Exhibit 4.12(a) 


INDENTURE B


FBL FINANCIAL GROUP, INC.,

ISSUER


AND


COMMERCE BANK, N.A.,
 TRUSTEE 

INDENTURE




Dated as of August 20, 2009


Subordinated Debt Securities


1










TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	
 


	
ARTICLE I


	
DEFINITIONS


	
 

	
 

	
 


	
SECTION 1.01
 Definitions of Terms

	
 


	
 

	
“Affiliate”

	
 


	
 

	
“FBL Trust”

	
 


	
 

	
“Authenticating
 Agent”

	
 


	
 

	
“Bankruptcy
 Law”

	
 


	
 

	
“Board of
 Directors”

	
 


	
 

	
“Board
 Resolution”

	
 


	
 

	
“Business
 Day”

	
 


	
 

	
“Certificate”

	
 


	
 

	
“Company”

	
 


	
 

	
“Commission”

	
 


	
 

	
“Common
 Securities”

	
 


	
 

	
“Common
 Securities Guarantee”

	
 


	
 

	
“Corporate
 Trust Office”

	
 


	
 

	
“Custodian”

	
 


	
 

	
“Declaration”

	
 


	
 

	
“Default”

	
 


	
 

	
“Deferral
 Period”

	
 


	
 

	
“Depositary”

	
 


	
 

	
“Event of
 Default”

	
 


	
 

	
“Global
 Security”

	
 


	
 

	
“Governmental
 Obligations”

	
 


	
 

	
“herein,”
 “hereof” and “hereunder”

	
 


	
 

	
“Indebtedness”

	
 


	
 

	
“Indenture”

	
 


	
 

	
“Interest
 Payment Date”

	
 


	
 

	
“Investment
 Company Act”

	
 


	
 

	
“Officers’
 Certificate”

	
 


	
 

	
“Opinion of
 Counsel”

	
 


	
 

	
“Original
 Issue Discount Security”

	
 


	
 

	
“Outstanding”

	
 


	
 

	
“Paying
 Agent”

	
 


	
 

	
“Person”

	
 


	
 

	
“Place of
 Payment”

	
 


	
 

	
“Predecessor
 Security”

	
 


	
 

	
“Preferred
 Securities”

	
 


	
 

	
“Preferred
 Securities Guarantee”

	
 


	
 

	
“Property
 Trustee”

	
 


	
 

	
“Redemption
 Date”

	
 





2










	
 

	
 

	
 


	
 

	
“Redemption Price

	
 


	
 

	
“Responsible
 Officer”

	
 


	
 

	
“Securities”

	
 


	
 

	
“Securities
 Act”

	
 


	
 

	
“Securityholder,”
 “holder of Securities,” “registered holder”

	
 


	
 

	
“Senior
 Indebtedness”

	
 


	
 

	
“Stated
 Maturity”

	
 


	
 

	
“Subsidiary”

	
 


	
 

	
“Trustee”

	
 


	
 

	
“Trust
 Indenture Act”

	
 


	
 

	
“Trust
 Securities”

	
 


	
 

	
“Voting
 Stock”

	
 


	
 

	
“Yield to
 Maturity”

	
 








	
 

	
 

	
 


	
ARTICLE II


	
DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND


	
EXCHANGE OF SECURITIES


	
 

	
 

	
 


	
SECTION 2.01

	
Designation
 and Terms of Securities

	
 


	
SECTION 2.02

	
Form of
 Securities and Trustee’s Certificate

	
 


	
SECTION 2.03

	
Denominations;
 Provisions for Payment

	
 


	
SECTION 2.04

	
Execution
 and Authentications

	
 


	
SECTION 2.05

	
Registration
 of Transfer and Exchange

	
 


	
SECTION 2.06

	
Temporary
 Securities

	
 


	
SECTION 2.07

	
Mutilated,
 Destroyed, Lost or Stolen Securities

	
 


	
SECTION 2.08

	
Cancellation

	
 


	
SECTION 2.09

	
Benefits of
 Indenture

	
 


	
SECTION 2.10

	
Authenticating
 Agent

	
 


	
SECTION 2.11

	
Global
 Securities

	
 


	
SECTION 2.12

	
CUSIP
 Numbers

	
 


	
 

	
 

	
 


	
ARTICLE III


	
REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


	
 

	
 

	
 


	
SECTION 3.01

	
Redemption

	
 


	
SECTION 3.02

	
Notice of
 Redemption

	
 


	
SECTION 3.03

	
Payment Upon
 Redemption

	
 


	
SECTION 3.04

	
Sinking Fund

	
 


	
SECTION 3.05

	
Satisfaction
 of Sinking Fund Payments with Securities

	
 


	
SECTION 3.06

	
Redemption
 of Securities for Sinking Fund

	
 


	
 

	
 

	
 


	
ARTICLE IV


	
CERTAIN COVENANTS


	
 

	
 

	
 


	
SECTION 4.01

	
Payment of
 Principal, Premium and Interest

	
 


	
SECTION 4.02

	
Maintenance
 of Office or Agency

	
 





3










	
 

	
 

	
 


	
SECTION 4.03

	
Paying Agents

	
 


	
SECTION 4.04

	
Statement by
 Officers as to Default

	
 


	
SECTION 4.05

	
Existence

	
 


	
SECTION 4.06

	
Payment of
 Taxes

	
 


	
SECTION 4.07

	
Waiver of
 Certain Covenants

	
 


	
SECTION 4.08

	
Appointment
 to Fill Vacancy in Office of Trustee

	
 


	
SECTION 4.09

	
Compliance
 with Consolidation Provisions

	
 


	
 

	
 

	
 


	
ARTICLE V


	
SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY


	
AND THE TRUSTEE


	
 

	
 

	
 


	
SECTION 5.01

	
Company to
 Furnish Trustee Names and Addresses of Securityholders

	
 


	
SECTION 5.02

	
Preservation
 Of Information; Communications With Securityholders

	
 


	
SECTION 5.03

	
Reports by
 the Company

	
 


	
SECTION 5.04

	
Reports by
 the Trustee

	
 


	
 

	
 

	
 


	
ARTICLE VI


	
REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


	
 

	
 

	
 


	
SECTION 6.01

	
Events of
 Default

	
 


	
SECTION 6.02

	
Collection
 of Indebtedness and Suits for Enforcement by Trustee

	
 


	
SECTION 6.03

	
Application
 of Moneys Collected

	
 


	
SECTION 6.04

	
Limitation
 on Suits

	
 


	
SECTION 6.05

	
Rights and
 Remedies Cumulative; Delay or Omission Not Waiver

	
 


	
SECTION 6.06

	
Control by
 Securityholders

	
 


	
SECTION 6.07

	
Undertaking
 to Pay Costs

	
 


	
SECTION 6.08

	
Waiver of
 Past Defaults

	
 


	
SECTION 6.09

	
Trustee to
 Give Notice of Default

	
 


	
 

	
 

	
 


	
ARTICLE VII


	
CONCERNING THE TRUSTEE


	
 

	
 

	
 


	
SECTION 7.01

	
Certain
 Duties and Responsibilities of Trustee

	
 


	
SECTION 7.02

	
Certain
 Rights of Trustee

	
 


	
SECTION 7.03

	
Trustee Not
 Responsible for Recitals or Issuance or Securities

	
 


	
SECTION 7.04

	
May Hold
 Securities

	
 


	
SECTION 7.05

	
Moneys Held
 in Trust

	
 


	
SECTION 7.06

	
Compensation
 and Reimbursement

	
 


	
SECTION 7.07

	
Reliance on
 Officers’ Certificate

	
 


	
SECTION 7.08

	
Disqualification;
 Conflicting Interests

	
 


	
SECTION 7.09

	
Corporate
 Trustee Required; Eligibility

	
 


	
SECTION 7.10

	
Resignation
 and Removal; Appointment of Successor

	
 





4










	
 

	
 

	
 


	
SECTION 7.11

	
Acceptance of Appointment By Successor

	
 


	
SECTION 7.12

	
Merger,
 Conversion, Consolidation or Succession to Business

	
 


	
SECTION 7.13

	
Preferential
 Collection of Claims Against the Company

	
 


	
 

	
 

	
 


	
ARTICLE VIII


	
CONCERNING THE SECURITYHOLDERS


	
 

	
 

	
 


	
SECTION 8.01

	
Evidence of
 Action by Securityholders

	
 


	
SECTION 8.02

	
Proof of
 Execution by Securityholders

	
 


	
SECTION 8.03

	
Who May be
 Deemed Owners

	
 


	
SECTION 8.04

	
Certain
 Securities Owned by Company Disregarded

	
 


	
SECTION 8.05

	
Actions
 Binding on Future Securityholders

	
 


	
 

	
 

	
 


	
ARTICLE IX


	
SUPPLEMENTAL INDENTURES


	
 

	
 

	
 


	
SECTION 9.01

	
Supplemental
 Indentures Without the Consent of Securityholders

	
 


	
SECTION 9.02

	
Supplemental
 Indentures With Consent of Securityholders

	
 


	
SECTION 9.03

	
Effect of
 Supplemental Indentures

	
 


	
SECTION 9.04

	
Securities
 Affected by Supplemental Indentures

	
 


	
SECTION 9.05

	
Execution of
 Supplemental Indentures

	
 


	
 

	
 

	
 


	
ARTICLE X


	
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


	
 

	
 

	
 


	
SECTION
 10.01

	
When the
 Company May Consolidate, Merge, Etc.

	
 


	
 

	
 

	
 


	
ARTICLE XI


	
SATISFACTION AND DISCHARGE


	
 

	
 

	
 


	
SECTION
 11.01

	
Satisfaction
 and Discharge of Indenture

	
 


	
SECTION
 11.02

	
Deposited
 Moneys and Governmental Obligations to be Held in
 Trust

	
 


	
SECTION
 11.03

	
Payment of
 Moneys Held by Paying Agents

	
 


	
SECTION
 11.04

	
Repayment to
 Company

	
 


	
 

	
 

	
 


	
ARTICLE XII


	
IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


	
 

	
 

	
 


	
SECTION
 12.01

	
No Recourse

	
 


	
 

	
 

	
 


	
ARTICLE XIII


	
DEFEASANCE AND COVENANT DEFEASANCE


	
 

	
 

	
 


	
SECTION
 13.01

	
Company’s
 Option to Effect Defeasance or Covenant Defeasance

	
 


	
SECTION
 13.02

	
Defeasance
 and Discharge

	
 





5










	
 

	
 

	
 


	
SECTION 13.03

	
Covenant Defeasance

	
 


	
SECTION
 13.04

	
Conditions
 to Defeasance or Covenant Defeasance

	
 


	
SECTION
 13.05

	
Deposited
 Money and Government Obligations to Be Held in Trust; Miscellaneous
 Provisions

	
 


	
SECTION
 13.06

	
Reinstatement

	
 


	
 

	
 

	
 


	
ARTICLE XIV


	
MISCELLANEOUS PROVISIONS


	
 

	
 

	
 


	
SECTION
 14.01

	
Effect on Successors
 and Assigns

	
 


	
SECTION
 14.02

	
Actions by
 Successor

	
 


	
SECTION
 14.03

	
Notices

	
 


	
SECTION
 14.04

	
Governing
 Law

	
 


	
SECTION
 14.05

	
Treatment of
 Securities as Debt

	
 


	
SECTION
 14.06

	
Compliance
 Certificates and Opinions

	
 


	
SECTION
 14.07

	
Payments on
 Business Days

	
 


	
SECTION
 14.08

	
Conflict
 with Trust Indenture Act

	
 


	
SECTION
 14.09

	
Counterparts

	
 


	
SECTION
 14.10

	
Separability

	
 


	
SECTION
 14.11

	
Assignment

	
 


	
SECTION
 14.12

	
Acknowledgment
 of Rights

	
 


	
 

	
 

	
 


	
ARTICLE XV


	
SUBORDINATION OF SECURITIES


	
 

	
 

	
 


	
SECTION
 15.01

	
Agreement to
 Subordinate

	
 


	
SECTION
 15.02

	
Default on
 Senior Indebtedness or Under this Indenture

	
 


	
SECTION
 15.03

	
Liquidation;
 Dissolution; Bankruptcy

	
 


	
SECTION
 15.04

	
Subrogation

	
 


	
SECTION
 15.05

	
Trustee to
 Effectuate Subordination

	
 


	
SECTION
 15.06

	
Notice by
 the Company

	
 


	
SECTION
 15.07

	
Rights of
 the Trustee; Holders of Senior Indebtedness

	
 


	
SECTION
 15.08

	
Subordination
 May Not Be Impaired

	
 





CROSS REFERENCE TABLE (1)


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Section of Trust Indenture Act of

1939, as amended 


	
 

	
Section of

Indenture 



	
 

	
 

	
10(a)

	
 

	
Inapplicable

	
 


	
 

	
 

	
310(b)

	
 

	
7.08

	
 


	
 

	
 

	
310(c)

	
 

	
Inapplicable

	
 


	
 

	
 

	
311(a)

	
 

	
7.13

	
 


	
 

	
 

	
311(b)

	
 

	
7.13

	
 


	
 

	
 

	
311(c)

	
 

	
Inapplicable

	
 


	
 

	
 

	
312(b)

	
 

	
5.02

	
(c)





6










	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
312(c)

	
 

	
Inapplicable

	
 


	
 

	
 

	
313(a)

	
 

	
5.04

	
(a)


	
 

	
 

	
313(b)

	
 

	
5.04

	
(b)


	
 

	
 

	
313(c)

	
 

	
5.04

	
(b)


	
 

	
 

	
313(d)

	
 

	
Inapplicable

	
 


	
 

	
 

	
314(a)

	
 

	
Inapplicable

	
 


	
 

	
 

	
314(b)

	
 

	
Inapplicable

	
 


	
 

	
 

	
314(c)

	
 

	
Inapplicable

	
 


	
 

	
 

	
314(d)

	
 

	
Inapplicable

	
 


	
 

	
 

	
314(e)

	
 

	
Inapplicable

	
 


	
 

	
 

	
314(f)

	
 

	
Inapplicable

	
 


	
 

	
 

	
315(a)

	
 

	
Inapplicable

	
 


	
 

	
 

	
315(b)

	
 

	
Inapplicable

	
 


	
 

	
 

	
315(c)

	
 

	
Inapplicable

	
 


	
 

	
 

	
315(d)

	
 

	
Inapplicable

	
 


	
 

	
 

	
315(e)

	
 

	
Inapplicable

	
 


	
 

	
 

	
316(a)

	
 

	
Inapplicable

	
 


	
 

	
 

	
316(b)

	
 

	
Inapplicable

	
 


	
 

	
 

	
316(c)

	
 

	
Inapplicable

	
 


	
 

	
 

	
317(a)

	
 

	
Inapplicable

	
 


	
 

	
 

	
317(b)

	
 

	
Inapplicable

	
 


	
 

	
 

	
318(a)

	
 

	
Inapplicable

	
 





1 - This
Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or provisions. 


