Exhibit 4.15


FORM OF


AMENDED AND RESTATED DECLARATION 

OF TRUST


FBL Financial Group Capital Trust II


Dated as of [______]







TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
PAGE


	
 


	
 

	
 

	
 

	
 


	
ARTICLE 1

 INTERPRETATION AND DEFINITIONS


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 1.01.

	
 

	
Definitions

	
 

	
6

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 2

 TRUST INDENTURE ACT


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 2.01.

	
 

	
Trust
 Indenture Act; Application

	
 

	
12

	
 


	
SECTION
 2.02.

	
 

	
Lists of
 Holders of Securities

	
 

	
13

	
 


	
SECTION
 2.03.

	
 

	
Reports by
 the Property Trustee

	
 

	
13

	
 


	
SECTION
 2.04.

	
 

	
Periodic
 Reports to Property Trustee

	
 

	
13

	
 


	
SECTION
 2.05.

	
 

	
Evidence of
 Compliance with Conditions Precedent

	
 

	
14

	
 


	
SECTION
 2.06.

	
 

	
Events of
 Default; Waiver

	
 

	
14

	
 


	
SECTION
 2.07.

	
 

	
Event of
 Default; Notice

	
 

	
15

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 3

 ORGANIZATION


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 3.01.

	
 

	
Name

	
 

	
16

	
 


	
SECTION
 3.02.

	
 

	
Office

	
 

	
16

	
 


	
SECTION
 3.03.

	
 

	
Purpose

	
 

	
16

	
 


	
SECTION
 3.04.

	
 

	
Authority

	
 

	
17

	
 


	
SECTION
 3.05.

	
 

	
Title to
 Property of the Trust

	
 

	
17

	
 


	
SECTION
 3.06.

	
 

	
Powers and
 Duties of the Regular Trustees

	
 

	
17

	
 


	
SECTION
 3.07.

	
 

	
Prohibition
 of Actions by the Trust and the Trustees

	
 

	
20

	
 


	
SECTION
 3.08.

	
 

	
Powers and
 Duties of the Property Trustee

	
 

	
21

	
 


	
SECTION
 3.09.

	
 

	
Certain
 Duties and Responsibilities of the Property Trustee

	
 

	
22

	
 


	
SECTION
 3.10.

	
 

	
Certain
 Rights of Property Trustee

	
 

	
24

	
 


	
SECTION
 3.11.

	
 

	
Delaware
 Trustee

	
 

	
27

	
 


	
SECTION
 3.12.

	
 

	
Execution of
 Documents

	
 

	
27

	
 


	
SECTION
 3.13.

	
 

	
Not
 Responsible for Recitals or Issuance of Securities

	
 

	
27

	
 


	
SECTION
 3.14.

	
 

	
Duration of
 Trust

	
 

	
27

	
 


	
SECTION
 3.15.

	
 

	
Mergers

	
 

	
27

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 4

 SPONSOR


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 4.01.

	
 

	
Sponsor’s
 Purchase of Common Securities

	
 

	
29

	
 


	
SECTION
 4.02.

	
 

	
Responsibilities
 of the Sponsor

	
 

	
29

	
 





2







	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 5

 TRUSTEES


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 5.01.

	
 

	
Number of
 Trustees

	
 

	
30

	
 


	
SECTION
 5.02.

	
 

	
Delaware
 Trustee

	
 

	
30

	
 


	
SECTION
 5.03.

	
 

	
Property
 Trustee; Eligibility

	
 

	
30

	
 


	
SECTION
 5.04.

	
 

	
Qualifications
 of Regular Trustees and Delaware Trustee Generally

	
 

	
31

	
 


	
SECTION
 5.05.

	
 

	
Initial
 Trustees

	
 

	
31

	
 


	
SECTION
 5.06.

	
 

	
Appointment,
 Removal and Resignation of Trustees

	
 

	
32

	
 


	
SECTION
 5.07.

	
 

	
Vacancies
 among Trustees

	
 

	
33

	
 


	
SECTION
 5.08.

	
 

	
Effect of
 Vacancies

	
 

	
34

	
 


	
SECTION
 5.09.

	
 

	
Meetings

	
 

	
34

	
 


	
SECTION
 5.10.

	
 

	
Delegation
 of Power

	
 

	
34

	
 


	
SECTION
 5.11.

	
 

	
Merger,
 Conversion, Consolidation or Succession to Business

	
 

	
35

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 6

 DISTRIBUTIONS


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 6.01.

	
 

	
Distributions

	
 

	
35

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 7

 ISSUANCE OF SECURITIES


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 7.01.

	
 

	
General
 Provisions Regarding Securities

	
 

	
35

	
 


	
SECTION
 7.02.

	
 

	
Execution
 and Authentication

	
 

	
36

	
 


	
SECTION
 7.03.

	
 

	
Registrar,
 Paying Agent and Conversion Agent

	
 

	
37

	
 


	
SECTION
 7.04.

	
 

	
Paying Agent
 to Hold Money in Trust

	
 

	
37

	
 


	
SECTION
 7.05.

	
 

	
Outstanding
 Preferred Securities

	
 

	
37

	
 


	
SECTION
 7.06.

	
 

	
Preferred
 Securities in Treasury

	
 

	
38

	
 


	
SECTION
 7.07.

	
 

	
Cancellation

	
 

	
38

	
 


	
SECTION
 7.08.

	
 

	
CUSIP
 Numbers

	
 

	
38

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 8

 TERMINATION OF TRUST


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 8.01.

	
 

	
Termination
 of Trust

	
 

	
38

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 9

 TRANSFER AND EXCHANGE


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 9.01.

	
 

	
General

	
 

	
39

	
 


	
SECTION
 9.02.

	
 

	
Transfer of
 Certificates

	
 

	
40

	
 


	
SECTION
 9.03.

	
 

	
Deemed
 Security Holders

	
 

	
41

	
 


	
SECTION
 9.04.

