this [-]% Junior
Subordinated Debenture Due [-] (the "Debenture") limited in aggregate
principal amount to $[-] issued under the Indenture hereinafter referred to.
The Company promises to pay interest on the Debentures in cash from [-] or
from the most recent interest payment date to which interest has been paid or
duly provided for, quarterly (subject to deferral for up to 20 consecutive
quarters as described in Section 3 hereof) in arrears on March 31, June 30,
September 30 and December 31 of each year (each day an "Interest Payment
Date"), commencing [-], at the rate of [-]% per annum (subject to increase as
provided in Section 12 hereto) plus Additional Interest and Compounded
Interest if any, until the principal hereof shall have become due and payable.

         The amount of interest payable for any interest period will be
computed on the basis of a 360-day year of twelve 30-day months. The amount
of interest payable for any period shorter than a full quarterly period for
which interest is computed will be computed on the basis of the actual number
of days elapsed per 30-day month. In the event that any date on which
interest is payable on the Debentures is not a Business Day, then payment of
the interest payable on such date will be made on the next succeeding day
which is a Business Day (without any interest or other payment in respect of
any such delay), except that, if such Business Day is in the next succeeding
calendar year, such payment shall be made on the immediately preceding
Business Day, in each case with the same force and effect as if made on such
date.

         (2) Additional Interest. The Company shall pay to American Equity
Capital Trust III (and its permitted successors or assigns under the
Declaration) (the "Trust") such amounts as shall be required so that the net
amounts received and retained by the Trust after paying any taxes, duties,
assessments or other governmental charges of whatever nature (other than
withholding taxes) imposed on the Trust by the United States or any other
taxing authority ("Additional Interest") will be not less than the amounts
the Trust would have received had no such taxes, duties, assessment or
governmental charges been imposed.
---------------
*All terms used in this Debenture which are defined in the Indenture referred
to herein or in the Declaration attached as Annex A thereto shall have the
meanings assigned to them in the Indenture or the Declaration, as the case
may be.

                                       A-4

<Page>



         (3) Option to Extend Interest Payment Period. So long as no
Indenture Event of Default has occurred and is continuing, the Company shall
have the right at any time during the term of the Debentures to defer
interest payments from time to time by extending the interest payment period
for successive periods not exceeding 20 consecutive quarters for each such
period; except that no Extension Period may extend beyond the maturity of the
Debentures. At the end of each Extension Period, the Company shall pay all
interest then accrued and unpaid together with interest thereon compounded
quarterly at the rate specified for the Debentures to the extent permitted by
applicable law ("Compounded Interest"); provided, that during any Extension
Period, the Company shall not (a) declare or pay dividends on, or make a
distribution with respect to, or redeem or purchase or acquire, or make a
liquidation payment with respect to, any of its capital stock (other than (i)
purchases or acquisitions of shares of Common Stock (or Common Stock
equivalents) in connection with the satisfaction by the Company of its
obligations under any employee benefit or agent plans or the satisfaction by
the Company of its obligations pursuant to any contract or security requiring
the Company to purchase shares of Com mon Stock (or Common Stock
equivalents), (ii) purchases of shares of Common Stock (or Common Stock
equivalents) from officers or employees of the Company or its subsidiaries
upon termination of employment or retirement not pursuant to any obligation
under any contract or security requiring the Company to purchase shares of
Common Stock (or Common Stock equivalents), (iii) as a result of a
reclassification of the Company's capital stock or the 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, (iv) dividends or distributions of
shares of Common Stock on Common Stock or (v) the purchase of fractional
interests in shares of the Company's capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted
or exchanged), (b) make any payment of principal of (premium, if any) or
interest on or repay, repurchase or redeem any debt securities (including
guarantees) issued by the Company that rank PARI PASSU with or junior to the
Debentures and (c) make any guarantee payments with respect to any of the
foregoing (other than pursuant to the Guarantee).

         Prior to the termination of any such Extension Period, the Company
may further extend such Extension Period; provided, that such Extension
Period together with all previous and further extensions thereof may not
exceed 20 consecutive quarters and may not extend beyond the maturity of the
Debentures. Upon the termination of any Extension Period and the payment of
all amounts then due, the Company may commence a new Extension Period,
subject to the above requirements. No interest during an Extension Period,
except at the end thereof, shall be due and payable.