7










          INDENTURE,
dated as of August 20, 2009 between FBL Financial Group, Inc., an Iowa
corporation (the “Company”), and Commerce Bank, N.A., as trustee (the
“Trustee”): 


          WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance of
unsecured subordinated debt securities, debentures, notes, bonds, or other
evidences of indebtedness (hereinafter referred to as the “Securities”), in an
unlimited aggregate principal amount to be issued from time to time in one or
more series, as provided in this Indenture, including, without limitation,
Securities to be issued and sold from time to time to the FBL Trust (as defined
herein);


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


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


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


ARTICLE I

DEFINITIONS


1.01   Definitions of Terms. 


          The terms
defined in this Section (except as in this Indenture otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section and shall include the plural as well as the
singular. All other terms used in this Indenture that are defined in the Trust
Indenture Act of 1939, as amended, or that are by reference in such Act defined
in the Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act
as in force at the date of the execution of this instrument. “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. When used with respect to any Person, “control” means the power,
directly or indirectly, to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms “controlling” and “controlled” and “under
common control with” have meaning correlative to the foregoing. 


          “FBL Trust”
means the FBL Financial Group Capital Trust II, a statutory business trust
formed under the laws of the State of Delaware, or any other similar trust
created for the purpose of issuing preferred securities in connection with the
issuance of Securities under this Indenture. 


8










          “Authenticating
Agent” means an authenticating agent with respect to all or any of the series
of Securities appointed with respect to all or any series of the Securities by
the Trustee pursuant to Section 2.10. 


          “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state bankruptcy,
insolvency, reorganization or other law for the relief of debtors. “Board of
Directors” means the Board of Directors of the Company or any duly authorized
committee of such Board. 


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


          “Business
Day” means, with respect to any series of Securities, any day other than a day
on which federal or state banking institutions in the Borough of Manhattan, The
City of New York, are authorized or obligated by law, executive order or
regulation to close. 


          “Certificate”
means a certificate signed by the principal executive officer, the principal
financial officer or the principal accounting officer of the Company. The
Certificate need not comply with the provisions of Section 14.06. 


          “Company”
means FBL Financial Group, Inc., a corporation duly organized and existing
under the laws of the State of Iowa, and, subject to the provisions of Article
X, shall also include its successors and assigns. 


          “Commission”
means the Securities and Exchange Commission, from time to time constituted,
created under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time. 


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


          “Common
Securities Guarantee” means any guarantee agreement executed by the Company
with respect to the Common Securities issued by the FBL Trust pursuant to which
the Company agrees to pay the guarantee payments under any such guarantee
agreement to the holders of such Common Securities. 


          “Corporate
Trust Office” means the office of the Trustee at which, at any particular time,
its corporate trust business shall be principally administered, which office at
the date hereof is located at Commerce Bank, N.A., 922 Walnut Street, 10th
Floor, Kansas City, MO 64106, Facsimile 816-234-2562, Attention: Corporate
Trust Department. 


9










          “Custodian”
means any receiver, trustee, assignee, liquidator, sequestrator, custodian or
similar official under any Bankruptcy Law. 


          “Declaration,”
with respect to the FBL Trust, means the Declaration of Trust of such FBL
Trust, as it may be amended or restated. 


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


          “Deferral
Period,” with respect to any series of Securities, means any period during
which the Company elects to extend the interest payment period on such series
of Securities pursuant to Section 4.01(b); provided that a Deferral Period (or
any extension thereof) may not extend beyond the Stated Maturity or the
Redemption Date of any Security of such series and must end on an Interest
Payment Date or, if the Securities are redeemed, on an Interest Payment Date or
the Redemption Date for such Securities. 


          “Depositary”
means, with respect to Securities of any series, for which the Company shall
determine that such Securities will be issued as a Global Security, The
Depository Trust Company, New York, New York, another clearing agency, or any
successor registered as a clearing agency under the Exchange Act, or other
applicable statute or regulation, which, in each case, shall be designated by
the Company pursuant to either Section 2.01 or Section 2.11. 


          “Event of
Default” means, with respect to Securities of a particular series any event
specified in Section 6.01, continued for the period of time, if any, therein
designated. 


          “Global
Security” means, with respect to any series of Securities, a Security executed
by the Company and delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instruction, all in accordance with the Indenture, which shall
be registered in the name of the Depositary or its nominee. 


          “Governmental
Obligations” means securities that are (i) direct obligations of the United
States of America for the payment of which its full faith and credit is pledged
or (ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America, the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America that, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depositary
receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act
of 1933, as amended) as custodian with respect to any such Governmental
Obligation or a specific payment of principal of or interest on any such
Governmental Obligation held by such custodian for the account of the holder of
such depositary receipt; provided, however, that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the Governmental Obligation or the specific payment of
principal of or interest on the Governmental Obligation evidenced by such
depositary receipt. “herein,” “hereof” and “hereunder,” and other words of
similar import, refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision. 


10










          “Indebtedness”
of any person means the principal of and premium, if any, and interest due on
indebtedness of such Person, whether outstanding on the date of this Indenture
or thereafter created, incurred or assumed, which is (a) indebtedness for money
borrowed, and (b) any amendments, renewals, extensions, modifications and
refundings of any such indebtedness. For the purposes of this definition, “indebtedness
for money borrowed” means (i) any obligation of, or any obligation guaranteed
by, such Person for the repayment of borrowed money, whether or not evidenced
by bonds, debentures, notes or other written instruments, (ii) any obligation
of, or any such obligation guaranteed by, such Person evidenced by bonds,
debentures, notes or similar written instruments, including obligations assumed
or incurred in connection with the acquisition of property, assets or
businesses (provided, however, that the deferred purchase price of any other
business or property or assets shall not be considered Indebtedness if the
purchase price thereof is payable in full within 90 days from the date on which
such indebtedness was created), and (iii) any obligations of such Person as
lessee under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles and leases of property or
assets made as part of any sale and lease-back transaction to which such Person
is a party. 


          “Indenture”
means this instrument as originally executed and 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. The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 2.01. 


          “Interest
Payment Date,” when used with respect to any Security, means the Stated
Maturity of an installment of interest on a Security of a particular series. 


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


          “Officers’
Certificate” means a certificate signed by the Chief Financial Officer, and by
a Vice President or the Secretary of the Company that is delivered to the
Trustee in accordance with the terms hereof. Each such certificate shall
include the statements provided for in Section 14.06, if and to the extent
required by the provisions thereof. 


          “Opinion of
Counsel” means an opinion in writing of legal counsel, who may be an employee
of or counsel for the Company that is delivered to the Trustee in accordance
with the terms hereof. Each such opinion shall include the statements provided
for in Section 14.06, if and to the extent required by the provisions thereof. 


          “Original
Issue Discount Security” means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the maturity thereof pursuant to Section 6.01(b). 


11










          “Outstanding,”
when used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of that
series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
Paying Agent, or delivered to the Trustee or any Paying Agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with
any Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07; (d)
Securities as to which Defeasance (as defined in Section 13.02) has been
effected pursuant to Section 13.02; and (e) Securities as to which Covenant
Defeasance (as defined in Section 13.03) has been effected pursuant to Section
13.03, but only with respect to any direction, waiver, consent, declaration or
other act of holders (and the consequences thereof) in connection with Article
X, Section 4.06 and any covenants provided pursuant to Sections 2.01(16),
9.01(4) or 9.01(7) for the benefit of the holders of the Securities, but shall
continue to be deemed “Outstanding” for all other purposes hereunder; provided,
however, that in determining whether the holders of the requisite principal
amount of the Outstanding Securities have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon
acceleration of the maturity thereof to such date pursuant to Section 6.01(b),
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or
determined as contemplated by Section 2.01, (C) the principal amount of a
Security denominated in one or more foreign currencies or currency units which
shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section
2.01, of the principal amount of such Security (or, in the case of a Security
described in Clause (A) or (B) above, of the amount determined as provided in
such Clause), and (D) Securities beneficially owned by the Company or any other
obligor upon the Securities 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, waiver or other
action, only Securities which a Responsible Officer of the Trustee knows to be
so owned shall be so disregarded. Securities 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
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor. 


          “Paying
Agent” means any Person authorized by the Company to pay the principal of or
any premium or interest on any Securities on behalf of the Company. 


12










          “Person”
means any individual, corporation, partnership, joint- venture, joint-stock
company, unincorporated organization or government or any agency or political
subdivision thereof. 


          “Place of
Payment,” when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the
Securities of that series are payable as specified as contemplated by Section
2.01. 


          “Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 2.07 in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the lost, destroyed or
stolen Security. 


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


          “Preferred
Securities Guarantee” means any guarantee agreement executed by the Company
with respect to the Preferred Securities issued by the FBL Trust pursuant to
which the Company agrees to pay the guarantee payments under any such guarantee
agreement to the holders of such Preferred Securities. 


          “Property
Trustee” has the meaning set forth in the Declaration of the FBL Trust. 


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


          “Redemption
Price,” when used with respect to any Security to be redeemed, means the price
at which it is to be redeemed pursuant to this Indenture. 


          “Responsible
Officer,” when used with respect to the Trustee, means the Chairman of the
Board of Directors, the President, any Vice-President, the Secretary, the
Treasurer, any trust officer, any corporate trust officer or any other officer
or assistant officer of the Trustee customarily performing functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject. 


          “Securities”
has the meaning stated in the preamble of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture. 


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


13










          “Securityholder,”
“holder of Securities,” “registered holder,” or other similar term, means the
Person or Persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture. 


          “Senior
Indebtedness” means with respect to the Company, all amounts due on obligations
in connection with any of the following, whether Outstanding at the date of
execution of this Indenture, or thereafter incurred or created, (i) the
principal of or any premium and interest in respect of (A) indebtedness of the
Company for money borrowed and (B) indebtedness evidenced by securities,
debentures, bonds or other similar instruments issued by the Company (other
than the Securities); (ii) all capital lease obligations of the Company; (iii)
all obligations of the Company issued or assumed as the deferred purchase price
of property, all conditional sale obligations of the Company and all
obligations of the Company under any title retention agreement (but excluding
trade accounts payable arising in the ordinary course of business); (iv) all
obligations of the Company for the reimbursement on any letter of credit,
banker’s acceptance, security purchase facility or similar credit transaction;
(v) all obligations of the Company in respect of interest rate swap, cap or
other agreements, interest rate future or options contracts, currency swap
arrangements, currency future or option contracts and other similar agreements;
(vi) all obligations of the types referred to in clauses (i) through (v) above
of other persons for the payment of which the Company is responsible or liable
as obligor, guarantor or otherwise; and (vii) all obligations of the types
referred to in clauses (i) through (vi) above of other persons secured by any
lien on any property or asset of the Company (whether or not such obligation is
assumed by the Company); provided, that, “Senior Indebtedness” shall not
include: (1) indebtedness or monetary obligations to trade creditors created or
assumed by the Company or any of its Subsidiaries in the ordinary course of
business in connection with the obtaining of materials or services; (2)
indebtedness that is by its terms subordinated to or ranks equal with the
Securities; or (3) any indebtedness of the Company to its affiliates (including
all debt securities and guarantees in respect of those debt securities, issued
to (a) the FBL Trust or (b) any other trust, partnership or other entity
affiliated with the Company that is a financing vehicle of the Company (a
“financing entity”) in connection with the issuance by such financing entity of
preferred securities or other securities guaranteed by the Company) unless
otherwise expressly provided in the terms of any such indebtedness. 


          “Stated
Maturity,” when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable. 


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


          “Trustee”
means Commerce Bank, N.A. and, subject to the provisions of Article VII, shall
also include its successors and assigns and, if at any time there is more than
one Person 


14










acting in such capacity hereunder, “Trustee” shall mean each such
Person. The term “Trustee” as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series.


“Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended, subject to the provisions of Sections 9.01, 9.02, and 10.01, as in
effect at the date of execution of this instrument. 


          “Trust
Securities” means, collectively, Common Securities and Preferred Securities of
the FBL Trust. 


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


          “Yield to
Maturity” means the yield to maturity on a series of securities calculated at
the time of issuance of such series or, if applicable, of the most recent
redetermination of interest on such series, and calculated in accordance with
accepted financial practice. 


ARTICLE II

DESCRIPTION, TERMS, EXECUTION, REGISTRATION

AND EXCHANGE OF SECURITIES


2.01   Designation and Terms of Securities. 


          The
aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in
one or more series up to the aggregate principal amount of Securities of that
series from time to time authorized by or pursuant to a Board Resolution of the
Company or pursuant to one or more indentures supplemental hereto. Prior to the
initial issuance of Securities of any series, there shall be established in or
pursuant to a Board Resolution of the Company, and set forth in an Officers’
Certificate of the Company, or established in one or more indentures
supplemental hereto: 


	
 

	
 


	
 

	
(1)     the title of the Security of the
 series (which shall distinguish the Securities of the series from all other
 Securities); 


	
 

	
 


	
 

	
(2)     any limit upon the aggregate
 principal amount of the Securities of that series that may be authenticated
 and delivered under this Indenture (except for Securities authenticated and
 delivered upon registration of transfer of, or in exchange for, or in lieu
 of, other Securities of that series); 


	
 

	
 


	
 

	
(3)     the price or prices at which the
 Company will sell the Securities; 


	
 

	
 


	
 

	
(4)     the Stated Maturity of the
 Securities; 





15










	
 

	
 


	
 

	
(5)     the rate or rates at which the
 Securities of the series shall bear interest or the manner of calculation of
 such rate or rates, if any;


	
 

	
 


	
 

	
(6)     the date or dates from which such
 interest shall accrue, the Interest Payment Dates on which such interest will
 be payable or the manner of determination of such Interest Payment Dates and
 the record date for the determination of holders to whom interest is payable
 on any such Interest Payment Dates;


	
 

	
 


	
 

	
(7)     the right, if any, to extend the
 interest payment periods and the duration of any such Deferral Period,
 including the maximum consecutive period during which interest payment
 periods may be extended; 


	
 

	
 


	
 

	
(8)     if the amount of principal of or any
 premium or interest on any Securities of the series may be determined with
 reference to any index, formula, or other method, such as one or more
 currencies, commodities, equity indices or other indices, and the manner in
 which such amounts shall be determined; 


	
 

	
 


	
 

	
(9)     the place or places where the
 principal of and any premium and interest on any Securities of the series
 shall be payable; 


	
 

	
 


	
 

	
(10)     the period or periods within which,
 the price or prices at which and the terms and conditions upon which,
 Securities of the series may be redeemed, in whole or in part, at the option
 of the Company; 


	
 

	
 


	
 

	
(11)     the obligation, if any, of the
 Company to redeem, repay or purchase Securities of the series pursuant to any
 sinking fund or analogous provisions (including payments made in cash in
 participation of future sinking fund obligations) or at the option of a
 holder thereof and the period or periods within which, the price or prices at
 which, and the terms and conditions upon which, Securities of the series
 shall be redeemed, repaid or purchased, in whole or in part, pursuant to such
 obligation; 


	
 

	
 


	
 

	
(12)     if other than denominations of one
 thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations
 in which the Securities of the series shall be issuable; 


	
 

	
 


	
 

	
(13)     if other than the full principal
 amount thereof, the portion or, methods of determining the portion, of the
 principal amount of Securities of the series which shall be payable upon
 declaration of acceleration of the maturity thereof pursuant to Section 6.01;
 


	
 

	
 


	
 

	
(14)     if other than the currency of the
 United States of America, the currency, currencies or currency units in which
 the principal of or any premium or interest on any Securities of the series
 shall be payable and the manner of determining the equivalent thereof in the
 currency of the United States of America for any purpose, including for
 purposes of the definition of “Outstanding” in Section 1.01; 


	
 

	
 


	
 

	
(15)     provisions, if any, granting
 special rights to holders of the Securities upon the 





16










	
 

	
 


	
 

	
occurrence of specific events; 


	
 

	
 


	
 

	
(16)     any deletions from, modifications
 of or additions to the Events of Default or the Company’s covenants provided
 for with respect to the Securities of the series; 


	
 

	
 


	
 

	
(17)     if applicable, that the Securities
 of the series, in whole or any specified part, shall be defeasible pursuant
 to Section 13.02 or Section 13.03 or both such Sections and, if other than by
 a Board Resolution, the manner in which any election by the Company to
 defease such Securities shall be evidenced; 


	
 

	
 


	
 

	
(18)     whether the subordination
 provisions contained in Article XV or different subordination provisions will
 apply to the Securities. 