	
 

	
Book Entry
 Interests

	
 

	
41

	
 


	
SECTION
 9.05.

	
 

	
Notices to
 Clearing Agency

	
 

	
42

	
 





3







	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION 9.06.

	
 

	
Appointment
 of Successor Clearing Agency

	
 

	
42

	
 


	
SECTION
 9.07.

	
 

	
Definitive
 Preferred Security Certificates

	
 

	
42

	
 


	
SECTION
 9.08.

	
 

	
Mutilated,
 Destroyed, Lost or Stolen Certificates

	
 

	
43

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 10

 LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,

 TRUSTEES OR OTHERS


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 10.01.

	
 

	
Liability

	
 

	
43

	
 


	
SECTION
 10.02.

	
 

	
Exculpation

	
 

	
44

	
 


	
SECTION
 10.03.

	
 

	
Fiduciary
 Duty

	
 

	
44

	
 


	
SECTION
 10.04.

	
 

	
Indemnification

	
 

	
45

	
 


	
SECTION
 10.05.

	
 

	
Outside
 Businesses

	
 

	
46

	
 


	
SECTION
 10.06.

	
 

	
Compensation

	
 

	
46

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 11

 ACCOUNTING


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 11.01.

	
 

	
Fiscal Year

	
 

	
46

	
 


	
SECTION
 11.02.

	
 

	
Certain
 Accounting Matters

	
 

	
47

	
 


	
SECTION
 11.03.

	
 

	
Banking

	
 

	
47

	
 


	
SECTION
 11.04.

	
 

	
Withholding

	
 

	
47

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 12

 AMENDMENTS AND MEETINGS


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 12.01.

	
 

	
Amendments

	
 

	
48

	
 


	
SECTION
 12.02.

	
 

	
Meetings of
 the Holders of Securities; Action by Written Consent

	
 

	
50

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 13

 REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 13.01.

	
 

	
Representations
 and Warranties of Property Trustee

	
 

	
51

	
 


	
SECTION
 13.02.

	
 

	
Representations
 and Warranties of Delaware Trustee

	
 

	
52

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE 14

 MISCELLANEOUS


	
 

	
 

	
 

	
 

	
 

	
 


	
SECTION
 14.01.

	
 

	
Notices

	
 

	
53

	
 


	
SECTION
 14.02.

	
 

	
Governing
 Law

	
 

	
54

	
 


	
SECTION
 14.03.

	
 

	
Intention of
 the Parties

	
 

	
54

	
 


	
SECTION
 14.04.

	
 

	
Headings

	
 

	
54

	
 


	
SECTION 14.05.

	
 

	
Successors
 and Assigns

	
 

	
54

	
 


	
SECTION
 14.06.

	
 

	
Partial
 Enforceability

	
 

	
54

	
 


	
SECTION
 14.07.

	
 

	
Counterparts

	
 

	
54

	
 





4







CROSS-REFERENCE TABLE(1)


	
 

	
 

	
 

	
 


	
SECTION OF

TRUST INDENTURE ACT 

	
 

	
SECTION OF

AS AMENDEDDECLARATION 

	
 


	
310

	
 

	
2.01(c)

	
 


	
310(a)

	
 

	
Inapplicable

	
 


	
310(b)

	
 

	
5.03(c),
 5.03(d)

	
 


	
311(a)

	
 

	
2.02(b)

	
 


	
311(b)

	
 

	
2.02(b)

	
 


	
311(c)

	
 

	
Inapplicable

	
 


	
312(a)

	
 

	
Inapplicable

	
 


	
312(b)

	
 

	
2.02(b)

	
 


	
313

	
 

	
2.03

	
 


	
314

	
 

	
2.04

	
 


	
314(a)

	
 

	
3.06(j)

	
 


	
314(b)

	
 

	
Inapplicable

	
 


	
314(c)

	
 

	
2.05

	
 


	
314(d)

	
 

	
Inapplicable

	
 


	
314(f)

	
 

	
Inapplicable

	
 


	
315(a)

	
 

	
Inapplicable

	
 


	
315(c)

	
 

	
Inapplicable

	
 


	
315(d)

	
 

	
Inapplicable

	
 


	
316(a)

	
 

	
Inapplicable

	
 


	
316(c)

	
 

	
3.06(e)

	
 


	
317

	
 

	
2.01(c)

	
 


	
317(b)

	
 

	
3.08(h)

	
 








	
 

	
 

	
 


	
 

	
 


	
(1) This
 Cross-Reference Table does not constitute part of the Declaration and shall
 not affect the interpretation of any of its terms or provisions.





5








AMENDED
AND RESTATED

DECLARATION OF TRUST

OF FBL Financial Group Capital Trust II


____________,_____


          AMENDED
AND RESTATED DECLARATION OF TRUST (“Declaration”) dated and effective as of
[_______], by the undersigned Trustees, FBL Financial Group, Inc., an Iowa
corporation as Sponsor, and by the holders, from time to time, of undivided
beneficial interests in the Trust issued pursuant to this Declaration;


          WHEREAS,
the Trustees (but not the Property Trustee) and the Sponsor established FBL Financial
Group Capital Trust II, a trust (the “Trust”) under the Statutory Trust Act
pursuant to a Declaration of Trust dated as of August 20, 2009 (the “Original
Declaration”) and a Certificate of Trust dated August 20, 2009 filed with the
Secretary of State of Delaware, for the sole purpose of issuing and selling
certain securities representing undivided beneficial interests in the assets of
the Trust and investing the proceeds thereof in certain Debentures of the
Debenture Issuer;


          WHEREAS,
as of the date hereof, no interests in the Trust have been issued;


          WHEREAS,
all of the Trustees and the Sponsor, by this Declaration, amend and restate
each and every term and provision of the Original Declaration; and


          NOW,
THEREFORE, it being the intention of the parties hereto to continue the Trust
as a statutory trust under the Statutory Trust Act and that this Declaration
constitute the governing instrument of such statutory trust, the Trustees
declare that all assets contributed to the Trust will be held in trust for the
benefit of the holders, from time to time, of the securities representing
undivided beneficial interests in the assets of the Trust issued hereunder,
subject to the provisions of this Declaration.