         If the Property Trustee is the sole holder of the Debentures at the
time the Company selects an Extension Period, the Company shall give notice
to the

                                       A-5

<Page>


Administrative Trustees, the Property Trustee and the Trustee of its
selection of such Extension Period at least one Business Day prior to the
earlier of (i) the date the distributions on the Trust Preferred Securities
are payable or (ii) if the Trust Preferred Securities are listed on the New
York Stock Exchange or other stock exchange or quotation system, the date the
Trust is required to give notice to the New York Stock Exchange or other
applicable self-regulatory organization or to holders of the Trust Preferred
Securities on the record date or the date such distributions are payable, but
in any event not less than ten Business Days prior to such record date.

         If the Property Trustee is not the sole holder of the Debentures at
the time the Company selects an Extension Period, the Company shall give the
Holders of the Debentures and the Trustee notice of its selection of an
Extension Period at least ten Business Days prior to the earlier of (i) the
next succeeding Interest Payment Date or (ii) the date the Company is
required to give notice to the New York Stock Exchange or any applicable
self-regulatory organization on the record or payment date of such related
interest payment, but in any event not less than two Business Days prior to
such record date.

         The quarter in which any notice is given pursuant to the second and
third paragraphs of this Section 3 shall be counted as one of the 20 quarters
permitted in the maximum Extension Period permitted under the first paragraph
of this Section 3.

         (4) Method of Payment. The interest 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 Debentures) is registered at the close of business on the regular
record date for such interest installment, which shall be the close of
business on the Business Day next preceding such Interest Payment Date.
[IF PURSUANT TO THE PROVISIONS OF THE INDENTURE THE NOTES ARE NO LONGER
REPRESENTED BY A GLOBAL NOTE -- which shall be the close of business on the
15th day of the month in which such Interest Payment Date occurs.]
(the "Regular Record Date"), commencing [-]. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to
the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Debenture (or one or more Predecessor Debentures) is
registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Debentures not less than 10 days prior to such Special
Record Date, or 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 said Indenture.

                                       A-6

<Page>


         Payment of the principal of and interest on this Debenture will be
made at the office or agency of the Company maintained for that purpose in
West Des Moines, Iowa, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that, at the option of the Company, payment
of interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Register or by wire transfer to
an account appropriately designated by the Person entitled thereto.

         (5) Paying Agent and Registrar.  The Trustee will act as Paying
Agent and Registrar.  The Company may change any Paying Agent, Registrar or
co-registrar without prior notice.  The Company or any of its Affiliates may
act in any such capacity.

         (6) Indenture. The Company issued the Debentures under an indenture,
dated as of [-] (the "Indenture"), between the Company and First Union Trust
Company, National Association, as Trustee (herein called the "Trustee", which
term includes any successor trustee under the Indenture), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Trustee, the Company and the Holders of the
Debentures, and of the terms upon which the Debentures are, and are to be,
authenti cated and delivered. The terms of the Debentures include those
stated in the Indenture and those made part of the Indenture by the
incorporation of certain provisions of the Trust Indenture Act of 1939 (15
U.S. Code ss.ss. 77aaa-77bbbb) ("TIA") as in effect on the date of the
Indenture. The Debentures are subject to, and qualified by, all such terms,
certain of which are summarized hereon, and holders are referred to the
Indenture and the TIA for a statement of such terms. The Debentures are
unsecured general obligations of the Company limited to $[-] in aggregate
principal amount and subordinated in right of payment to all existing and
future Senior Debt of the Company. 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 and interest on this Debenture at the times, place and rate, and
in the coin or currency, herein prescribed or to convert this Debenture as
provided in the Indenture.

         (7) Optional Redemption. The Debentures are subject to redemption,
at the election of the Company, in whole or in part, for cash at the
Redemption Price, at any time on or after [-], 2006. Any redemption pursuant
to this Section 7 will be made upon not less than 30 nor more than 60 days'
notice.