	
 

	
 


	
 

	
(19)     whether the Securities will be
 convertible into other securities or property of the Company and, if so, the
 terms and conditions upon which such Securities will be so convertible,
 including the conversion price and the conversion period; 


	
 

	
 


	
 

	
(20)     whether the Securities are issuable
 as a Global Security and, in such case, the identity for the Depositary for
 such series and the terms and conditions upon which Global Securities may be
 exchanged for certificated debt securities; 


	
 

	
 


	
 

	
(21)     any special tax implications of the
 Securities of the series, including any provisions for Original Issue
 Discount Securities, if offered; 


	
 

	
 


	
 

	
(22)     any change in the right of the
 Trustee or the requisite holders of such Securities to declare the principal
 amount thereof due and payable pursuant to Section 6.01; 


	
 

	
 


	
 

	
(23)     any trustees, authenticating or
 Paying Agents, transfer agents or registrars or other agents with respect to
 the Securities; 


	
 

	
 


	
 

	
(24)     any other terms of the series
 (which terms shall not be inconsistent with the provisions of this Indenture,
 except as permitted by Section 9.01(11)), but which may modify or delete any
 provision of this Indenture with respect to such series, provided that no
 such term may modify or delete any provision hereof if imposed by the Trust
 Indenture Act, and provided, further that any modification or deletion of the
 rights, duties or immunities of the Trustee hereunder shall have been
 consented to in writing by the Trustee); and 


	
 

	
 


	
 

	
(25)     any other terms of the series which
 may be required by or advisable under applicable laws or regulations. All
 Securities of any one series shall be substantially identical except as to
 denomination and except as may otherwise be provided in or pursuant to any such
 Board Resolution or in any indentures supplemental hereto. If any of the
 terms of the series are established by action taken pursuant to a Board
 Resolution of the Company, a copy of an appropriate record of such action
 shall be certified by the Secretary of the Company and delivered to the
 Trustee at or prior to the delivery of the Officers’ Certificate of the
 Company setting forth the terms of the series. Securities of any 





17










	
 

	
 


	
 

	
particular series may be issued at various times, with different
 dates on which the principal or any installment of principal is payable, with
 different rates of interest, if any, or different methods by which rates of
 interest may be determined, with different dates on which such interest may
 be payable and with different redemption dates.





2.02   Form of Securities and
Trustee’s Certificate. 


          The
Securities of any series and the Trustee’s certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in a Board
Resolution of the Company and as set forth in an Officers’ Certificate of the
Company and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, or as may be required to comply with any law
or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which Securities of that series may be
listed, or to conform to usage. 


2.03   Denominations; Provisions for
Payment. 


          The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(12). The Securities of a particular series shall bear interest
payable on the dates and at the rate specified with respect to that series. Unless
otherwise provided pursuant to Section 2.01, the principal of and the interest
on the Securities of any series, as well as any premium thereon in case of
redemption thereof prior to maturity, shall be payable in the coin or currency
of the United States of America that at the time is legal tender for public and
private debt, at the office or agency of the Company maintained for that
purpose in the Place of Payment. Each Security shall be dated the date of its
authentication. Interest on the Securities shall be computed on the basis of a
360-day year composed of twelve 30-day months. The interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such
interest installment. In the event that any Security of a particular series or
portion thereof is called for redemption and the redemption date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to
such Interest Payment Date, interest on such Security will be paid upon
presentation and surrender of such Security as provided in Section 3.03. Except
as otherwise specified with respect to a series of Securities in accordance
with the provisions of Section 2.01, any interest on any Security that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date for Securities of the same series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered holder on the
relevant regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as provided
in clause (1) or clause (2) below: 


	
 

	
 


	
 

	
(1)     The Company may make payment of any
 Defaulted Interest on Securities to the Persons in whose names such
 Securities (or their respective Predecessor Securities) are registered at the
 close of business on a special record date for the payment of such 





18










	
 

	
 


	
 

	
Defaulted Interest, which shall be fixed in the following manner: the
 Company shall notify the Trustee in writing of the amount of Defaulted
 Interest proposed to be paid on each such Security and the date of the
 proposed payment, and at the same time the Company shall deposit with the
 Trustee an amount of money equal to the aggregate amount proposed to be paid
 in respect of such Defaulted Interest or shall make arrangements satisfactory
 to the Trustee for such deposit prior to the date of the proposed payment,
 such money when deposited to be held in trust for the benefit of the Persons
 entitled to such Defaulted Interest as in this clause provided. Thereupon the
 Trustee shall fix a special record date for the payment of such Defaulted
 Interest which shall not be more than 15 nor less than 10 days prior to the
 date of the proposed payment and not less 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 therefore to be mailed, first
 class postage prepaid, to each Securityholder at his or her address as it
 appears in the Security Register (as hereinafter defined), 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 therefore having been mailed
 as aforesaid, such Defaulted Interest shall be paid to the Persons in whose
 names such Securities (or their respective Predecessor Securities) are
 registered on such special record date and shall be no longer payable
 pursuant to the following clause (2). 


	
 

	
 


	
 

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





          Unless
otherwise set forth in a Board Resolution of the Company or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term “regular record date” as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of
the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the first day of a month, or the last day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day. Subject to the foregoing provisions of this Section,
each Security of a series delivered under this Indenture upon transfer of or in
exchange for or in lieu of any other Security of such series shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by such
other Security. 


19










2.04   Execution and Authentications. 


          The
Securities shall be signed on behalf of the Company by its Chief Financial
Officer, or a Vice President, or its Secretary, under its corporate seal
attested by its Secretary. Signatures may be in the form of a manual or
facsimile signature. The Company may use the facsimile signature of any Person
who shall have been a Chief Financial Officer thereof, or of any Person who
shall have been a Vice President thereof, or Secretary thereof, notwithstanding
the fact that at the time the Securities shall be authenticated and delivered
or disposed of such Person shall have ceased to be the Chief Financial Officer,
or a Vice President, or the Secretary, of the Company. The seal of the Company
may be in the form of a facsimile of such seal and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities. The Securities may contain
such notations, legends or endorsements required by law, stock exchange rule or
usage. Each Security shall be dated the date of its authentication by the Trustee.



          A
Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall
be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture. 


          At
any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a written order of the
Company for the authentication and delivery of such Securities, signed by its
Chief Financial Officer and its Secretary, and the Trustee in accordance with
such written order shall authenticate and deliver such Securities. 


          In
authenticating such Securities and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the form and terms of the
Securities have been established in conformity with the provisions of this
Indenture. 


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


2.05   Registration
of Transfer and Exchange. 


	
 

	
 


	
 

	
(a)          Securities
 of any series may be exchanged upon presentation thereof at the office or
 agency of the Company designated for such purpose, for other Securities of
 such series of authorized denominations, and for a like aggregate principal
 amount, upon payment of a sum sufficient to cover any tax or other
 governmental charge in relation thereto, all as provided in this Section. In
 respect of any Securities so surrendered for exchange, the Company shall execute,
 the Trustee shall authenticate and such office or agency shall deliver in
 exchange therefore the Security or Securities of the same series that the
 Securityholder making the exchange shall be entitled to receive, bearing
 numbers not contemporaneously outstanding. 





20










	
 

	
 


	
 

	
(b)          The
 Company shall keep, or cause to be kept, at its office or agency designated
 for such purpose, or such other location designated by the Company a register
 or registers (herein referred to as the “Security Register”) in which,
 subject to such reasonable regulations as it may prescribe, the Company shall
 register the Securities and the transfers of Securities as in this Article
 provided and which at all reasonable times shall be open for inspection by
 the Trustee. The registrar for the purpose of registering Securities and
 transfer of Securities as herein provided shall be appointed as authorized by
 Board Resolution (the “Security Registrar”). 


	
 

	
 


	
 

	
Upon
 surrender for transfer of any Security at the office or agency of the Company
 designated for such purpose, the Company shall execute, the Trustee shall
 authenticate and such office or agency shall deliver in the name of the
 transferee or transferees a new Security or Securities of the same series as
 the Security presented for a like aggregate principal amount.


	
 

	
 


	
 

	
All
 Securities presented or surrendered for exchange or registration of transfer,
 as provided in this Section, shall be accompanied (if so required by the
 Company or the Security Registrar) by a written instrument or instruments of
 transfer, in form satisfactory to the Company or the Security Registrar, duly
 executed by the registered holder or by such holder’s duly authorized
 attorney in writing.


	
 

	
 


	
 

	
(c)          No
 service charge shall be made for any exchange or registration of transfer of
 Securities, or issue of new Securities in case of partial redemption of any
 series, but the Company may require payment of a sum sufficient to cover any
 tax or other governmental charge in relation thereto, other than exchanges
 pursuant to Section 2.06, the second paragraph of Section 3.03 and Section
 9.04 not involving any transfer. 


	
 

	
 


	
 

	
(d)          The
 Company shall not be required (i) to issue, exchange or register the transfer
 of any Securities during a period beginning at the opening of business 15
 days before the day of the mailing of a notice of redemption of less than all
 the Outstanding Securities of the same series and ending at the close of
 business on the day of such mailing, nor (ii) to register the transfer of or
 exchange any Securities of any series or portions thereof called for
 redemption. The provisions of this Section 2.05 are, with respect to any
 Global Security, subject to Section 2.11 hereof. 





2.06   Temporary
Securities. 


          Pending
the preparation of definitive Securities of any series, the Company may
execute, and the Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized denomination. Such
temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Company. Every temporary Security of any series shall
be executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities of such series. Without unnecessary delay the Company
will execute and will furnish definitive Securities of such series 


21










and thereupon
any or all temporary Securities of such series may be surrendered in exchange
therefore (without charge to the holders), at the office or agency of the
Company designated for such purpose, and the Trustee shall authenticate and
such office or agency shall deliver in exchange for such temporary Securities
an equal aggregate principal amount of definitive Securities of such series,
unless the Company advises the Trustee to the effect that definitive Securities
need not be executed and furnished until further notice from the Company. Until
so exchanged, the temporary Securities of such series shall be entitled to the
same benefits under this Indenture as definitive Securities of such series authenticated
and delivered hereunder. 


2.07   Mutilated,
Destroyed, Lost or Stolen Securities. 


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


          Every
replacement Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company whether or not
the mutilated, destroyed, lost or stolen Security shall be found at any time,
or be enforceable by anyone, and shall be entitled to all the benefits of (but
shall be subject to all of the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder. All Securities shall be held and owned upon
the express condition that the foregoing provisions are exclusive with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted
to 


22










the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender. 


2.08   Cancellation.



          All
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer, or for credit against payment in respect of a sinking
or analogous fund, shall, if surrendered to the Company or any Paying Agent, be
delivered to the Trustee for cancellation, or, if surrendered to the Trustee,
shall be canceled by it, and no Securities shall be issued in lieu thereof
except as expressly required or permitted by any of the provisions of this
Indenture. On request of the Company at the time of such surrender, the Trustee
shall deliver to the Company canceled Securities held by the Trustee. In the
absence of such request the Trustee may dispose of canceled Securities in
accordance with its standard procedures and deliver a certificate of
disposition to the Company. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation. 


2.09   Benefits
of Indenture. 


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


2.10   Authenticating
Agent. 


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


23










          Any
corporation into which any Authenticating Agent may be merged or converted, or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be
a party, or any corporation succeeding to all or substantially all of the
corporate agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent with respect to all series of Securities for which it
served as Authenticating Agent without the execution or filing of any paper or
any further act on the part of the Trustee or such Authenticating Agent. 


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


2.11   Global
Securities. 


	
 

	
 


	
 

	
(a)          If
 the Company shall establish pursuant to Section 2.01 that the Securities of a
 particular series are to be issued as a Global Security, then the Company
 shall execute and the Trustee shall, in accordance with Section 2.04,
 authenticate and deliver, a Global Security that (i) shall represent, and
 shall be denominated in an amount equal to the aggregate principal amount of
 all of the Outstanding Securities of such series issued and not yet
 cancelled, (ii) shall be registered in the name of the Depositary or its
 nominee, (iii) shall be delivered by the Trustee to the Depositary or
 pursuant to the Depositary’s instruction and (iv) shall bear a legend
 substantially to the following effect: “Except as otherwise provided in
 Section 2.11 of the Indenture, this Security may be transferred, in whole but
 not in part, only to another nominee of the Depositary or to a successor
 Depositary or to a nominee of such successor Depositary.” 


	
 

	
 


	
 

	
(b)          Notwithstanding
 the provisions of Section 2.05, the Global Security of a series may be
 transferred, in whole but not in part and in the manner provided in Section
 2.05, only to another nominee of the Depositary for such series, or to a
 successor Depositary for such series selected or approved by the Company or
 to a nominee of such successor Depositary. 


	
 

	
 


	
 

	
(c)          If
 at any time the Depositary for a series of the Securities notifies the
 Company that it is unwilling or unable to continue as Depositary for such series
 or if at any time the Depositary for such series shall no longer be
 registered as a clearing agency under the Exchange Act 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, this Section 2.11 shall no longer be
 applicable to the Securities of such series and the Company will execute, and
 subject to Section 2.05, the 





24










	
 

	
 


	
 

	
Trustee will
 authenticate and deliver the Securities of such series in definitive
 registered form without coupons, in authorized denominations, and in an
 aggregate principal amount equal to the principal amount of the Global
 Security of such series in exchange for such Global Security. In addition,
 the Company may at any time determine that the Securities of any series shall
 no longer be represented by a Global Security and that the provisions of this
 Section 2.11 shall no longer apply to the Securities of such series. In such
 event the Company will execute and subject to Section 2.05, the Trustee, upon
 receipt of an Officers’ Certificate evidencing such determination by the
 Company, will authenticate and deliver the Securities of such series in
 definitive registered form without coupons, in authorized denominations, and
 in an aggregate principal amount equal to the principal amount of the Global
 Security of such series in exchange for such Global Security. Upon the exchange
 of the Global Security for such Securities in definitive registered form
 without coupons, in authorized denominations, the Global Security shall be
 canceled by the Trustee. Such Securities in definitive registered form issued
 in exchange for the Global Security pursuant to this Section 2.11(c) 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
 Securities to the Depositary for delivery to the Persons in whose names such
 Securities are so registered.





2.12   CUSIP
Numbers. 


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


ARTICLE III

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


3.01   Redemption.



          The
Company may redeem the Securities of any series issued hereunder on and after
the dates and in accordance with the terms established for such series pursuant
to Section 2.01 hereof. 