ARTICLE 1

INTERPRETATION AND DEFINITIONS


SECTION 1.01. DEFINITIONS.


          Unless
the context otherwise requires:


	
 

	
 

	
 


	
 

	
(a) Capitalized terms used
 in this Declaration but not defined in the preamble above have the respective
 meanings assigned to them in this Section 1.01;


	
 

	
 

	
 


	
 

	
(b) a term defined
 anywhere in this Declaration has the same meaning throughout;


	
 

	
 

	
 


	
 

	
(c) all references to “the
 Declaration” or “this Declaration” are to this Declaration as modified,
 supplemented or amended from time to time;





6







	
 

	
 

	
 


	
 

	
(d) all references in this
 Declaration to Articles and Sections and Exhibits are to Articles and
 Sections of and Exhibits to this Declaration unless otherwise specified;


	
 

	
 

	
 


	
 

	
(e) a term defined in the
 Trust Indenture Act has the same meaning when used in this Declaration unless
 otherwise defined in this Declaration or unless the context otherwise
 requires; and


	
 

	
 

	
 


	
 

	
(f) a reference to the
 singular includes the plural and vice versa.





          “Affiliate”
has the same meaning as given to that term in Rule 405 of the Securities Act or
any successor rule thereunder.


          “Agent”
means any Registrar, Paying Agent, Conversion Agent or co-registrar.


          “Authorized
Officer” of a Person means any Person that is authorized to bind such Person.


          “Book
Entry Interest” means a beneficial interest in a Global Certificate, ownership
and transfers of which shall be maintained and made through book entries by a
Depositary as described in Section 9.04.


          “Business
Day” means any day other than a Saturday, Sunday or a day on which banking
institutions in New York, New York, or Des Moines, IA, or Wilmington, DE are
authorized or required by law to close.


          “Certificate”
means a certificate in global or definitive form representing a Common Security
or a Preferred Security.


          “Clearing
Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act which is acting as a securities depository with
respect to the Preferred Securities. The Depository Trust Company will be the
initial Clearing Agency.


          “Closing
Date” means [______].


          “Code”
means the Internal Revenue Code of 1986, as amended, or any successor
legislation.


          “Commission”
means the Securities and Exchange Commission.


          “Common
Securities” has the meaning set forth in Section 7.01(a).


          “Common
Securities Guarantee” means the guarantee agreement to be dated as of [______],
of the Sponsor in respect of the Common Securities.


          “Conversion
Agent” shall have the meaning set forth in Section 7.03.


7







          “Covered
Person” means: (a) any officer, director, shareholder, partner, member,
representative, employee or agent of (i) the Trust or (ii) the Trust’s
Affiliates; and (b) any Holder of Securities.


          “Debenture
Issuer” means the Sponsor in its capacity as issuer of the Debentures.


          “Debenture
Trustee” means U.S. Bank National Association, as trustee under the Senior
Indenture (as defined in the definition of “Indenture” herein) until a
successor is appointed thereunder, and thereafter means such successor trustee
or U.S. Bank National Association, as trustee under the Subordinated Indenture
(as defined in the definition of “Indenture” herein) until a successor is
appointed thereunder, and thereafter means such successor trustee.


          “Debentures”
means the series of Debentures to be issued by the Debenture Issuer under the
Indenture to be held by the Property Trustee.


          “Definitive
Preferred Securities” means the Preferred Securities in definitive form issued
by the Trust.


          “Definitive
Preferred Security Certificate” has the meaning set forth in Section 9.04.


          “Delaware
Trustee” has the meaning set forth in Section 5.02.


          “Depositary”
means The Depository Trust Company, the initial Clearing Agency.


          “Distribution”
means a distribution payable to Holders of Securities in accordance with
Section 6.01.


          “Event
of Default” in respect of the Securities means an Event of Default (as defined
in the Indenture) has occurred and is continuing in respect of the Debentures.


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


          “Fiscal
Year” has the meaning set forth in Section 11.01.


          “Global
Certificate” has the meaning set forth in Section 9.04.


          “Holder”
means a Person in whose name a Certificate representing a Security is
registered, such Person being a beneficial owner within the meaning of the
Statutory Trust Act.


          “Indemnified
Person” means (a) any Trustee; (b) any Affiliate of any Trustee; (c) any
officers, directors, shareholders, members, partners, employees,
representatives or agents of any Trustee; or (d) any employee or agent of the
Trust or its Affiliates.


          “Indenture”
means either the Senior Indenture dated as of [____], between the Debenture
Issuer and U.S. Bank National Association, as trustee, and any indenture
supplemental thereto pursuant to which the Debentures are to be issued (the
“Senior Indenture”), or the Subordinated


8







Indenture,
dated as of [_____], between the Debenture Issuer and U.S. Bank National
Association, as trustee, and any indenture supplemental thereto pursuant to
which the Debentures are to be issued(the “Subordinated Indenture”).


          “Investment
Company” means an investment company as defined in the Investment Company Act.


          “Investment
Company Act” means the Investment Company Act of 1940, as amended, or any
successor legislation.


          “Investment
Company Event” means that the Regular Trustees shall have received an opinion
of a nationally recognized independent counsel experienced in practice under
the Investment Company Act to the effect that, as a result of the occurrence of
a change in law or regulation or a written change in interpretation or
application of law or regulation by any legislative body, court, governmental
agency or regulatory authority (a “Change in 1940 Act Law”), there is a more
than an insubstantial risk that the Trust is or will be considered an
Investment Company which is required to be registered under the Investment
Company Act, which Change in 1940 Act Law becomes effective on or after the
date of the issuance of the Preferred Securities.