         (8) Optional Redemption Upon Tax Event. The Debentures are subject
to redemption, at the election of the Company, in whole (but not in part),
for cash at the Redemption Price, at any time within 90 days following the
occurrence and continuation

                                       A-7

<Page>


of a Redemption Tax Event (as defined in the Declaration). Any redemption
pursuant to this Section 8 will be made upon not less than 30 nor more than
60 days' notice.

          (9) Notice of Redemption. Notice of redemption will be mailed at
least 30 days but not more than 60 days before the Redemption Date to each
Holder of the Debentures to be redeemed at his address of record. The
Debentures in denominations larger than $[-] may be redeemed in part but only
in integral multiples of $[-]. In the event of a redemption of less than all
of the Debentures, the Debentures will be chosen for redemption by the
Trustee in accordance with the Indenture. On and after the Redemption Date,
interest ceases to accrue on the Debentures or portions of them called for
redemption.

         If this Debenture is redeemed subsequent to a Regular Record Date
with respect to any Interest Payment Date specified above and on or prior to
such Interest Payment Date, then any accrued interest will be paid to the
person in whose name this Debenture is registered at the close of business on
such record date.

         (10) Redemption of Trust Securities. Upon the repayment of the
Debentures, whether at maturity, upon any acceleration, earlier redemption or
otherwise, the proceeds from such repayment or payment shall simultaneously
be applied to redeem Trust Securities having an aggregate liquidation amount
equal to the Debentures so repaid or redeemed at the applicable redemption
price together with accrued and unpaid distributions through the date of
redemption; provided, that holders of the Trust Securities shall be given not
less than 30 nor more than 60 days notice of such redemption. There are no
sinking fund payments with respect to the Debentures.

         (11) Subordination. The payment of the principal of, interest on or
any other amounts due on the Debentures is subordinated in right of payment
to all existing and future Senior Debt (as defined below) of the Company, as
described in the Indenture. Each holder, by accepting a Debenture, agrees to
such subordination and authorizes and directs the Trustee on its behalf to
take such action as may be necessary or appropriate to effectuate the
subordination so provided and appoints the Trustee as its attorney-in-fact
for such purpose.

         "Senior Debt" shall mean with respect to the Company (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of
such obligor for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by such obligor, (ii)
all capital lease obligations of such obligor, (iii) all obligations of such
obligor issued or assumed as the deferred purchase price of property, all
conditional sale obligations of such obligor and all obligations of such
obligor under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business), (iv) all obligations of
such obligor for the

                                       A-8

<Page>


reimbursement of any letter of credit, banker's acceptance, security
purchase facility (or repurchase agreement) or similar credit transaction,
(v) all obligations of the type referred to in clauses (i) through (iv) above
of other persons for the payment of which such obligor is responsible or
liable as obligor, guarantor or otherwise, and (vi) all obligations of the
type referred to in clauses (i) through (v) above of other persons secured by
any lien on any property or asset of such obligor (whether or not such
obligation is assumed by such obligor), except for (1) any such indebtedness
that is by its terms subordinated to or PARI PASSU with the Debentures and
(2) any indebtedness between or among such obligor or its affiliates,
including all other debt securities and guarantees in respect of those debt
securities issued to any other trust, or a trustee of such trust,
partnership, or other entity affiliated with the Company that is, directly or
indirectly, a financing vehicle of the Company (a "Financing Entity") in
connection with the issuance by such Financing Entity of Trust Preferred
Securities or other securities which rank junior to, or PARI PASSU with, the
Trust Preferred Securities. Such Senior Debt shall continue to be Senior Debt
and entitled to the subordination provisions hereof irrespective of any
amendment, modification or waiver of any term of such Senior Debt, other than
any amendment, modification or waiver relating to the Escrow Agreement.

         (12) Registration, Transfer, Exchange and Denominations. As provided
in the Indenture and subject to certain limitations therein set forth, the
transfer of this Debenture is registrable in the Register, upon surrender of
this Debenture for registration of transfer at the office or agency of the
Company in West Des Moines, Iowa, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Registrar duly executed by, the Holder hereof or his attorney duly authorized
in writing, and thereupon one or more new Debentures, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.