3.02   Notice
of Redemption. 


	
 

	
 


	
 

	
(a)          In
 case the Company shall desire to exercise such right to redeem all or, as the
 case may be, a portion of the Securities of any series in accordance with the
 right reserved so to do, the Company shall, or shall cause the Trustee to,
 give notice of such redemption to holders of the Securities of such series to
 be redeemed by mailing, first 





25










	
 

	
 


	
 

	
class
 postage prepaid, a notice of such redemption not less than 30 days and not
 more than 90 days before the date fixed for redemption of that series to such
 holders at their last addresses as they shall appear upon the Security
 Register unless a shorter period is specified in the Securities to be
 redeemed. Any notice that is mailed in the manner herein provided shall be
 conclusively presumed to have been duly given, whether or not the registered
 holder receives the notice. In any case, failure duly to give such notice to
 the holder of any Security of any series designated for redemption in whole
 or in part, or any defect in the notice, shall not affect the validity of the
 proceedings for the redemption of any other Securities of such series or any
 other series. In the case of any redemption of Securities prior to the
 expiration of any restriction on such redemption provided in the terms of
 such Securities or elsewhere in this Indenture, the Company shall furnish the
 Trustee with an Officers’ Certificate evidencing compliance with any such
 restriction.


	
 

	
 


	
 

	
Each such
 notice of redemption shall specify the date fixed for redemption and the
 redemption price at which Securities of that series are to be redeemed, and
 shall state that payment of the redemption price of such Securities to be
 redeemed will be made at the office or agency of the Company specified
 therein upon presentation and surrender of such Securities, that interest
 accrued to the date fixed for redemption will be paid as specified in said
 notice, that from and after said date interest will cease to accrue and that
 the redemption is for a sinking fund, if such is the case. If less than all
 the Securities of a series are to be redeemed, the notice to the holders of
 Securities of that series to be redeemed in whole or in part shall specify
 the particular Securities to be so redeemed. In case any Security is to be
 redeemed in part only, the notice that relates to such Security shall state
 the portion of the principal amount thereof to be redeemed, and shall state
 that on and after the redemption date, upon surrender of such Security, a new
 Security or Securities of such series in principal amount equal to the
 unredeemed portion thereof will be issued. 


	
 

	
 


	
 

	
(b)          If
 less than all the Securities of a series are to be redeemed, the Company
 shall give the Trustee at least 45 days’ notice in advance of the date fixed
 for redemption as to the aggregate principal amount of Securities of the
 series to be redeemed, and thereupon the Trustee shall select, by lot or in
 such other manner as it shall deem appropriate and fair in its discretion and
 that may provide for the selection of a portion or portions (equal to the
 minimum authorized denomination for Securities of such series or any integral
 multiple thereof) of the principal amount of such Securities of a
 denomination larger than the minimum authorized denomination for Securities
 of such series, the Securities to be redeemed and shall thereafter promptly
 notify the Company in writing of the numbers of the Securities to be
 redeemed, in whole or in part. 


	
 

	
 


	
 

	
The Company
 may, if and whenever it shall so elect, by delivery of instructions signed on
 its behalf by its Chief Financial Officer, instruct the Trustee or any Paying
 Agent to call all or any part of the Securities of a particular series for
 redemption and to give notice of redemption in the manner set forth in this
 Section, such notice to be in the name of the Company or its own name as the
 Trustee or such Paying Agent may deem advisable. In any case in which notice
 of redemption is to be given by the Trustee or any such Paying Agent, the
 Company shall deliver or cause to be delivered to, or permit to remain with, 





26










	
 

	
 


	
 

	
the Trustee
 or such Paying Agent, as the case may be, such Security Register, transfer
 books or other records, or suitable copies or extracts therefrom, sufficient
 to enable the Trustee or such Paying Agent to give any notice by mail that
 may be required under the provisions of this Section.





3.03   Payment
Upon Redemption. 


	
 

	
 


	
 

	
(a)          If
 the giving of notice of redemption shall have been completed as above
 provided, the Securities or portions of Securities of the series to be
 redeemed specified in such notice shall become due and payable on the date
 and at the place stated in such notice at the applicable redemption price,
 together with interest accrued to the date fixed for redemption and interest
 on such Securities or portions of Securities shall cease to accrue on and
 after the date fixed for redemption, unless the Company shall default in the
 payment of such redemption price and accrued interest with respect to any
 such Security or portion thereof and except as provided in Sections 4.03 and
 7.05, such Securities shall cease from and after the date fixed for
 redemption to be entitled to any benefit or security under this Indenture,
 and the holders thereof shall have no right in respect of such Securities
 except the right to receive the redemption price thereof and unpaid interest
 to the date fixed for redemption. On presentation and surrender of such
 Securities on or after the date fixed for redemption at the place of payment
 specified in the notice, said Securities shall be paid and redeemed at the
 applicable redemption price for such series, together with interest accrued
 thereon to the date fixed for redemption (but if the date fixed for
 redemption is an interest payment date, the interest installment payable on
 such date shall be payable to the registered holder at the close of business
 on the applicable record date pursuant to Section 2.03). 


	
 

	
 


	
 

	
(b)          Upon
 presentation of any Security of such series that is to be redeemed in part
 only, the Company shall execute and the Trustee shall authenticate and the
 office or agency where the Security is presented shall deliver to the holder
 thereof, at the expense of the Company, a new Security of the same series of
 authorized denominations in principal amount equal to the unredeemed portion
 of the Security so presented.





3.04   Sinking
Fund. 


          The
provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking
fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series. 


          The
minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund
payment,” and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. The date on which a sinking fund payment is to be made is herein
referred to as the “sinking fund payment date.” If provided for by the terms of
Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.05. Each sinking fund payment
shall be applied to 


27










the redemption
of Securities of any series as provided for by the terms of Securities of such
series. 


3.05   Satisfaction
of Sinking Fund Payments with Securities. 


          The
Company (i) may deliver Outstanding Securities of a series (other than any
Securities previously called for redemption) and (ii) may apply as a credit
Securities of a series that have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series, provided that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the redemption price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly. 


3.06   Redemption
of Securities for Sinking Fund. 


          Not
less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of the series, the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.05 and the basis for such credit and will, together with such
Officers’ Certificate, deliver to the Trustee any Securities to be so
delivered. Failure of the Company, on or before any such 60th day, to deliver
such Officers’ Certificate and Securities specified in this paragraph, if any,
shall not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Company (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of
such series in respect thereof and (ii) that the Company will make no optional
sinking fund payment with respect to such series as provided in this Section.
Not less than 30 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 3.02 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 3.02. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Section 3.03. 


          The
Trustee shall not redeem or cause to be redeemed any Securities of a series
with sinking fund moneys or give any notice of redemption of Securities for
such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default
shall occur, and any moneys thereafter paid into the sinking fund, shall,
during the continuance of such default or Event of Default, be deemed to have
been 


28










collected
under Article VI hereof and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 6.08
or the default cured on or before the 60th day preceding the sinking fund
payment date in any year, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities. 


ARTICLE IV

CERTAIN COVENANTS


4.01   Payment
of Principal, Premium and Interest. 


	
 

	
 


	
 

	
(a)          The
 Company shall pay or cause to be paid the principal of and premium, if any,
 and interest (including interest accruing during any Deferral Period) on the
 Securities on or prior to the dates and in the manner provided in such
 Securities or pursuant to this Indenture. An installment of principal,
 premium, if any, or interest shall be considered paid on the applicable due
 date if on such date the Trustee or the Paying Agent holds, in accordance
 with this Indenture, money sufficient to pay all of such installment then
 due. The interest on the Securities shall be payable only to or upon the
 written order of the holders thereof and, at the option of the Company, may
 be paid by wire transfer or by mailing checks for such interest payable to or
 upon the written order of such holders at their last address as they shall
 appear upon the Security Register. 


	
 

	
 


	
 

	
(b)          Notwithstanding
 the provisions of Section 4.01(a) or any other provision herein to the
 contrary, the Company shall have the right, as provided in an Officer’s
 Certificate or Supplemental Indenture issued pursuant to Section 2.01, in its
 sole and absolute discretion at any time and from time to time while the
 Securities of any series are outstanding, so long as no Event of Default with
 respect to such series of Securities has occurred and is continuing, to defer
 payments of interest by extending the interest payment period for such series
 of Securities for the maximum consecutive period, if any, specified for such
 series of Securities, provided that such Deferral Period (or any extension thereof)
 may not extend beyond the Stated Maturity date or Redemption Date of any
 Security of such series, and must end on an Interest Payment Date or, if the
 Securities are redeemed, on an Interest Payment Date or the Redemption Date
 for such Securities, and provided further that at the end of each Deferral
 Period the Company shall pay all interest then accrued and unpaid (together
 with interest thereon to the extent permitted by applicable law at the rate
 accruing on such Securities). Prior to the termination of a Deferral Period,
 the Company may shorten or may further extend the interest payment period for
 such series of Securities, provided that such Deferral Period together with
 all such previous and further extensions may not exceed the maximum consecutive
 period specified for such series of Securities, end on a date other than an
 Interest Payment Date or extend beyond the Stated Maturity date or Redemption
 Date of any Security of such series. The Company shall give the Trustee
 written notice of the Company’s election to begin a Deferral Period for any
 series of Securities and any shortening or extension thereof at least five
 Business Days prior to the earlier of (i) the date the interest on such
 Securities or distributions on the related Preferred Securities are payable
 or (ii) the date the trustee of the FBL Trust is required to give notice to
 holders of 





29










	
 

	
 


	
 

	
Preferred
 Securities of such FBL Trust of the record date or the date such
 distributions are payable, but in any event not less than five Business Days
 prior to such record date. The Company shall give or cause the Trustee to
 give notice (a form of which shall be provided by the Company to the Trustee)
 of the Company’s election to begin a Deferral Period to the Holders by first
 class mail, postage prepaid.





4.02   Maintenance
of Office or Agency. 


          So
long as any series of the Securities remain Outstanding, the Company agrees to
maintain an office or agency in each Place of Payment, with respect to each
such series and at such other location or locations as may be designated as
provided in this Section 4.02, where (i) Securities of that series may be
presented for payment, (ii) Securities of that series may be presented as
hereinabove authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Securities of that
series and this Indenture may be given or served, such designation to continue
with respect to such office or agency until the Company shall, by written
notice signed by its Chief Financial Officer and delivered to the Trustee,
designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and the Company hereby appoints the Trustee as its agent
to receive all such presentations, notices and demands. 


          The
Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations, as the Company may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in each Place of
Payment for Securities of any series 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. 


4.03   Paying
Agents. 


	
 

	
 

	
 


	
          (a)       If
 the Company shall appoint one or more Paying Agents for all or any series of
 the Securities, other than the Trustee, the Company will cause each such
 Paying Agent to execute and deliver to the Trustee an instrument in which
 such agent shall agree with the Trustee, subject to the provisions of this
 Section: 


	
 

	
 

	
 


	
 

	
 

	
(1)          that
 it will hold all sums held by it as such agent for the payment of the
 principal of and premium, if any, or interest on the Securities of that
 series (whether such sums have been paid to it by the Company or by any other
 obligor of such Securities) in trust for the benefit of the Persons entitled
 thereto until such sums shall be paid to such Persons or otherwise disposed
 of as herein provided; 


	
 

	
 

	
 


	
 

	
 

	
(2)          that
 it will give the Trustee notice of any failure by the Company (or by any
 other obligor of such Securities) to make any payment of the 20 principal of 





30










	
 

	
 

	
 


	
 

	
 

	
and premium,
 if any, or interest on the Securities of that series when the same shall be
 due and payable;


	
 

	
 

	
 


	
 

	
 

	
(3)          that
 it will, at any time during the continuance of any failure referred to in the
 preceding paragraph (a)(2) above, upon the written request of the Trustee,
 forthwith pay to the Trustee all sums so held in trust by such Paying Agent;
 and 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
(b)

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


	
 

	
 

	
 


	
 

	
(c)

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


	
 

	
 

	
 


	
 

	
(d)

	
Except
 as otherwise specified with respect to a series of Securities in accordance
 with the provisions of Section 2.01, any money or Government Obligations
 deposited with the Trustee or any Paying Agent, or then held by the Company,
 in trust for the payment of the principal of or any premium or interest on
 any Security of any series and remaining unclaimed for two years after such
 principal, premium, if any, or interest has become due and payable shall be
 paid to the Company at its option at the request of the Company, or (if then
 held by the Company) shall be discharged from such trust; and the holder of
 such Security shall thereafter, as an unsecured general creditor, look only
 to the Company for





31










	
 

	
 

	
 


	
 

	
 

	
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; provided, however, that the Trustee or such Paying
 Agent, before being required to make any such repayment, may at the expense
 of the Company cause to be published once, in a newspaper published in the
 English language, customarily published on each Business Day and of general
 circulation in the Borough of Manhattan, The City of New York, notice that
 such money remains unclaimed and that, after a date specified therein, which
 shall not be less than 30 days from the date of such publication, any
 unclaimed balance of such money then remaining will be repaid to the Company.
 





4.04   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 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. 


4.05   Existence.



          Subject
to Article X, the Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its existence, rights (charter and
statutory) and franchises; provided, however, that the Company shall not be
required to preserve any such right or franchise if the Board of Directors
shall determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the holders. 


4.06   Payment
of Taxes. 


          The
Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, all taxes, assessments and governmental charges
levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary, which, if unpaid, might
by law become a lien upon the property of the Company or any Subsidiary;
provided, however, that the Company shall not be required to pay or discharge
or cause to be paid or discharged any such tax, assessment or governmental
charge whose amount, applicability or validity is being contested in good faith
by appropriate proceedings. 


4.07   Waiver
of Certain Covenants. 


          Except
as otherwise specified as contemplated by Section 2.01 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided 


32










pursuant to
Sections 2.01(16), 9.01(4) or 9.01(7) for the benefit of the holders of such
series or in Section 4.06, if before the time for such compliance the holders
of at least a majority in aggregate principal amount of the Outstanding
Securities of such series shall, by act of such holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect. 


4.08   Appointment
to Fill Vacancy in Office of Trustee. 


          The
Company, whenever necessary to avoid or fill a vacancy in the office of
Trustee, will appoint, in the manner provided in Section 7.10, a Trustee, so
that there shall at all times be a Trustee hereunder. 


4.09   Compliance
with Consolidation Provisions. 


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


ARTICLE V

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTE


5.01   Company
to Furnish Trustee Names and Addresses of Securityholders. 


          The
Company will furnish or cause to be furnished to the Trustee (a) on a monthly
basis not more than 5 days after each regular record date a list, in such form
as the Trustee may reasonably require, of the names and addresses of the
holders of each series of Securities as of such regular record date, provided
that the Company shall not be obligated to furnish or cause to furnish such
list at any time that the list shall not differ in any respect from the most
recent list furnished to the Trustee by the Company and (b) at such other times
as the Trustee may request in writing within 30 days after the receipt by the
Company of any such request, a list of similar form and content as of a date
not more than 15 days prior to the time such list is furnished; provided,
however, that, in either case, no such list need be furnished for any series
for which the Trustee shall be the Security Registrar. 


5.02   Preservation
Of Information; Communications With Securityholders. 


	
 

	
 


	
 

	
(a)
        The Trustee shall preserve, in as
 current a form as is reasonably practicable, all information as to the names
 and addresses of the holders of Securities contained in the most recent list
 furnished to it as provided in Section 5.01 and as to the names and addresses
 of holders of Securities received by the Trustee in its capacity as Security
 Registrar (if acting in such capacity). 





33










	
 

	
 


	
 

	
(b)
        The Trustee may destroy any list
 furnished to it as provided in Section 5.01 upon receipt of a new list so
 furnished. 


	
 

	
 


	
 

	
(c)       
 Securityholders may communicate as provided in Section 312(b) of the Trust
 Indenture Act with other Securityholders with respect to their rights under
 this Indenture or under the Securities. 