          “Legal
Action” has the meaning set forth in Section 3.06(g).


          “List
of Holders” has the meaning set forth in Section 2.02.


          “Majority
in liquidation preference of the Securities” means, except as provided in the
terms of the Preferred Securities and by the Trust Indenture Act, Holders of
outstanding Securities voting together as a single class or, as the context may
require, Holders of outstanding Preferred Securities or Holders of outstanding
Common Securities voting separately as a class, who are the record owners of
more than 50% of the aggregate liquidation preference (including the stated
amount that would be paid on redemption, liquidation or otherwise, plus accrued
and unpaid Distributions to the date upon which the voting percentages are
determined) of all outstanding Securities of the relevant class.


          “Ministerial
Action” has the meaning set forth in the terms of the Securities as set forth
in Annex I.


          “Officers’
Certificate” means, with respect to any Person (other than any Trustee that is
a natural person), a certificate signed by two Authorized Officers of such
Person. Any Officers’ Certificate delivered with respect to compliance with a
condition or covenant provided for in this Declaration shall include:


	
 

	
 

	
 


	
 

	
(a) a statement that each officer signing the Certificate has read the
 covenant or condition and the definition relating thereto;


	
 

	
 

	
 


	
 

	
(b) a brief statement of the nature and scope of the examination or
 investigation undertaken by each officer in rendering the Certificate;





9







	
 

	
 

	
 


	
 

	
(c) a statement that each such officer has made such examination or
 investigation as, in such officer’s opinion, is necessary to enable such
 officer to express an informed opinion as to whether or not such covenant or
 condition has been complied with; and


	
 

	
 

	
 


	
 

	
(d) a statement as to whether, in the opinion of each such officer,
 such condition or covenant has been complied with; provided, that the term
 “Officer’s Certificate,” when used with reference to the Regular Trustees who
 are natural persons shall mean a certificate signed by two of the Regular
 Trustees which otherwise satisfies the foregoing requirements.





          “Participant”
means a broker, dealer, bank, other financial institution or other Person for
whom from time to time a Clearing Agency effects book-entry transfers and
pledges or securities deposited with the Clearing Agency.


          “Paying
Agent” has the meaning specified in Section 7.03.


          “Payment
Amount” has the meaning specified in Section 6.01.


          “Person”
means a legal person, including any individual, corporation, estate,
partnership, joint venture, association, joint stock company, limited liability
company, trust, unincorporated association, or government or any agency or
political subdivision thereof, or any other entity of whatever nature.


          “Preferred
Securities Guarantee” means the guarantee agreement to be dated as of [______],
of the Sponsor in respect of the Preferred Securities.


          “Preferred
Securities” has the meaning specified in Section 7.01(a).


          “Preferred
Security Beneficial Owner” means, with respect to a Book Entry Interest, a
Person who is the beneficial owner of such Book Entry Interest, as reflected on
the books of the Depositary, or on the books of a Person maintaining an account
with such Depositary (directly as a Participant or as an indirect participant,
in each case in accordance with the rules of such Depositary).


          “Property
Trustee” means the Trustee meeting the eligibility requirements set forth in
Section 5.03.


          “Property
Trustee Account” has the meaning set forth in Section 3.08(c).


          “Prospectus
Supplement”, as used in Annex I hereto, means the prospectus supplement, dated
as of [_____], relating to the issuance and sale by the Trust of Preferred
Securities.


          “Quorum”
means a majority of the Regular Trustees or, if there are only two Regular
Trustees, both of them.


10







          “Registrar”
has the meaning set forth in Section 7.03.


          “Regular
Trustee” means any Trustee other than the Property Trustee and the Delaware
Trustee.


          “Related
Party” means, with respect to the Sponsor, any direct or indirect wholly owned
subsidiary of the Sponsor or any other Person that owns, directly or
indirectly, 100% of the outstanding voting securities of the Sponsor.


          “Responsible
Officer” means, with respect to the Property Trustee, any vice-president, any
assistant vice-president, the treasurer, any assistant treasurer, any trust
officer or assistant trust officer or any other officer in the Corporate Trust
Department of the Property Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of that officer’s knowledge of and familiarity with
the particular subject.


          “Securities”
means the Common Securities and the Preferred Securities.


          “Securities
Act” means the Securities Act of 1933, as amended, or any successor
legislation.


          “Securities
Custodian” means the custodian with respect to the Global Preferred Security
and any other Preferred Security in global form.


          “66-2/3%
in liquidation preference of the Securities” means, except as provided in the
terms of the Preferred Securities and by the Trust Indenture Act, Holders of
outstanding Securities voting together as a single class or, as the context may
require, Holders of Preferred Securities or Holders of outstanding Common Securities
voting separately as a class, representing at least 66-2/3% of the aggregate
liquidation preference (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions, to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.


          “Sponsor”
means FBL Financial Group, Inc., an Iowa corporation, or any successor entity
in a merger, consolidation or amalgamation, in its capacity as sponsor of the
Trust.


          “Statutory
Trust Act” means Chapter 38 of Title 12 of the Delaware Code, 12 Del. Code
Section 3801 et seq., as it may be amended from time to time.


          “Successor
Delaware Trustee” has the meaning set forth in Section 5.06(c).


          “Successor
Entity” has the meaning set forth in Section 3.15(b)(i).


          “Successor
Property Trustee” has the meaning set forth in Section 5.06(b).


11







          “Successor
Securities” has the meaning set forth in Section 3.15(b)(i)(B).


          “Super
Majority” has the meaning set forth in Section 2.06(a)(ii).