         The Debentures are issuable only in registered form without coupons
in denominations of $25 and integral multiples thereof. No service charge
shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith. Prior to due presentment
of this Debenture for registration of transfer, the Company, the Trustee and
any agent of the Company or the Trustee may treat the Person in whose name
this Debenture is registered as the owner hereof for all purposes, whether or
not this Debenture be overdue, and neither the Company, the Trustee nor any
such agent shall be affected by notice to the contrary.

         (13) Persons Deemed Owners.  Except as provided in Section 4 hereof,
the registered Holder of a Debenture may be treated as its owner for all
purposes.

                                        A-9

<Page>

         (14) Unclaimed Money.  If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent
shall pay the money back to the Company at its written request. After that,
holders of Debentures entitled to the money must look to the Company for
payment unless an abandoned property law designates another Person and all
liability of the Trustee and such Paying Agent with respect to such money
shall cease.

         (14) Defaults and Remedies. The Debentures shall have the Indenture
Events of Default as set forth in Section 501 of the Indenture. Subject to
certain limitations in the Indenture, if an Event of Default occurs and is
continuing, the Trustee by notice to the Company or the holders of not less
than a majority in aggregate principal amount of the then Outstanding
Debentures by notice to the Company and the Trustee may declare all the
Debentures to be due and payable immediately.

         The holders of a majority in principal amount of the Debentures then
Outstanding by written notice to the Trustee may rescind an acceleration and
its consequences if the rescission would not conflict with any judgment or
decree and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of the
acceleration. Holders may not enforce the Indenture or the Debentures except
as provided in the Indenture. Subject to certain limitations, holders of a
majority in principal amount of the then Outstanding Debentures issued under
the Indenture may direct the Trustee in its exercise of any trust or power.
The Company must furnish annually compliance certificates to the Trustee. The
above description of Events of Default and remedies is qualified by reference
to, and subject in its entirety by, the more complete description thereof
contained in the Indenture.

         (15) Amendments, Supplements and Waivers. The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of
the Holders of the Debentures under the Indenture at any time by 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. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Debentures at the time Outstanding, on
behalf of the Holders of all the Debentures, to waive compliance by the
Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Debenture shall be conclusive and binding upon such Holder and
upon all future Holders of this Debenture and of any Debenture issued upon
the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Debenture.

                                       A-10
<Page>

         (16) Trustee Dealings with the Company.  The Trustee, in its
individual or any other capacity, may become the owner or pledgee of the
Debentures and may otherwise deal with the Company or an Affiliate with the
same rights it would have, as if it were not Trustee, subject to certain
limitations provided for in the Indenture and in the TIA. Any Agent may do
the same with like rights.

         (17) No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Debentures or the Indenture or for any
claim based on, in respect of or by reason of such obligations or their
creation. Each Holder of the Debentures by accepting a Debenture waives and
releases all such liability. The waiver and release are part of the
consideration for the issue of the Debentures.

         (18) Governing Law.  THE INTERNAL LAWS OF THE STATE OF IOWA SHALL
GOVERN THE INDENTURE AND THE DEBENTURES WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF.

         (19) Authentication. The Debentures shall not be valid until
authenticated by the manual signature of an authorized officer of the Trustee
or an authenticating agent.

         The Company will furnish to any Holder of the Debentures upon
written request and without charge a copy of the Indenture. Requests may be
made to:

         American Equity Investment Life Holding Company
         5000 Westown Parkway, Suite 440
         West Des Moines, Iowa 50266
         Attention: Chief Financial Officer



                                       A-11

<Page>


                                   ASSIGNMENT FORM



To assign this Debenture, fill in the form below:

(I) or (we) assign and transfer this Debenture to

__________________________________________________

(Insert assignee's social security or taxpayer identification no.)

__________________________________________________
(Print or type assignee's name, address and zip code)

__________________________________________________

__________________________________________________

__________________________________________________

and irrevocably appoint _______________________ agent to transfer this
Debenture on the books of the Company.  The agent may substitute another to
act for him.

Your Signature: ___________________________
(Sign exactly as your name appears on the other side of this Debenture)

Date: _____________________


Signature Guarantee:* __________________________________________________



--------
*   Signature must be guaranteed by a commercial bank, trust company or
    member firm of The New York Stock Exchange, Inc.


                                       A-12