	
 

	
 


	
 

	
(d)        Every
 holder of Securities, by receiving and holding the same, agrees with the
 Company and the Trustee that neither the Company nor the Trustee nor any
 agent of any of them shall be held accountable by reason of the disclosure of
 any such information as to the names and addresses of the holders in
 accordance with Sections 5.01 and 5.02(c), regardless of the source from
 which such information was derived, and that the Trustee shall not be held
 accountable by reason of mailing any material pursuant to a request made
 under Section 5.02(c). 





5.03   Reports
by the Company. 


	
 

	
 


	
 

	
(a)
        The Company covenants and agrees to
 file with the Trustee, within 15 days after the Company is required to file
 the same with the Commission, copies of the annual reports and of the
 information, documents and other reports (or copies of such portions of any
 of the foregoing as the Commission may from time to time by rules and
 regulations prescribe) that the Company may be required to file with the
 Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or,
 if the Company is not required to file information, documents or reports
 pursuant to either of such sections, then to file with the Trustee and the
 Commission, in accordance with the rules and regulations prescribed from time
 to time by the Commission, such of the supplementary and periodic
 information, documents and reports that may be required pursuant to Section
 13 of the Exchange Act, in respect of a security listed and registered on a
 national securities exchange as may be prescribed from time to time in such
 rules and regulations. 


	
 

	
 


	
 

	
(b)
        The Company covenants and agrees to
 file with the Trustee and the Commission, in accordance with the rules and
 regulations prescribed from to time by the Commission, such additional
 information, documents and reports with respect to compliance by the Company
 with the conditions and covenants provided for in this Indenture as may be
 required from time to time by such rules and regulations. 


	
 

	
 


	
 

	
(c)
        The Company covenants and agrees to
 transmit to the Securityholders such summaries of any information, documents
 and reports required to be filed by the Company pursuant to subsections (a)
 and (b) of this Section as may be required by the Trust Indenture Act and the
 rules and regulations prescribed from time to time by the Commission. 





5.04   Reports
by the Trustee. 


	
 

	
 


	
 

	
(a)
        On or before July 15 in each year
 in which any of the Securities are Outstanding, the Trustee shall transmit by
 mail, first class postage prepaid, to the Securityholders, as 





34










	
 

	
 


	
 

	
their names and addresses appear upon the Security Register, a brief
 report dated as of the preceding May 15, if and to the extent required under
 Section 313(a) of the Trust Indenture Act. 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(c)        A copy of each such
 report shall, at the time of such transmission to Securityholders, be filed
 by the Trustee with the Company, with each stock exchange upon which any
 Securities are listed (if so listed) and also with the Commission. The
 Company agrees to notify the Trustee when any Securities become listed on any
 stock exchange. 





ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 


6.01   Events of Default. 


	
 

	
 

	
 

	
 


	
 

	
(a)      Whenever
 used herein with respect to Securities of a particular series, “Event of
 Default” means any one or more of the following events that has occurred and
 is continuing, unless such event is specifically deleted or modified in
 accordance with Section 2.01: 


	
 

	
 


	
 

	
 

	
(1)      the
 Company defaults in the payment of any installment of interest upon any of
 the Securities of that series, as and when the same shall become due and payable,
 and continuance of such default for a period of 30 days; provided, however,
 that during any Deferral Period for the Securities of that series, failure to
 pay interest on the Securities of that series shall not constitute a default
 in the payment of interest for this purpose; and, provided, further, that a
 valid extension of an interest payment period by 24 the Company in accordance
 with the terms of any indenture supplemental hereto, shall not constitute a
 default in the payment of interest for this purpose; 


	
 

	
 

	
 


	
 

	
 

	
(2)      the
 Company defaults in the payment of the principal of, or premium, if any, on
 any of the Securities of that series as and when the same shall become due
 and payable whether at maturity, upon redemption, because of acceleration or otherwise,
 or in any payment required by any sinking or analogous fund established with
 respect to that series; provided, however, that a valid extension of the
 maturity of such Securities in accordance with the terms of any indenture
 supplemental hereto shall not constitute a default in the payment of
 principal or premium, if any; 


	
 

	
 

	
 


	
 

	
 

	
(3)      the
 Company fails to observe or perform any other of its covenants or agreements
 with respect to that series contained in this Indenture or otherwise
 established with respect to that series of Securities pursuant to Section
 2.01 hereof (other than a covenant or agreement that (i) has been expressly
 included in this 





35










	
 

	
 

	
 

	
 


	
 

	
 

	
Indenture
 solely for the benefit of one or more series of Securities other than such series
 or (ii) a default in the performance or breach of which is elsewhere in this
 Section specifically dealt with) for a period of 90 days after the date on
 which written notice of such failure, requiring the same to be remedied and
 stating that such notice is a “Notice of Default” hereunder, shall have been
 given to the Company by the Trustee, by registered or certified mail, or to
 the Company and the Trustee by the holders of at least 25% in aggregate
 principal amount of the Securities of that series at the time Outstanding; 


	
 

	
 

	
 


	
 

	
 

	
(4)      an
 event of default, as defined in any mortgage, indenture or instrument under
 which there may be issued, or by which there may be secured or evidenced, any
 Indebtedness for money borrowed of the Company (other than a default under
 this Indenture with respect to Securities of any series or a default with
 respect to any non-recourse Indebtedness), whether such Indebtedness now
 exists or shall hereafter be created, shall happen and shall result in a
 principal amount in excess of $50,000,000 of Indebtedness becoming or being
 declared due and payable prior to the date on which it would otherwise have
 become due and payable, and such acceleration shall not have been rescinded
 or annulled, or such Indebtedness shall not have been discharged, within a
 period of 15 days after there has been given, by registered or certified
 United States mail, return receipt requested, to the Company by the Trustee
 or to the Company and the Trustee by the holders of at least 25% in aggregate
 principal amount of the Outstanding Securities of that series a written
 notice specifying such event of default and requiring the Company to cause
 such acceleration to be rescinded or annulled or to cause such Indebtedness
 to be discharged and stating that such notice is a “Notice of Default”
 hereunder; 


	
 

	
 

	
 


	
 

	
 

	
(5)      the
 entry by a court of competent jurisdiction of: 


	
 

	
 

	
 


	
 

	
 

	
 

	
(i)      a
 decree or order for relief in respect of the Company in an involuntary
 proceeding under any applicable Bankruptcy Law and such decree or order shall
 remain unstayed and in effect for a period of 120 consecutive days; 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(ii)      a
 decree or order adjudging the Company to be insolvent, or approving a
 petition seeking reorganization, arrangement, adjustment or composition of
 the Company and such decree or order shall remain unstayed and in effect for
 a period of 120 consecutive days; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(iii)      a
 final and non-appealable order appointing a Custodian of the Company or of
 any substantial part of the property of the Company, or ordering the winding
 up or liquidation of the affairs of the Company; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(6)      the
 Company pursuant to or within the meaning of any Bankruptcy Law: (i)
 commences a voluntary case or proceeding; (ii) consents to the entry of an order
 for relief against it in an involuntary case or proceeding; (iii) files a
 petition 





36










	
 

	
 

	
 


	
 

	
 

	
or answer or
 consent seeking reorganization or relief or consents to such filing or to the
 appointment of or taking possession by a Custodian of it or for all or
 substantially all of its property, and such Custodian is not discharged
 within 120 days; (iv) makes a general assignment for the benefit of its
 creditors; or (v) admits in writing its inability to pay its debts generally
 as they become due; or 


	
 

	
 

	
 


	
 

	
 

	
(7)      any
 other Event of Default provided for pursuant to Section 2.01 with respect to
 Securities of that series. 


	
 

	
 

	
 


	
 

	
(b)     Except
 as otherwise specified with respect to a series of Securities in accordance
 with the provisions of Section 2.01, if an Event of Default (other than an
 Event of Default specified in Sections 6.01(a)(5) or 6.01(a)(6)) with respect
 to Securities of any series at the time Outstanding occurs and is continuing,
 either the Trustee or the holders of not less than 25% in aggregate principal
 amount of the Securities of that series then Outstanding hereunder (voting as
 a single class), by notice in writing to the Company (and to the Trustee if
 given by such Securityholders), may declare the principal of all the
 Securities of that series (or, if any Securities of that series are Original
 Issue Discount Securities, such portion of the principal amount as may be
 specified in the terms of such series) to be due and payable immediately, and
 upon any such declaration the same shall become and shall be immediately due
 and payable. If an Event of Default specified in Sections 6.01(a)(5) or
 6.01(a)(6) with respect to Securities of any series at the time Outstanding
 occurs, the principal amount of all the Securities of that series (or, if any
 Securities of that series are Original Issue Discount Securities, such
 portion of the principal amount of such Securities as may be specified by the
 terms thereof) and the interest accrued thereon, if any, shall automatically,
 and without any declaration or other action on the part of the Trustee or any
 holder, become immediately due and payable. 


	
 

	
 


	
 

	
(c)

	
At any time
 after the principal of the Securities of that series shall have been so
 declared due and payable, and before any judgment or decree for the payment
 of the moneys due shall have been obtained or entered as hereinafter
 provided, the holders of a majority in aggregate principal amount of the
 Securities of that series then Outstanding hereunder (voting as a single
 class), by written notice to the Company and the Trustee, may rescind and
 annul such declaration and its consequences if: (i) the Company has paid or
 deposited with the Trustee a sum sufficient to pay all matured installments
 of interest upon all the Securities of that series and the principal of, and
 premium, if any, on any and all Securities of that series that shall have
 become due otherwise than by acceleration (with interest upon such principal
 and premium, if any, and, to the extent that such payment is enforceable
 under applicable law, upon overdue installments of interest, at the rate per
 annum or Yield to Maturity (in the case of Original Issue Discount
 Securities) expressed in the Securities of that series (or at the respective
 rates of interest or Yields to Maturity of all the Securities, as the case
 may be) to the date of such payment or deposit) and the amount payable to the
 Trustee under Section 7.06, and (ii) any and all Events of Default under the
 Indenture with respect to such series, other than the nonpayment of principal
 on Securities of that series (or, if any Securities of that series are
 Original Issue Discount Securities, such portion 





37










	
 

	
 

	
 


	
 

	
 

	
of the
 principal amount as may be specified in the terms of such series) that shall
 not have become due by their terms, shall have been remedied or waived as
 provided in Section 6.08. 


	
 

	
 

	
 


	
 

	
 

	
No such
 rescission and annulment shall extend to or shall affect any subsequent
 default or impair any right consequent thereon. 


	
 

	
 

	
 


	
 

	
(d)

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





6.02   Collection of Indebtedness and Suits for
Enforcement by Trustee. 


	
 

	
 


	
 

	
(a)      The
 Company covenants that (1) in case it shall default in the payment of any
 installment of interest on any of the Securities of a series as and when the
 same shall have become due and payable, and such default shall have continued
 for a period of 30 days, or (2) in case it shall default in the payment of
 the principal of, or premium, if any, on any of the Securities of a series
 when the same shall have become due and payable, whether upon maturity of the
 Securities of a series or upon redemption or upon declaration or otherwise,
 then, upon demand of the Trustee, the Company will pay to the Trustee, for
 the benefit of the holders of the Securities of that series, the whole amount
 that then shall have been become due and payable on all such Securities for
 principal, and premium, if any, or interest, or both, as the case may be,
 with interest upon the overdue principal, and premium, if any, and (to the
 extent that payment of such interest is enforceable under applicable law)
 upon overdue installments of interest at the rate per annum or Yield to
 Maturity (in the case of Original Issue Discount Securities) expressed in the
 Securities of that series; and, in addition thereto, such further amount as
 shall be sufficient to cover the costs and expenses of collection, and the
 amount payable to the Trustee under Section 7.06. 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(c)      In
 case of any receivership, insolvency, liquidation, bankruptcy,
 reorganization, readjustment, arrangement, composition or judicial
 proceedings affecting the Company, 





38










	
 

	
 

	
 


	
 

	
or its
 creditors or property, the Trustee shall have power to intervene in such
 proceedings and take any action therein that may be permitted by the court
 and shall (except as may be otherwise provided by law) be entitled to file
 such proofs of claim and other papers and documents as may be necessary or
 advisable in order to have the claims of the Trustee and of the holders of
 Securities of such series allowed for the entire amount due and payable by
 the Company under the Indenture at the date of institution of such
 proceedings and for any additional amount that may become due and payable by
 the Company after such date, and to collect and receive any moneys or other
 property payable or deliverable on any such claim, and to distribute the same
 after the deduction of the amount payable to the Trustee under Section 7.06;
 and any receiver, assignee or trustee in bankruptcy or reorganization is
 hereby authorized by each of the holders of Securities of such series to make
 such payments to the Trustee, and, in the event that the Trustee shall
 consent to the making of such payments directly to such Securityholders, to
 pay to the Trustee any amount due it under Section 7.06. 


	
 

	
 


	
 

	
(e)

	
All rights
 of action and of asserting claims under this Indenture, or under any of the
 terms established with respect to Securities of that series, may be enforced
 by the Trustee without the possession of any of such Securities, or the
 production thereof at any trial or other proceeding relative thereto, and any
 such suit or proceeding instituted by the Trustee shall be brought in its own
 name as trustee of an express trust, and any recovery of judgment shall,
 after provision for payment to the Trustee of any amounts due under Section
 7.06, be for the ratable benefit of the holders of the Securities of such
 series. 


	
 

	
 

	
 


	
 

	
 

	
In case of
 an Event of Default hereunder, the Trustee may in its discretion proceed to
 protect and enforce the rights vested in it by this Indenture by such
 appropriate judicial proceedings as the Trustee shall deem most effectual to
 protect and enforce any of such rights, either at law or in equity or in
 bankruptcy or otherwise, whether for the specific enforcement of any covenant
 or agreement contained in the Indenture or in aid of the exercise of any power
 granted in this Indenture, or to enforce any other legal or equitable right
 vested in the Trustee by this Indenture or by law. 


	
 

	
 

	
 


	
 

	
 

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





6.03   Application of Moneys Collected. 


          Any moneys
collected by the Trustee pursuant to this Article with respect to a particular
series of Securities shall, subject to the subordination provisions hereof, be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such moneys on account of principal, or premium,
if any, or interest, upon presentation of the 


39










Securities of that series, and notation thereon the payment, if only
partially paid, and upon surrender thereof if fully paid: 


	
 

	
 


	
 

	
FIRST: To
 the payment of costs and expenses of collection and of all amounts payable to
 the Trustee under Section 7.06; 


	
 

	
 


	
 

	
SECOND: To
 the payment of the amounts then due and unpaid upon Securities of such series
 for principal, and premium, if any, and interest, 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 Securities for principal, and premium, if any, and interest,
 respectively; and 


	
 

	
 


	
 

	
THIRD: To
 the payment of the remainder, if any, to the Company, its successors or
 assigns or to whomever may be lawfully entitled to receive the same or as a
 court of competent jurisdiction may direct. 





6.04   Limitation on Suits. 


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


          Notwithstanding
anything contained herein to the contrary, any other provisions of this
Indenture, the right of any holder of any Security to receive payment of the
principal of, and premium, if any, and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or
in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such
holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such
series with every other such taker and holder and the Trustee, that no one or
more holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other of such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, 


40










except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity. 