          “Tax
Event” means the Regular Trustees shall have received an opinion of nationally
recognized independent tax counsel experienced in such matters to the effect
that, as a result of (a) any amendment to, or change (including any announced
prospective change) in, the laws (or any regulations thereunder) of the United
States or any political subdivision or taxing authority thereof or therein or
(b) any amendment to or change in an interpretation or application of such laws
or regulations, there is more than an insubstantial risk that (i) the Trust
would be subject to United States federal income tax with respect to income
accrued or received on the Subordinated Debt Securities, (ii) interest payable
to the Trust on the Subordinated Debt Securities would not be deductible by the
Debenture Issuer for United States federal income tax purposes or (iii) the
Trust would be subject to more than a de minimis amount of other taxes, duties
or other governmental charges.


          “10%
in liquidation preference of the Securities” means, except as provided in the
terms of the Preferred Securities or by the Trust Indenture Act, Holders of
outstanding Securities voting together as a single class or, as the context may
require, Holders of outstanding Preferred Securities or Holders of outstanding
Common Securities, voting separately as a class, representing 10% of the
aggregate liquidation preference (including the stated amount that would be
paid on redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to the date upon which the voting percentages are determined) of
all outstanding Securities of the relevant class.


          “Treasury
Regulations” means the income tax regulations, including temporary and proposed
regulations, promulgated under the Code by the United States Treasury, as such
regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).


          “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, or any
successor legislation.


          “Trustee”
or “Trustees” means each Person who has signed this Declaration as a trustee,
so long as such Person shall continue in office in accordance with the terms
hereof, and all other Persons who may from time to time be duly appointed,
qualified and serving as Trustees in accordance with the provisions hereof, and
references herein to a Trustee or the Trustees shall refer to such Person or
Persons solely in their capacity as trustees hereunder.


ARTICLE 2

TRUST INDENTURE ACT


SECTION 2.01. TRUST
INDENTURE ACT; APPLICATION.


12







	
 

	
 

	
 


	
 

	
          (a) This
 Declaration is subject to the provisions of the Trust Indenture Act that are
 required to be part of this Declaration, which are incorporated by reference
 in and made part of this Indenture and shall, to the extent applicable, be
 governed by such provisions.


	
 

	
 

	
 


	
 

	
          (b) The
 Property Trustee shall be the only Trustee which is a Trustee for the
 purposes of the Trust Indenture Act.


	
 

	
 

	
 


	
 

	
          (c) If and
 to the extent that any provision of this Declaration limits, qualifies or
 conflicts with the duties imposed by Sections 310 to 317, inclusive, of the
 Trust Indenture Act, such imposed duties shall control.


	
 

	
 

	
 


	
 

	
          (d) The
 application of the Trust Indenture Act to this Declaration shall not affect
 the nature of the Securities as equity securities representing undivided
 beneficial interests in the assets of the Trust.


	
 

	
 

	
 


	
SECTION 2.02. LISTS OF HOLDERS OF SECURITIES.


	
 

	
 

	
 


	
 

	
          (a) Each of
 the Sponsor and the Regular Trustees on behalf of the Trust shall provide the
 Property Trustee (i) within 15 days after each record date for payment of
 Distributions, a list, in such form as the Property Trustee may reasonably
 require, of the names and addresses of the Holders of the Securities (“List
 of Holders”) as of such record date, provided that neither the Sponsor nor
 the Regular Trustees on behalf of the Trust shall be obligated to provide
 such List of Holders at any time the List of Holders does not differ from the
 most recent List of Holders given to the Property Trustee by the Sponsor and
 the Regular Trustees on behalf of the Trust, and (ii) at any other time,
 within 30 days of receipt by the Trust of a written request for a List of
 Holders as of a date no more than 15 days before such List of Holders is
 given to the Property Trustee. The Property Trustee shall preserve, in as
 current a form as is reasonably practicable, all information contained in
 Lists of Holders given to it or which it receives in the capacity as Paying
 Agent (if acting in such capacity) provided that the Property Trustee may
 destroy any List of Holders previously given to it on receipt of a new List
 of Holders.


	
 

	
 

	
 


	
 

	
          (b) The
 Property Trustee shall comply with its obligations under Sections 311(a),
 311(b) and 312(b) of the Trust Indenture Act.





SECTION
2.03. REPORTS BY THE PROPERTY TRUSTEE.


          Within
60 days after May 15 of each year, commencing [___], the Property Trustee shall
provide to the Holders of the Preferred Securities such reports, if any, as are
required by Section 313 of the Trust Indenture Act in the form and in the
manner provided by Section 313 of the Trust Indenture Act. The Property Trustee
shall also comply with the requirements of Section 313(d) of the Trust
Indenture Act.


SECTION
2.04. PERIODIC REPORTS TO PROPERTY TRUSTEE.


13








          Each of the
Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information (if any) as required
by Section 314 of the Trust Indenture Act and the compliance certificate required
by Section 314 of the Trust Indenture Act in the form, in the manner and at the
times required by Section 314 of the Trust Indenture Act.


SECTION 2.05. EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.


          Each of the
Sponsor and the Regular Trustees on behalf of the Trust shall provide to the
Property Trustee such evidence of compliance with any conditions precedent, if
any, provided for in this Declaration that relate to any of the matters set
forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion
required to be given by an officer pursuant to Section 314(c)(1) of the Trust
Indenture Act may be given in the form of an Officers’ Certificate.


SECTION 2.06.
EVENTS OF DEFAULT; WAIVER.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (a) The
 Holders of a Majority in liquidation preference of Preferred Securities may,
 by vote, on behalf of the Holders of all of the Preferred Securities, waive
 any past Event of Default in respect of the Preferred Securities and its
 consequences, provided that, if the underlying Event of Default under the
 Indenture:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) is
 not waivable under the Indenture, the Event of Default under the Declaration
 shall also not be waivable; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 requires the consent or vote of greater than a majority in principal amount
 of the holders of the Debentures (a “Super Majority”) to be waived under the
 Indenture, the Event of Default under the Declaration may only be waived by
 the vote of the Holders of at least the proportion in liquidation preference
 of the Preferred Securities that the relevant Super Majority represents of
 the aggregate principal amount of the Debentures outstanding.