6.05   Rights
and Remedies Cumulative; Delay or Omission Not Waiver. 


	
 

	
 

	
 

	
 


	
 

	
(a)      Except
 as otherwise provided in Section 2.07, all powers and remedies given by this
 Article to the Trustee or to the Securityholders shall, to the extent
 permitted by law, be deemed cumulative and not exclusive of any other powers
 and remedies available to the Trustee or the holders of the Securities, by
 judicial proceedings or otherwise, to enforce the performance or observance
 of the covenants and agreements contained in this Indenture or otherwise
 established with respect to such Securities.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
No delay or
 omission of the Trustee or of any holder of any of the Securities to exercise
 any right or power accruing upon any Event of Default occurring and
 continuing as aforesaid shall impair any such right or power, or shall be
 construed to be a waiver of any such default or on acquiescence therein; and,
 subject to the provisions of Section 6.04, every power and remedy given by
 this Article or by law to the Trustee or the Securityholders may be exercised
 from time to time, and as often as shall be deemed expedient, by the Trustee
 or by the Securityholders. 





6.05   Control
by Securityholders. 


          The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding (treated as a single class), determined in
accordance with Section 8.04, 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 with respect to such
series; provided, however, that such direction shall not be in conflict with
any rule of law or with this Indenture or be unduly prejudicial to the rights
of holders of Securities of any other series at the time Outstanding determined
in accordance with Section 8.04. Subject to the provisions of Section 7.01, the
Trustee shall have the right to decline to follow any such direction if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceeding so directed would involve the Trustee in
personal liability. 


6.07   Undertaking
to Pay Costs. 


          All
parties to this Indenture agree, and each holder of any Securities by such
holder’s acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’ fees
and expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit 


41










instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
Outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of, or
premium, if any, or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture. 


6.08   Waiver
of Past Defaults. 


          The
holders of not less than a majority in aggregate principal amount of the
Outstanding Securities of any series (voting as a single class), determined in
accordance with Section 8.04, may on behalf of the holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default 


	
 

	
 


	
 

	
(1)      in
 the payment of the principal of or any premium or interest on any Security of
 such series, or 


	
 

	
 


	
 

	
(2)      in
 respect of a covenant or provision hereof which under Article IX cannot be
 modified or amended without the consent of the holder of each Outstanding
 Security of such series affected; provided, however, that if the Securities
 of such series are held by the FBL Trust or a trustee of such trust, such
 waiver or modification to such waiver shall not be effective until the
 holders of a majority in liquidation preference of Trust Securities of the
 FBL Trust shall have consented to such waiver or modification to such waiver;
 provided, further, that if the consent of the holder of each outstanding
 Security is required, such waiver shall not be effective until each holder of
 the Trust Securities of the FBL Trust shall have consented to such waiver. 





          Upon
any such waiver, such default shall cease to exist, and any 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. 


6.09   Trustee
to Give Notice of Default. 


	
 

	
 


	
 

	
(a)      The
 Trustee shall, within 90 days after the occurrence of a default with respect
 to the Securities of any series, give notice of all defaults with respect to
 that series known to the Trustee to all holders of Securities of such series
 in the manner and to the extent provided in Section 313(c) of the Trust
 Indenture Act of 1939, unless in each case such defaults shall have been
 cured before the mailing of such notice (the term “defaults” for the purpose
 of this Section being hereby defined to mean any event or condition which is,
 or with notice or lapse of time or both would become, an Event of Default);
 provided that, except in the case of a default in the payment of the
 principal of, premium, if any, or interest on ay of the Securities of such
 series, or in the payment of any sinking fund installment on such series, the
 Trustee shall be protected in withholding such notice if and so long as the
 Trustee in good faith shall, by a Responsible Officer or Officers of the
 Trustee, determine that withholding of such notice is in the interests of the
 Securityholders of such series. 





42










	
 

	
 

	
 


	
 

	
(b)      The
 Trustee shall not be deemed to have knowledge of any default except: 


	
 

	
 

	
 


	
 

	
 

	
(1)      a
 default under Section 6.01(a)(1) or 6.01(a)(2), provided that the Trustee is
 also the Paying Agent; or 


	
 

	
 

	
 


	
 

	
 

	
(2)      any
 default as to which the Trustee shall have received written notice of or
 which Responsible Officer charged with the administration of this Indenture
 shall have actual knowledge. 





ARTICLE VII

CONCERNING THE TRUSTEE SECTION 


7.01   Certain
Duties and Responsibilities of Trustee. 


	
 

	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
 

	
(1)      prior
 to the occurrence of an Event of Default with respect to the Securities of a
 series and after the curing or waiving of all such Events of Default with
 respect to that series that may have occurred: 


	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(b)      in
 the absence of bad faith on the part of the Trustee, the Trustee may with
 respect to the Securities of such series conclusively rely, as to the truth
 of the statements and the correctness of the opinions expressed therein, upon
 any certificates or opinions furnished to the Trustee and 





43










	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
conforming
 to the requirements of this Indenture; but in the case of any such
 certificates or opinions that by any provision hereof are specifically
 required to be furnished to the Trustee, the Trustee shall be under a duty to
 examine the same to determine whether or not they conform to the requirements
 of this Indenture; 


	
 

	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
(3)
       the Trustee shall not be liable with
 respect to any action taken or omitted to be taken by it in good faith in
 accordance with the direction of the holders of not less than a majority in
 principal amount of the Securities of any series at the time Outstanding
 relating to the time, method and place of conducting any proceeding for any
 remedy available to the Trustee, or exercising any trust or power conferred upon
 the Trustee under this Indenture with respect to the Securities of that
 series; and 


	
 

	
 

	
 


	
 

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





7.02   Certain
Rights of Trustee. 


          Except
as otherwise provided in Section 7.01: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(d)      The
 Trustee shall be under no obligation to exercise any of the rights or powers
 vested in it by this Indenture at the request, order or direction of any of
 the Securityholders, pursuant to the provisions of this Indenture, unless
 such Securityholders 





44










	
 

	
 


	
 

	
shall have
 offered to the Trustee reasonable security or indemnity against the costs,
 expenses and liabilities that may be incurred therein or thereby; nothing
 contained herein shall, however, relieve the Trustee of the obligation, upon
 the occurrence of an Event of Default with respect to a series of the
 Securities (that has not been cured or waived) to exercise with respect to
 Securities of that series such of the rights and powers vested in it by this
 Indenture, and to use the same degree of care and skill in their exercise, as
 a prudent man would exercise or use under the circumstances in the conduct of
 his own affairs; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(f)          The
 Trustee shall not be bound to make any investigation into the facts or
 matters stated in any resolution, certificate, statement, instrument,
 opinion, report, notice, request, consent, order, approval, bond, security,
 or other papers or documents, unless requested in writing so to do by the
 holders of not less than a majority in aggregate principal amount of the
 Outstanding Securities of the particular series affected thereby (determined
 as provided in Section 8.04); provided, however, that if the payment within a
 reasonable time to the Trustee of the costs, expenses or liabilities likely
 to be incurred by it in the making of such investigation is, in the opinion
 of the Trustee, not reasonably assured to the Trustee by the security
 afforded to it by the terms of this Indenture, the Trustee may require
 reasonable indemnity against such costs, expenses or liabilities as a
 condition to so proceeding. The reasonable expense of every such examination
 shall be paid by the Company or, if paid by the Trustee, shall be repaid by
 the Company upon demand; and 


	
 

	
 


	
 

	
(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
 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. 





7.03   Trustee
Not Responsible for Recitals or Issuance or Securities.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(c)          The
 Trustee shall not be accountable for the use or application by the Company of
 any of the Securities or of the proceeds of such Securities, or for the use
 or application of any moneys paid over by the Trustee in accordance with any
 provision of this Indenture or established pursuant to Section 2.01, or for
 the use or application of any moneys received by any Paying Agent other than
 the Trustee. 





45










7.04   May
Hold Securities.


	
 

	
 


	
 

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





7.05   Moneys
Held in Trust.


          Subject
to the provisions of Section 11.05, all moneys received by the Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, but need not be segregated from other funds except to
the extent required by law. Neither the Trustee nor any agent of the Company or
the Trustee shall be under no liability for interest on any moneys received by
it hereunder except such as it may agree with the Company to pay thereon.


7.06   Compensation
and Reimbursement.


	
 

	
 


	
 

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


	
 

	
 


	
 

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





7.07   Reliance
on Officers’ Certificate.


          Except
as otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be


46










proved or
established prior to taking or suffering or omitting to take any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.


7.08   Disqualification;
Conflicting Interests.


          If
the Trustee has or shall acquire any “conflicting interest” within the meaning
of Section 310(b) of the Trust Indenture Act, the Trustee and the Company shall
in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.


7.09   Corporate
Trustee Required; Eligibility.


          There
shall at all times be a Trustee with respect to the Securities issued hereunder
which shall at all times be a corporation organized and doing business under
the laws of the United States of America or any State or Territory thereof or
of the District of Columbia, or a corporation or other Person permitted to act
as trustee by the Commission, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least 50 million U.S.
dollars ($50,000,000), and subject to supervision or examination by federal,
state, territorial, or District of Columbia authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. The Company may not, nor may any
Person directly or indirectly controlling, controlled by, or under common
control with the Company, serve as Trustee. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.10.


7.10   Resignation
and Removal; Appointment of Successor.


	
 

	
 


	
 

	
(a)     The
 Trustee or any successor hereafter appointed, may at any time resign with
 respect to the Securities of one or more series by giving written notice
 thereof to the Company and by transmitting notice of resignation by mail,
 first class postage prepaid, to the Securityholders of such series, as their
 names and addresses appear upon the Security Register. Upon receiving such
 notice of resignation, the Company shall promptly appoint a successor trustee
 with respect to Securities of such series by written instrument, in
 duplicate, executed by order of the Board of Directors, one copy of which
 instrument shall be delivered to the resigning Trustee and one copy to the
 successor trustee. If no successor trustee shall have been so appointed and
 have accepted appointment within 30 days after the mailing of such notice of
 resignation, the resigning Trustee may petition any court of competent
 jurisdiction for the appointment of a successor trustee with respect to
 Securities of such series, or any Securityholder of that series who has been
 a 





47










	
 

	
 

	
 


	
 

	
bona fide
 holder of a Security or Securities for at least six months may on behalf of
 himself and all others similarly situated, petition any such court for the
 appointment of a successor trustee. Such court may thereupon after such
 notice, if any, as it may deem proper and prescribe, appoint a successor
 trustee. 


	
 

	
 

	
 


	
 

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








	
 

	
 

	
 


	
 

	
 

	
(1)          the
 Trustee shall fail to comply with the provisions of Section 7.08 after
 written request therefore by the Company or by any Securityholder who has
 been a bona fide holder of a Security or Securities for at least six months;
 or


	
 

	
 

	
 


	
 

	
 

	
(2)          the
 Trustee shall cease to be eligible in accordance with the provisions of
 Section 7.09 and shall fail to resign after written request therefore by the
 Company or by any such Securityholder; or 


	
 

	
 

	
 


	
 

	
 

	
(3)          the
 Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
 insolvent, or commence a voluntary bankruptcy proceeding, or a receiver of
 the Trustee or of its property shall be appointed or consented to, or any
 public officer shall take charge or control of the Trustee or of its property
 or affairs for the purpose of rehabilitation, conservation or liquidation;
 then, in any such case, (i) the Company may remove the Trustee with respect
 to all Securities and appoint a successor trustee by written instrument, in
 duplicate, executed by order of the Board of Directors, one copy of which
 instrument shall be delivered to the Trustee so removed and one copy to the
 successor trustee, or (ii) unless the Trustee’s duty to resign is stayed as
 provided herein, any Securityholder who has been a bona fide holder of a
 Security or Securities for at least six months may, on behalf of that holder
 and all others similarly situated, petition any court of competent
 jurisdiction for the removal of the Trustee and the appointment of a
 successor trustee. Such court may thereupon after such notice, if any, as it
 may deem proper and prescribe, remove the Trustee and appoint a successor
 trustee. 


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
(d)     Any
 resignation or removal of the Trustee and appointment of a successor trustee
 with respect to the Securities of a series pursuant to any of the provisions
 of this Section shall become effective upon acceptance of appointment by the
 successor trustee as provided in Section 7.11. 


	
 

	
 

	
 


	
 

	
(e)     Any
 successor trustee appointed pursuant to this Section may be appointed with
 respect to the Securities of one or more series or all of such series, and at
 any time there shall be only one Trustee with respect to the Securities of
 any particular series. 





7.11       Acceptance
of Appointment By Successor. 


48










	
 

	
 


	
 

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


	
 

	
 


	
 

	
(b)     In
 case of the appointment hereunder of a successor trustee with respect to the
 Securities of one or more (but not all) series, the Company, the retiring
 Trustee and each successor trustee with respect to the Securities of one or
 more series shall execute and deliver an indenture supplemental hereto
 wherein each successor trustee shall accept such appointment and which (1)
 shall contain such provisions as shall be necessary or desirable to transfer
 and confirm to, and to vest in, each successor trustee all the rights,
 powers, trusts and duties of the retiring Trustee with respect to the Securities
 of that or those series to which the appointment of such successor trustee
 relates, (2) shall contain such provisions as shall be deemed necessary or
 desirable to confirm that all the rights, powers, trusts and duties of the
 retiring Trustee with respect to the Securities of that or those series as to
 which the retiring Trustee is not retiring shall continue to be vested in the
 retiring Trustee, and (3) shall add to or change any of the provisions of
 this Indenture as shall be necessary to provide for or facilitate the
 administration of the trusts hereunder by more than one Trustee, it being
 understood that nothing herein or in such supplemental indenture shall
 constitute such Trustees co-trustees of the same trust, that each such
 Trustee shall be trustee of a trust or trusts hereunder separate and apart
 from any trust or trusts hereunder administered by any other such Trustee and
 that no Trustee shall be responsible for any act or failure to act on the
 part of any other Trustee hereunder; and upon the execution and delivery of
 such supplemental indenture the resignation or removal of the retiring
 Trustee shall become effective to the extent provided therein, such retiring
 Trustee shall with respect to the Securities of that or those series to which
 the appointment of such successor trustee relates have no further
 responsibility for the exercise of rights and powers or for the performance
 of the duties and obligations vested in the Trustee under this Indenture, and
 each 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 with respect to the Securities of that or those series to
 which the appointment of such successor trustee relates; but, on request of
 the Company or any successor trustee, such retiring Trustee shall duly
 assign, transfer and deliver to such successor trustee, to the extent
 contemplated by such supplemental indenture, the property and money held by
 such retiring Trustee hereunder with respect to the Securities of that or
 those series to which the appointment of such successor trustee relates. 





49










	
 

	
 

	
 


	
 

	
(c)     Upon
 request of any such successor trustee, the Company shall execute any and all
 instruments for more fully and certainly vesting in and confirming to such
 successor trustee all such rights, powers and trusts referred to in paragraph
 (a) or (b) of this Section, as the case may be. 


	
 

	
 

	
 


	
 

	
(d)     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. 


	
 

	
 

	
 


	
 

	
(f)

	
Upon
 acceptance of appointment by a successor trustee as provided in this Section,
 the Company shall transmit notice of the succession of such trustee hereunder
 by mail, first class postage prepaid, to the Securityholders, as their names
 and addresses appear upon the Security Register. If the Company fails to
 transmit such notice within ten days after acceptance of appointment by 36
 the successor trustee, the successor trustee shall cause such notice to be
 transmitted at the expense of the Company. 





7.12   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 the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities. 


7.13   Preferential
Collection of Claims Against the Company. 


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


ARTICLE VIII 

CONCERNING THE SECURITYHOLDERS


8.01   Evidence
of Action by Securityholders. 


          Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be 


50










evidenced by
any instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in Person or by agent or proxy appointed
in writing. 


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


8.02   Proof
of Execution by Securityholders. 


          Subject
to the provisions of Section 7.01, proof of the execution of any instrument by
a Securityholder (such proof will not require notarization) or his agent or
proxy and proof of the holding by any Person of any of the Securities shall be
sufficient if made in the following manner: 


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


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


	
 

	
 

	
 


	
 

	
(c)

	
The Trustee
 may require such additional proof of any matter referred to in this Section
 as it shall deem necessary. 





8.03   Who
May be Deemed Owners. 


          Prior
to the due presentment for registration of transfer of any Security, the
Company, the Trustee, any Paying Agent and any Security Registrar may deem and
treat the Person in whose name such Security shall be registered upon the books
of the Company as the absolute owner of such Security (whether or not such
Security shall be overdue and notwithstanding any notice of ownership or
writing thereon made by anyone other than the Security Registrar) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and (subject to Section 2.03) interest on such Security and for all other
purposes; and neither the Company nor the Trustee nor any Paying Agent nor any
Security Registrar shall be affected by any notice to the contrary. 


51










8.04   Certain
Securities Owned by Company Disregarded. 


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


8.05   Actions
Binding on Future Securityholders. 


          At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any holder
of a Security of that series that is shown by the evidence to be included in
the Securities the holders of which have consented to such action may, by
filing written notice with the Trustee, and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefore, on
registration of transfer thereof or in place thereof, irrespective of whether
or not any notation in regard thereto is made upon such Security. Any action
taken by the holders of the majority or percentage in aggregate principal
amount of the Securities of a particular series specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the holders of all the Securities of that series. 


ARTICLE IX 

SUPPLEMENTAL INDENTURES


9.01   Supplemental
Indentures Without the Consent of Securityholders. 


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


52










	
 

	
 


	
 

	
(1)          to
 cure any ambiguity, defect, or inconsistency herein, in any supplemental
 indenture or in the Securities of any series; 


	
 

	
 


	
 

	
(2)          to
 comply with Article X; 


	
 

	
 


	
 

	
(3)          to
 provide for uncertificated Securities in addition to or in place of
 certificated Securities; 


	
 

	
 


	
 

	
(4)          to
 add to the covenants of the Company for the benefit of the holders of all or
 any Series of Securities (and if such covenants are to be for the benefit of
 less than all series of Securities, stating that such covenants are expressly
 being included solely for the benefit of such series) or to surrender any right
 or power herein conferred upon the Company; 


	
 

	
 


	
 

	
(5)          to
 add to, delete from, or revise the conditions, limitations, and restrictions
 on the authorized amount, terms, or purposes of issue, authentication, and
 delivery of Securities, as herein set forth; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(7)          to
 provide for the issuance of and establish the form and terms and conditions
 of the Securities of any series as provided in Section 2.01, to establish the
 form of any certifications required to be furnished pursuant to the terms of
 this Indenture or any series of Securities, or to add to the rights of the
 holders of any series of Securities; 


	
 

	
 


	
 

	
(8)          to
 add to the covenants of the Company for the benefit of the holders of all or
 any series of Securities (and if such covenants are to be for the benefit of
 less than all series of Securities, stating that such covenants are expressly
 being included solely for the benefit of such series) or to surrender any
 right or power herein conferred upon the Company; 


	
 

	
 


	
 

	
(9)          to
 add any additional Events of Default for the benefit of the holders of all or
 any series of Securities (and if such additional Events of Default are to be
 for the benefit of less than all series of Securities, stating that such
 additional Events of Default are expressly being included solely for the
 benefit of such series); 


	
 

	
 


	
 

	
(10)          to
 add to or change any of the provisions of this Indenture to such extent as
 shall be necessary to permit or facilitate the issuance of Securities in
 uncertificated form; 


	
 

	
 


	
 

	
(11)          to
 add to, change or eliminate any of the provisions of this Indenture in
 respect of one or more series of Securities, provided that any such addition,
 change or elimination (A) shall neither (i) apply to any Security of any
 series created prior to the execution of such supplemental indenture and
 entitled to the benefit of such provision nor (ii) modify 





53










	
 

	
 


	
 

	
the rights
 of the holder of any such Security with respect to such provision or (B)
 shall become effective only when there is no such Security Outstanding; 


	
 

	
 


	
 

	
(12)          to
 secure the Securities; 


	
 

	
 


	
 

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


	
 

	
 


	
 

	
(14)          to
 evidence the succession of another corporation to the Company, or successive
 successions, and the assumption by the successor corporation of the
 covenants, agreements and obligation of the Company pursuant to Article X
 hereof. 





          The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into any such supplemental indenture that affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise. 


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


9.02   Supplemental
Indentures With Consent of Securityholders. 


          With
the consent (evidenced as provided in Section 8.01) of the holders of not less
than a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding,
the Company, when authorized by Board Resolutions, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as
then in effect) for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture or of any
supplemental indenture or of modifying in any manner not covered by Section
9.01 the rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall,
without the consent of the holders of each Security then Outstanding and
affected thereby, (i) extend the fixed maturity of any Securities of any
series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any premium payable upon the
redemption thereof; (ii) reduce the amount of principal of an Original Issue
Discount Security or any other Security payable upon acceleration of the
maturity thereof pursuant to Section 6.01(b); (iii) change the currency in
which any Security or any premium or interest is payable; (iv) impair the right
to enforce any payment on or with respect to any Security; (v) adversely change
the right to convert or exchange, including decreasing the conversion rate or
increasing the conversion price of, such Security (if applicable); (vi) reduce
the percentage in principal amount of outstanding Securities of any series, the
consent of the 


54










holders of
which is required for modification or amendment of this Indenture or for waiver
of compliance with certain provisions of this Indenture or for waiver of
certain defaults; (vii) reduce the requirements contained in this Indenture for
quorum or voting; or (viii) modify any of the above provisions; provided,
further, that if the Securities of such series are held by the FBL Trust or a
trustee of such Trust, any such supplemental indenture that affects the
interests or rights of the holders of the Trust Securities shall not be
effective until the holders of not less than a majority in liquidation
preference of Trust Securities of the FBL Trust shall have consented to such
supplemental indenture; and, provided, further, that if the consent of the
holder of each outstanding Security is required, such supplemental indenture
shall not be effective until each holder of the Trust Securities of the FBL
Trust shall have consented to such supplemental indenture. It shall not be
necessary for the consent of the Securityholders of any series affected thereby
under this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof. 


9.03   Effect
of Supplemental Indentures. 


          Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article or of Article X, this Indenture shall, with respect to such series, be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental indenture
shall be and be deemed to be part of the terms and conditions of this Indenture
for any and all purposes. 


9.04   Securities
Affected by Supplemental Indentures. 


          Securities
of any series, affected by a supplemental indenture, authenticated and
delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article or of Article X, may bear a notation in form
approved by the Company, provided such form meets the requirements of any
exchange upon which such series may be listed, as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities
of that series so modified as to conform, in the opinion of the Board of
Directors of the Company, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Company, authenticated
by the Trustee and delivered in exchange for the Securities of that series then
Outstanding. 


9.05   Execution
of Supplemental Indentures. 


          Upon
the request of the Company, accompanied by its Board Resolutions authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may, in its discretion, but shall not be obligated
to, enter into such supplemental indenture. The Trustee, subject to the
provisions of Section 7.01, may receive an 


55










Opinion of
Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to, the
terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof; provided, however,
that such Opinion of Counsel need not be provided in connection with the
execution of a supplemental indenture that establishes the terms of a series of
Securities pursuant to Section 2.01 hereof. Promptly after the execution by the
Company and the Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Trustee shall transmit by mail, first class
postage prepaid, a notice, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders of all series affected thereby
as their names and addresses appear upon the Security Register. Any failure of
the Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture. 


ARTICLE X 

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


10.01 When
the Company May Consolidate, Merge, Etc. 


          The
Company may not (a) merge with or into or consolidate with, or (b) sell,
assign, transfer, lease or convey all or substantially all of its properties
and assets to, any Person other than, with respect to this clause (b), a direct
or indirect wholly-owned subsidiary of the Company, and no Person shall (x)
merge with or into or consolidate with the Company, or (y) except for any
direct or indirect wholly-owned subsidiary of the Company, sell, assign,
transfer, lease or convey all or substantially all of its properties and assets
to the Company, unless: 


	
 

	
 


	
 

	
(a)          the
 Company is the surviving corporation or the Person formed by or surviving
 such merger or consolidation or to which such sale, assignment, transfer,
 lease or conveyance shall have been made (the “Successor”), if other than the
 Company, shall expressly assume by an indenture supplemental hereto, executed
 and delivered to the Trustee, in form satisfactory to the Trustee, all the
 obligations of the Company under the Securities, this Indenture, the Common
 Securities Guarantee and the Preferred Securities Guarantee; 


	
 

	
 


	
 

	
(b)          immediately
 after giving effect to such transaction, no default or Event of Default shall
 have occurred and be continuing; 


	
 

	
 


	
 

	
(c)          if
 at the time any Preferred Securities are outstanding, such transaction is not
 prohibited under the Declaration and the Preferred Securities Guarantee; and 


	
 

	
 


	
 

	
(d)          the
 Company delivers to the Trustee an Officers’ Certificate and an Opinion of
 Counsel, each stating that such supplemental indenture complies with this
 Indenture. 





          The
Successor will be the successor to the Company, and will be substituted for,
and may exercise every right and power and become the obligor on the Securities
with the same effect as if the Successor had been named as the Company herein
but, in the case of a sale, assignment, transfer, lease or conveyance of all or
substantially all of the properties and assets of the 


56










Company, the
predecessor Company will not be released from its obligations to pay the
principal of, premium, if any, and interest on the Securities. 


ARTICLE XI 

SATISFACTION AND DISCHARGE


11.01 Satisfaction
and Discharge of Indenture. 


          If
at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for whose
payment money or Governmental Obligations have theretofore been deposited in
trust or segregated and held in trust by the Company (and thereupon repaid to
the Company or discharged from such trust, as provided in Section 11.04); or
(b) all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption, and (i) the Company shall irrevocably
deposit or cause to be deposited with the Trustee as trust funds the entire
amount in moneys or Governmental Obligations sufficient or a combination thereof,
sufficient in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay at maturity or upon redemption all Securities of that series
not theretofore delivered to the Trustee for cancellation, including principal,
and premium, if any, and interest due or to become due to such date of maturity
or date fixed for redemption, as the case may be, and (ii) the Company shall
also pay or cause to be paid all other sums payable hereunder with respect to
such series by the Company, then this Indenture shall thereupon cease to be of
further effect with respect to such series except for the provisions of
Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03 and 7.10, that shall survive until
the date of maturity or redemption date, as the case may be, and Sections 7.06
and 11.04, that shall survive to such date and thereafter, and the Trustee, on
demand of the Company and at the cost and expense of the Company, shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture
with respect to such series. 


11.02 Deposited
Moneys and Governmental Obligations to be Held in Trust. 


          All
moneys or Governmental Obligations (including the proceeds thereof) deposited
with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and
shall be available for payment as due, either directly or through any Paying
Agent (including the Company acting as its own Paying Agent), to the holders of
the particular series of Securities for the payment or redemption of which such
moneys or Governmental Obligations have been deposited with the Trustee. 


11.03 Payment
of Moneys Held by Paying Agents. 


          In
connection with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any Paying Agent under the provisions of
this Indenture 


57










shall, upon
demand of the Company, be paid to the Trustee and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys or
Governmental Obligations. 


11.04 Repayment
to Company. 


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


ARTICLE XII 

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


12.01 No
Recourse. 


          No
recourse under or upon any obligation, covenant or agreement of this Indenture,
or of any Security, 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
by any legal or equitable proceeding 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 Securities 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 indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any of the Securities 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
Securities. 


ARTICLE XIII 

DEFEASANCE AND COVENANT DEFEASANCE


13.01 Company’s
Option to Effect Defeasance or Covenant Defeasance. 


58










          The
Company may elect, at its option at any time, to have Section 13.02 or Section
13.03 applied to any Securities or any series of Securities, as the case may
be, designated pursuant to Section 2.01 as being defeasible pursuant to such
Sections 13.02 or 13.03, in accordance with any applicable requirements
provided pursuant to Section 2.01 and upon compliance with the conditions set
forth below in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 2.01 for
such Securities. 


13.02 Defeasance
and Discharge. 


          Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations with respect to
such Securities as provided in this Section on and after the date the
conditions set forth in Section 13.04 are satisfied (hereinafter called
“Defeasance”). For this purpose, such Defeasance means that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by
such Securities and to have satisfied all its other obligations under such
Securities and this Indenture insofar as such Securities are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of holders of such
Securities to receive, solely from the trust fund described in Section 13.04
and as more fully set forth in such Section, payments in respect of the
principal of and any premium and interest on such Securities when payments are
due, (2) the Company’s obligations with respect to such Securities under
Sections 2.05, 2.06, 2.07, 4.01, 4.02 and 4.03, (3) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 13.03 applied to such Securities.
Following a Defeasance, payment of such Securities may not be accelerated because
of an Event of Default. 


13.03 Covenant
Defeasance. 


          Upon
the Company’s exercise of its option (if any) to have this Section applied to
any Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under Article X, Section 4.06, and any
covenants provided pursuant to Sections 2.01(16), 9.01(4) or 9.01(7) for the
benefit of the holders of such Securities and (2) the occurrence of any event
specified in Sections 6.01(a)(3) (with respect to any of Article X, Section
4.06, and any such covenants provided pursuant to Sections 2.01(16), 9.01(4) or
9.01(7)) and 6.01(a)(7) shall be deemed not to be or result in an Event of
Default, in each case with respect to such Securities as provided in this
Section on and after the date the conditions set forth in Section 13.04 are
satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 6.01(a)(3)), whether directly or indirectly
by reason of any reference elsewhere herein to any such Section or by 


59










reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby. 


13.04 Conditions
to Defeasance or Covenant Defeasance. 


          The
following shall be the conditions to the application of Section 13.02 or
Section 13.03 to any Securities or any series of Securities, as the case may
be: 


	
 

	
 


	
 

	
(1)          The
 Company shall irrevocably have deposited or caused to be deposited with the
 Trustee (or another trustee which satisfies the requirements contemplated by
 Section 7.09 and agrees to comply with the provisions of this Article
 applicable to it) as trust funds in trust for the purpose of making the following
 payments, specifically pledged as security for, and dedicated solely to, the
 benefits of the holders of such Securities, (A) money in an amount, or (B)
 Government Obligations which through the scheduled payment of principal and
 interest in respect thereof in accordance with their terms will provide, not
 later than one day before the due date of any payment, money in an amount, or
 (C) a combination thereof, in each case sufficient, in the opinion of a
 nationally recognized firm of independent public accountants expressed in a
 written certification thereof delivered to the Trustee, to pay and discharge,
 and which shall be applied by the Trustee (or any such other qualifying
 trustee) to pay and discharge, (i) the principal of and any premium and
 interest on such Securities on the respective Stated Maturities and (ii) any
 mandatory sinking fund payments applicable to such Securities on the day on
 which such payments are due and payable, in each case, in accordance with the
 terms of this Indenture and such Securities. 