 


          The
foregoing provisions of this Section 2.06(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the
Preferred Securities arising therefrom shall be deemed to have been cured, for
every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or an Event of Default with respect to the
Preferred Securities or impair any right consequent thereon. Any waiver by the
Holders of the Preferred Securities of an Event of Default with respect to the
Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Common Securities of any such Event of Default with respect to the
Common Securities for all purposes of this Declaration without any further act,
vote, or consent of the Holders of the Common Securities.


	
  

 	
  

 
	
  

 	
           (b) The
 Holders of a Majority in liquidation preference of the Common Securities may,
 by vote, on behalf of the Holders of all of the Common Securities, waive any
 past

 


14










	
  

 	
  

 
	
  

 	
 Event of Default with respect to the Common Securities and its
 consequences, provided that, if the underlying Event of Default under the
 Indenture:

 






	
  

 	
  

 	
           (i) is
 not waivable under the Indenture, except where the Holders of the Common
 Securities are deemed to have waived such Event of Default under the
 Declaration as provided below in this Section 2.06(b), the Event of Default
 under the Declaration shall also not be waivable; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 requires the consent or vote of a Super Majority to be waived, except where
 the Holders of the Common Securities are deemed to have waived such Event of
 Default under the Declaration as provided below in this Section 2.06(b), the
 Event of Default under the Declaration may only be waived by the vote of the
 Holders of at least the proportion in liquidation preference of the Preferred
 Securities that the relevant Super Majority represents of the aggregate
 principal amount of the Debentures outstanding; provided further, each Holder
 of Common Securities will be deemed to have waived any such Event of Default
 and all Events of Default with respect to the Common Securities and its
 consequences until all Events of Default with respect to the Preferred
 Securities have been cured, waived or otherwise eliminated, and until such
 Events of Default have been so cured, waived or otherwise eliminated, the
 Property Trustee will be deemed to be acting solely on behalf of the Holders
 of the Preferred Securities and only the Holders of the Preferred Securities
 will have the right to direct the Property Trustee in accordance with the
 terms of the Securities. The foregoing provisions of this Section 2.06(b)
 shall be in lieu of Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
 Indenture Act and such Sections 316(a)(1)(A) and 316(a)(1)(B) of the Trust
 Indenture Act are hereby expressly excluded from this Declaration and the
 Securities, as permitted by the Trust Indenture Act. Subject to the foregoing
 provisions of this Section 2.06(b), upon such waiver, any such default shall
 cease to exist and any Event of Default with respect to the Common Securities
 arising therefrom shall be deemed to have been cured for every purpose of this
 Declaration, but no such waiver shall extend to any subsequent or other
 default or Event of Default with respect to the Common Securities or impair
 any right consequent thereon.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (c) A
 waiver of an Event of Default under the Indenture by the Property Trustee at
 the direction of the Holders of the Preferred Securities, constitutes a
 waiver of the corresponding Event of Default under this Declaration. The
 foregoing provisions of this Section 2.06(c) shall be in lieu of Section
 316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
 Trust Indenture Act is hereby expressly excluded from this Declaration and
 the Securities, as permitted by the Trust Indenture Act.

 
	
  

 	
  

 
	
  

 	
 SECTION 2.07. EVENT OF DEFAULT; NOTICE.

 
	
  

 	
  

 
	
  

 	
           (a) The
 Property Trustee shall, within 90 days after the occurrence of an Event of
 Default, transmit by mail, first class postage prepaid, to the Holders of the
 Securities, notices of all defaults with respect to the Securities known to
 the Property

 


15










	
  

 	
  

 	
  

 
	
  

 	
 Trustee, unless such defaults have been cured before the giving of
 such notice (the term “defaults” for the purposes of this Section 2.07(a)
 being hereby defined to be an Event of Default as defined in the Indenture,
 not including any periods of grace provided for therein and irrespective of
 the giving of any notice provided therein); provided that, except for a
 default in the payment of principal of (or premium, if any) or interest on
 any of the Debentures or in the payment of any sinking fund installment
 established for the Debentures, the Property Trustee shall be protected in
 withholding such notice if and so long as the board of directors, the
 executive committee, or a trust committee of directors and/or Responsible
 Officers of the Property Trustee in good faith determines that the
 withholding of such notice is in the interests of the Holders of the
 Securities.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) any
 default as to which the Property Trustee shall have received written notice
 or of which a Responsible Officer charged with the administration of the
 Declaration shall have actual knowledge.

 


ARTICLE 3

ORGANIZATION


SECTION 3.01. NAME.


          The Trust
continued hereby and as set forth in the Certificate of Trust filed on August
21, 2009 with the Delaware Secretary of State is named “FBL Financial Group
Capital Trust II,” as such name may be modified from time to time by the
Regular Trustees following written notice to the Holders of Securities, the
Property Trustee and the Delaware Trustee. The Trust’s activities may be
conducted under the name of the Trust or any other name deemed advisable by the
Regular Trustees.


SECTION 3.02. OFFICE.


          The address
of the principal office of the Trust is c/o FBL Financial Group, Inc., 5400
University Avenue, West Des Moines, Iowa 50266. On ten Business Days written
notice to the Holders of Securities, the Property Trustee and the Delaware
Trustee, the Regular Trustees may designate another principal office.


SECTION 3.03. PURPOSE.


          The exclusive purposes and functions of the Trust are, and the Trust
shall have the power and authority (a) to issue and sell Securities and use the
proceeds from such sale to acquire the Debentures, and (b) except as otherwise
limited herein, to engage in only those other activities


16






necessary, or incidental thereto. The Trust shall not borrow money,
issue debt or reinvest proceeds derived from investments, pledge any of its
assets, or otherwise undertake (or permit to be undertaken) any activity that
would cause the Trust not to be classified for United States federal income tax
purposes as a grantor trust.


SECTION 3.04. AUTHORITY.


          Subject to
the limitations provided in this Declaration and to the specific duties of the
Property Trustee, the Regular Trustees shall have exclusive and complete
authority to carry out the purposes of the Trust. An action taken by the
Regular Trustees in accordance with their powers shall constitute the act of
and serve to bind the Trust and an action taken by the Property Trustee in
accordance with its powers shall constitute the act of and serve to bind the
Trust. In dealing with the Trustees acting on behalf of the Trust, no person
shall be required to inquire into the authority of the Trustees to bind the
Trust. Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Trustees as set forth in this Declaration.


SECTION 3.05. TITLE TO PROPERTY OF THE TRUST.


Except as provided in Section 3.08 with respect to the Debentures and
the Property Trustee Account or as otherwise provided in this Declaration,
legal title to all assets of the Trust shall be vested in the Trust. The
Holders shall not have legal title to any part of the assets of the Trust, but
shall have an undivided beneficial interest in the assets of the Trust.


SECTION 3.06. POWERS AND DUTIES OF THE REGULAR TRUSTEES.


          The Regular
Trustees shall have the exclusive power, duty and authority to cause the Trust
to engage in the following activities:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (a) to
 issue and sell the Securities in accordance with this Declaration; provided,
 however, that the Trust may issue no more than one series of Preferred
 Securities and no more than one series of Common Securities, and, provided
 further, that there shall be no interests in the Trust other than the
 Securities, and the issuance of Securities shall be limited to the
 simultaneous issuance of both Preferred Securities and Common Securities on
 the Closing Date;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (b) in
 connection with the issue and sale of the Preferred Securities, at the
 direction of the Sponsor, to (and all such filings or deliveries previously
 filed or delivered are hereby ratified):

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 execute and file with the Commission, at such time as determined by the
 Sponsor, a registration statement filed on Form S-3 prepared by the Sponsor,
 including any amendments thereto in relation to the Preferred Securities and
 to take any other action relating to the registration and sale of the
 Preferred Securities under federal and state securities laws;

 


17










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 execute and file any documents prepared by the Sponsor, or take any acts as
 determined by the Sponsor to be necessary in order to qualify or register all
 or part of the Preferred Securities in any State or foreign jurisdiction in
 which the Sponsor has determined to qualify or register such Preferred
 Securities for sale;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 execute and file an application, prepared by or on behalf of the Sponsor, at
 such time as determined by the Sponsor, to the New York Stock Exchange or any
 other national stock exchange or the Nasdaq National Market for listing or
 quotation of the Preferred Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv)
 execute and deliver letters, documents, or instruments with The Depository
 Trust Company and other Clearing Agencies relating to the Preferred
 Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v)
 execute and file with the Commission, at such time as determined by the
 Sponsor, a registration statement on Form 8-A, including any amendments
 thereto, prepared by the Sponsor relating to the registration of the
 Preferred Securities under Section 12(b) of the Exchange Act; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi)
 execute and enter into the purchase agreement, underwriting agreements,
 registration rights agreement and other related agreements providing for the
 sale of the Preferred Securities as approved by the Sponsor pursuant to
 Section 4.02(e);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (c) to
 acquire the Debentures with the proceeds of the sale of the Securities;
 provided, however, that the Regular Trustees shall cause legal title to the
 Debentures to be held of record in the name of the Property Trustee for the
 benefit of the Holders of the Preferred Securities and the Holders or Common
 Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (d) to
 give the Sponsor and the Property Trustee prompt written notice of the
 occurrence of a Tax Event or Investment Company Event; provided that the
 Regular Trustees shall consult with the Sponsor and the Property Trustee
 before taking or refraining from taking any Ministerial Action in relation to
 a Tax Event or Investment Company Event;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (e) to
 establish a record date with respect to all actions to be taken hereunder
 that require a record date be established, including and with respect to, for
 the purposes of Section 316(c) of the Trust Indenture Act, Distributions,
 voting rights, redemptions and exchanges, and to issue relevant notices to
 the Holders of Preferred Securities and Holders of Common Securities as to
 such actions and applicable record dates;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (f) to
 take all actions and perform such duties as may be required of the Regular
 Trustees pursuant to the terms of the Securities;

 


18










	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (g) to
 bring or defend, pay, collect, compromise, arbitrate, resort to legal action,
 or otherwise adjust claims or demands of or against the Trust (“Legal
 Action”), unless pursuant to Section 3.08(e), the Property Trustee has the
 exclusive power to bring such Legal Action;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (h) to
 employ or otherwise engage employees and agents (who may be designated as
 officers with titles) and managers, contractors, advisors, and consultants
 and pay reasonable compensation for such services;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (i) to
 cause the Trust to comply with the Trust’s obligations under the Trust
 Indenture Act;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (j) to
 give the certificate required by Section 314(a)(4) of the Trust Indenture Act
 to the Property Trustee, which certificate may be executed by any Regular
 Trustee;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (k) to
 incur expenses that are necessary or incidental to carry out any of the
 purposes of the Trust;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (l) to
 act as, or appoint another Person to act as, registrar and transfer agent for
 the Securities;

 
	
  

 	
  

 
	
  

 	
           (m) to
 give prompt written notice to the Holders of the Securities of any notice
 received from the Debenture Issuer of its election (i) to defer payments of
 interest on the Debentures by extending the interest payment period under the
 Indenture or (ii) to extend the scheduled maturity date on the Debentures;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (n) to
 take all action that may be necessary or appropriate for the preservation and
 the continuation of the Trust’s valid existence, rights, franchises and
 privileges as a statutory trust under the laws of the State of Delaware and
 of each other jurisdiction in which such existence is necessary to protect
 the limited liability of the Holders of the Preferred Securities or to enable
 the Trust to effect the purposes for which the Trust was created;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (o) to
 take any action, not inconsistent with this Declaration or with applicable
 law, that the Regular Trustees determine in their discretion to be necessary
 or desirable in carrying out the activities of the Trust as set out in this
 Section 3.06, including, but not limited to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 causing the Trust not to be deemed to be an Investment Company required to be
 registered under the Investment Company Act;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 causing the Trust to be classified for United States federal income tax
 purposes as a grantor trust; and