	
 

	
 


	
 

	
(2)          In
 the event of an election to have Section 13.02 apply to any Securities or any
 series of Securities, as the case may be, the Company shall have delivered to
 the Trustee an Opinion of Counsel stating that (A) the Company has received
 from, or there has been published by, the Internal Revenue Service a ruling
 or (B) since the date of this Indenture, there has been a change in the
 applicable federal income tax law, in either case (A) or (B) to the effect
 that, and based thereon such opinion shall confirm that, the holders of such
 Securities will not recognize income, gain or loss for federal income tax
 purposes as a result of the deposit, Defeasance and discharge to be effected
 with respect to such Securities and will be subject to federal income tax on
 the same amount, in the same manner and at the same times as would be the
 case if such deposit, Defeasance and discharge were not to occur. 


	
 

	
 


	
 

	
(3)          In
 the event of an election to have Section 13.03 apply to any Securities or any
 series of Securities, as the case may be, the Company shall have delivered to
 the Trustee an Opinion of Counsel to the effect that the holders of such
 Securities will not recognize income, gain or loss for federal income tax
 purposes as a result of the deposit and Covenant Defeasance to be effected
 with respect to such Securities and will be subject to federal income tax on
 the same amount, in the same manner and at the same times as would be the
 case if such deposit and Covenant Defeasance were not to occur. 





60










	
 

	
 


	
 

	
(4)          The
 Company shall have delivered to the Trustee an Officers’ Certificate to the
 effect that it has been informed by the relevant securities exchange(s) that
 neither such Securities nor any other Securities of the same series, if then
 listed on any securities exchange, will be delisted as a result of such
 deposit. 


	
 

	
 


	
 

	
(5)          No
 event which is, or after notice or lapse of time or both would become, an
 Event of Default with respect to such Securities or any other Securities
 shall have occurred and be continuing at the time of such deposit or, with
 regard to any such event specified in Sections 6.01(a)(5) and 6.01(a)(6), at
 any time on or prior to the 90th day after the date of such deposit (it being
 understood that this condition shall not be deemed satisfied until after such
 90th day). 


	
 

	
 


	
 

	
(6)          Such
 Defeasance or Covenant Defeasance shall not result in a breach or violation
 of, or constitute a default under, any other indenture or other agreement or
 instrument for borrowed money, pursuant to which in excess of $50,000,000
 principal amount is then outstanding, to which the Company is a party or by
 which it is bound. 


	
 

	
 


	
 

	
(7)          Such
 Defeasance or Covenant Defeasance shall not result in the trust arising from
 such deposit constituting an investment company within the meaning of the
 Investment Company Act unless such trust shall be registered under such Act
 or exempt from registration thereunder. 


	
 

	
 


	
 

	
(8)          The
 Company shall have delivered to the Trustee an Officers’ Certificate and an
 Opinion of Counsel, each stating that all conditions precedent with respect
 to such Defeasance or Covenant Defeasance have been complied with (other than
 the 90 day period specified in Section 13.04(5)). 





13.05 Deposited
Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.



          Subject
to the provisions of Section 4.03(d), all money and Government Obligations
(including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 13.06, the Trustee and
any such other trustee are referred to collectively as the “Trustee”) pursuant
to Section 13.04 in respect of any Securities shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities
and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the holders of such Securities, of all sums due and to become due
thereon in respect of principal and any premium and interest, but money so held
in trust need not be segregated from other funds except to the extent required
by law. 


          The
Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 13.04 or the principal and interest received in respect
thereof other than any such tax, fee or other charge which by law is for the
account of the holders of Outstanding Securities. 


61










          Anything
in this Article to the contrary notwithstanding, the Trustee shall deliver or
pay to the Company from time to time upon request of the Company any money or
Government Obligations held by it as provided in Section 13.04 with respect to
any Securities which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities. 


13.06 Reinstatement.



          If
the Trustee or the Paying Agent is unable to apply any money in accordance with
this Article with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Indenture and
such Securities from which the Company has been discharged or released pursuant
to Sections 13.02 or 13.03 shall be revived and reinstated as though no deposit
had occurred pursuant to this Article with respect to such Securities, until
such time as the Trustee or Paying Agent is permitted to apply all money held
in trust pursuant to Section 13.05 with respect to such Securities in
accordance with this Article; provided, however, that if the Company makes any
payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the holders of such Securities to receive
such payment from the money so held in trust. 


ARTICLE XIV

MISCELLANEOUS PROVISIONS


14.01 Effect
on Successors and Assigns. 


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


14.02 Actions
by Successor. 


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


14.03 Notices.



          Except
as otherwise expressly provided herein any notice or demand that by any
provision of this Indenture is required or permitted to be given or served by
the Trustee or by the holders of Securities to or on the Company shall be in
writing (which may be by facsimile) and may be given or served by being
deposited first class postage prepaid in a post-office letterbox addressed
(until another address is filed in writing by the Company with the Trustee), as
follows: FBL Financial Group, Inc., 5400 University Avenue, West Des Moines,
Iowa, Attention: Chief 


62










Financial
Officer, with copies of any notice of an Event of Default to the attention of
the General Counsel at the same address. Any notice, election, request or
demand by the Company or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the Corporate Trust Office of the Trustee. When this
Indenture provides for notice to holders of Securities, such notice shall be
sufficiently given if in writing and mailed, first-class postage prepaid, to
each holder entitled thereto, at his or her last address as it appears in the
Security Register. In any case where notice to such 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 of Securities. 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 of
Securities 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. 


14.04 Governing
Law. 


          This
Indenture and each Security shall be deemed to be a contract made under the
internal laws of the State of Iowa, and for all purposes shall be construed in
accordance with the laws of said State. 


14.05 Treatment
of Securities as Debt. 


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


14.06 Compliance
Certificates and Opinions. 


	
 

	
 


	
 

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


	
 


	
 

	
(b)          Each
 certificate or opinion provided for in this Indenture and delivered to the
 Trustee with respect to compliance with a condition or covenant in this
 Indenture shall include (1) a statement that the Person making such
 certificate or opinion has read such covenant or condition; (2) a brief
 statement as to the nature and scope of the examination or investigation upon
 which the statements or opinions contained in such certificate or opinion are
 based; (3) a statement that, in the opinion of such Person, he has made such
 examination or investigation as is necessary to enable him to express an
 informed opinion 





63










	
 

	
 


	
 

	
as to
 whether or not such covenant or condition has been complied with; and (4) a
 statement as to whether or not, in the opinion of such Person, such condition
 or covenant has been complied with.





14.07 Payments
on Business Days. 


          Except
as provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal, and
premium, if any, may be made on the next succeeding Business Day with the same
force and effect as if made on the nominal date of maturity or redemption, and
no interest shall accrue for the period after such nominal date. 


14.08 Conflict
with Trust Indenture Act. 


          If
and to the extent that any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by Sections 310 to 318, inclusive, of the
Trust Indenture Act, such imposed duties shall control. 


14.09 Counterparts.



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


14.10 Separability.



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


14.11 Assignment.



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


14.12 Acknowledgment
of Rights. 


          The
Company acknowledges that, with respect to any Securities held by the FBL Trust
or a trustee of such Trust, if the Property Trustee of such Trust fails to
enforce its rights under this 


64










Indenture as
the holder of the series of Securities held as the assets of such FBL Trust,
any holder of Preferred Securities may institute legal proceedings directly
against the Company to enforce such Property Trustee’s rights under this
Indenture without first instituting any legal proceedings against such Property
Trustee or any other person or entity. Notwithstanding the foregoing, if an
Event of Default has occurred and is continuing and such event is attributable
to the failure of the Company to pay interest or principal on the applicable
series of Securities on the date such interest or principal is otherwise
payable (or in the case of redemption, on the redemption date), the Company
acknowledges that a holder of Preferred Securities may directly institute a
proceeding for enforcement of payment to such holder of the principal of or
interest on the applicable series of Securities having a principal amount equal
to the aggregate liquidation amount of the Preferred Securities of such holder
as determined after the respective due date specified in the applicable series
of Securities. 


ARTICLE XV

SUBORDINATION OF SECURITIES


15.01 Agreement
to Subordinate. 


          The
Company covenants and agrees, and each holder of Securities issued hereunder
and under any supplemental indenture or by any resolutions by the Board of
Directors (“Additional Provisions”) by such holder’s acceptance thereof
likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article XV; and each holder of a Security, 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 on
all Securities issued hereunder shall, to the extent and in the manner
hereinafter set forth, be subordinate in right of payment to the prior payment
in full of all Senior Indebtedness of the Company, whether outstanding at the
date of this Indenture or thereafter incurred. 


          No
provision of this Article XV shall prevent the occurrence of any default or
Event of Default hereunder. 


15.02 Default
on Senior Indebtedness or Under this Indenture. 


          In
the event and during the continuation of any default by the Company in the
payment of principal, premium, if any, interest or any other payment due on any
Senior Indebtedness of the Company, as the case may be, or in the event that
the maturity of any Senior Indebtedness of the Company, as the case may be, has
been accelerated because of a default, then, in either case, no payment shall
be made by the Company with respect to the principal (including redemption and
sinking fund payments) of, or premium, if any, or interest on the Securities. 


          In
the event that the Securities of any series are declared due and payable before
their expressed maturity because of the occurrence of an Event of Default
(under circumstances when the provisions of Section 15.03 shall not be
applicable), the holders of all Senior Indebtedness shall be entitled to
receive payment in full in money or money’s worth of such Senior 


65










Indebtedness
before the holders of such Securities are entitled to receive payment on
account of the principal of, premium, if any, or interest on such Securities. 


          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 15.02, before all Senior Indebtedness is paid in full, such payment
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Indebtedness or their respective representatives, or
to the trustee or trustees under any indenture pursuant to which any of such
Senior Indebtedness may have been issued, as their respective interests may
appear. 


15.03 Liquidation;
Dissolution; Bankruptcy. 


          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,
general assignment, marshaling of any assets or liabilities for the benefit of
creditors or other proceedings, all amounts due upon all Senior Indebtedness of
the Company shall first be paid in full, or payment thereof provided for in
money in accordance with its terms, before any payment is made by the Company
on account of the principal, and premium, if any, or interest on the
Securities; 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 or the Trustee would be entitled to receive from the Company,
except for the provisions of this Article XV, shall be paid by the Company or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the holders or by the Trustee
under the Indenture if received by them or it, directly to the holders of
Senior Indebtedness of the Company (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such holders, as
calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness
in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of such Senior Indebtedness,
before any payment or distribution is made to the holders 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
before all Senior Indebtedness of the Company is paid in full, or provision is
made for such payment in money in accordance with its terms, such payment or
distribution shall be held in trust for the benefit of and shall be paid over
or delivered to the holders of such Senior Indebtedness or their representative
or representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing such Senior Indebtedness may have been
issued, and their respective interests may appear, as calculated by the
Company, for application to the payment of all Senior Indebtedness of the
Company, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in 


66










money in
accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the benefit of the holders of such Senior Indebtedness. 


          For
purposes of this Article XV, 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 XV with respect to
the Securities to the payment of all Senior Indebtedness of the Company, as the
case may be, that may at the time be outstanding, provided that (i) such Senior
Indebtedness is assumed by the new corporation, if any, resulting from any such
reorganization or readjustment, and (ii) the rights of the holders of such
Senior Indebtedness are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Company with, or
the merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon
the terms and conditions provided for in Article X of this Indenture shall not
be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 15.03 if such other corporation shall, as a part of
such consolidation, merger, conveyance or transfer, comply with the conditions
stated in Article X of this Indenture. Nothing in Section 15.02 or in this
Section 15.03 shall apply to claims of, or payments, the Trustee under or
pursuant to Section 7.06 of this Indenture. 


15.04 Subrogation.



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


          Nothing
contained in this Article XV or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Indebtedness of the Company, and the
holders of the Securities, the obligation of the Company, which is absolute and
unconditional, to pay to the holders of the Securities the principal of, and
premium, if any, and interest on the Securities 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 Securities and creditors
of the Company, as the case may be, other than the holders of Senior Indebtedness
of the Company, as the case may be, nor shall 


67










anything
herein or therein prevent the Trustee or the holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XV of
the holders of such Senior Indebtedness 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 XV, the Trustee, subject to the provisions of Article VII of this
Indenture, and the holders shall be entitled to conclusively rely upon any
order or decree made by any court of competent jurisdiction in which such
dissolution, winding-up, liquidation or reorganization proceedings are pending,
or a certificate of the receiver, trustee in bankruptcy, liquidation trustee,
agent or other Person making such payment or distribution, delivered to the
Trustee or to the holders, for the purposes of ascertaining the Persons
entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, as the case may be, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XV. 


15.05 Trustee
to Effectuate Subordination. 


          Each
holder of Securities 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 XV and
appoints the Trustee such holder’s attorney-in-fact for any and all such
purposes. 


15.06 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 that would prohibit the making of any
payment of monies to or by the Trustee in respect of the Securities pursuant to
the provisions of this Article XV. Notwithstanding the provisions of this
Article XV or any other provision of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Securities pursuant to the provisions of this Article XV, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof
from the Company or a holder or holders of Senior Indebtedness or from any trustee
therefore; and before the receipt of any such written notice, the Trustee,
subject to the provisions of Article VI of this Indenture, 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 15.06
at least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of, or premium, if any or interest on any debt
security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such money and to apply
the same to the purposes for which they were received, and shall not be
affected by any notice to the contrary that may be received by it within two
Business Days prior to such date. 


68










          The
Trustee, subject to the provisions of Article VII of this Indenture, shall be
entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness of the
Company, as the case may be (or a trustee on behalf of such holder), to
establish that such notice has been given by a holder of such Senior Indebtedness
or a trustee on behalf of any such holder or holders. In the event that the
Trustee determines in good faith that further evidence is required with respect
to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XV, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held
by such Person, the extent to which such Person is entitled to participate in
such payment or distribution and any other facts pertinent to the rights of
such Person under this Article XV, 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. 


15.07 Rights
of the Trustee; Holders of Senior Indebtedness. 


          The
Trustee in its individual capacity shall be entitled to all the rights set
forth in this Article XV in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as
such holder. With respect to the holders of Senior Indebtedness 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 XV, and no implied
covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of such Senior
Indebtedness and, subject to the provisions of Article VII of this Indenture,
the Trustee shall not be liable to any holder of such Senior Indebtedness if it
shall pay over or deliver to holders, the Company or any other Person money or
assets to which any holder of such Senior Indebtedness shall be entitled by
virtue of this Article XV or otherwise. 


          Nothing
in this Article XV shall apply to claims of, or payments to, the Trustee under
or pursuant to Section 7.06. 


15.08 Subordination
May Not Be Impaired. 


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


          Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness of the Company may, at any time and from time to time,
without the consent of or notice to the Trustee or the holders of Securities,
without incurring responsibility to the holders of Securities and without
impairing or releasing the subordination provided in this 


69










Article XV or
the obligations hereunder of the holders of the Securities to the holders of
such Senior Indebtedness, 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 Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any
manner for the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company, as the case may be, and
any other Person. 


          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. 


          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. 


	
 

	
 

	
 


	
 

	
FBL
 Financial Group, Inc.


	
 

	
 


	
 

	
By: /s/
 JAMES P. BRANNEN


	
 

	
 


	
 

	
 

	
 


	
 

	
Name: James
 Brannen


	
 

	
Title: Chief
 Financial Officer


	
 

	
 


	
 

	
 


	
 

	
Commerce
 Bank, N.A, as Trustee


	
 

	
 


	
 

	
By: /s/
 WILLIAM E. EKEY


	
 

	
 


	
 

	
 

	
 


	
 

	
Name:
 William E. Ekey


	
 

	
Title:
 Senior Vice President





70