 


19










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 cooperating with the Debenture Issuer to ensure that the Debentures will be
 treated as indebtedness of the Debenture Issuer for United States federal
 income tax purposes, provided that such action does not adversely affect the
 interests of Holders; and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (p) to
 take all action necessary to cause all applicable tax returns and tax
 information reports that are required to be filed with respect to the Trust
 to be duly prepared and filed by the Regular Trustees, on behalf of the Trust;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (q) to
 execute all documents or instruments, perform all duties and powers, and do
 all things for and on behalf of the Trust in all matters necessary or
 incidental to the foregoing.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 



          The Regular
Trustees must exercise the powers set forth in this Section 3.06 in a manner
that is consistent with the purposes and functions of the Trust set out in
Section 3.03, and the Regular Trustees shall not take any action that is
inconsistent with the purposes and functions of the Trust set forth in Section
3.03.


          Subject to
this Section 3.06, the Regular Trustees shall have none of the powers or the
authority of the Property Trustee set forth in Section 3.08.


SECTION 3.07.
PROHIBITION OF ACTIONS BY THE TRUST AND THE TRUSTEES.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (a)
 The Trust shall not, and the Trustees (including the Property Trustee) shall
 not, engage in any activity other than as required or authorized by this
 Declaration. In particular, the Trust shall not and the Trustees (including
 the Property Trustee) shall cause the Trust not to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) invest
 any proceeds received by the Trust from holding the Debentures, but shall
 distribute all such proceeds to Holders of Securities pursuant to the terms
 of this Declaration and of the Securities;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) acquire
 any assets other than as expressly provided herein;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 possess Trust property for other than a Trust purpose;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv) make
 any loans or incur any indebtedness other than loans represented by the
 Debentures;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v) possess
 any power or otherwise act in such a way as to vary the Trust assets or the
 terms of the Securities in any way whatsoever;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi) issue
 any securities or other evidences of beneficial ownership of, or beneficial
 interest in, the Trust other than the Securities; or

 


20










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vii) other
 than as provided in this Declaration or Annex I hereto, (A) direct the time,
 method and place of exercising any trust or power conferred upon the
 Debenture Trustee with respect to the Debentures, (B) waive any past default
 that is waivable under the Indenture, (C) exercise any right to rescind or
 annul any declaration that the principal of all the Debentures shall be due
 and payable, or (D) consent to any amendment, modification or termination of
 the Indenture or the Debentures where such consent shall be required unless
 the Trust shall have received an opinion of counsel to the effect that such
 modification will not cause more than an insubstantial risk that for United
 States Federal income tax purposes the Trust will not be classified as a
 grantor trust or partnership.

 



SECTION 3.08.
POWERS AND DUTIES OF THE PROPERTY TRUSTEE.


	
  

 	
  

 	
  

 
	
  

 	
           (a) The
 legal title to the Debentures shall be owned by and held of record in the
 name of the Property Trustee in trust for the benefit of the Holders of the
 Securities. The right, title and interest of the Property Trustee to the
 Debentures shall vest automatically in each Person who may hereafter be
 appointed as Property Trustee in accordance with Section 5.06. To the fullest
 extent permitted by law, such vesting and cessation of title shall be
 effective whether or not conveyancing documents with regard to the Debentures
 have been executed and delivered.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b) The
 Property Trustee shall not transfer its right, title and interest in the
 Debentures to the Regular Trustees or to the Delaware Trustee (if the
 Property Trustee does not also act as Delaware Trustee).

 
	
  

 	
  

 	
  

 
	
  

 	
           (c) The
 Property Trustee shall:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 establish and maintain a segregated non-interest bearing trust account (the
 “Property Trustee Account”) in the name of and under the exclusive control of
 the Property Trustee on behalf of the Holders of the Securities and, upon the
 receipt of payments of funds made in respect of the Debentures held by the
 Property Trustee, deposit such funds into the Property Trustee Account and
 make payments to the Holders of the Preferred Securities and Holders of the
 Common Securities from the Property Trustee Account in accordance with
 Section 6.01. Funds in the Property Trustee Account shall be held uninvested
 until disbursed in accordance with this Declaration;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 engage in such ministerial activities as so directed in writing by the
 Regular Trustees and as shall be necessary or appropriate to effect the
 redemption of the Preferred Securities and the Common Securities to the
 extent the Debentures are redeemed or mature; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 upon notice of distribution issued by the Regular Trustees in accordance with
 the terms of the Securities, engage in such ministerial activities as so
 directed in writing by the Regular Trustees as shall be necessary 

 


21










	
  

 	
  

 	
  

 
	
  

 	
  

 	
 or appropriate to effect the distribution of the Debentures to
 Holders of Securities upon the occurrence of certain special events (as may
 be defined in the terms of the Securities) arising from a change in law or a
 change in legal interpretation or other specified circumstances pursuant to
 the terms of the Securities.

 
	
  

 	
  

 	
  

 
	
  

 	
           (d) The
 Property Trustee shall take all actions and perform such duties as may be
 specifically required of the Property Trustee pursuant to the terms of the
 Securities.

 
	
  

 	
  

 	
  

 
	
  

 	
           (e) The
 Property Trustee shall take any Legal Action which arises out of or in
 connection with an Event of Default of which a Responsible Officer has actual
 knowledge or the Property Trustee’s duties and obligations under this
 Declaration or the Trust Indenture Act.

 
	
  

 	
  

 	
  

 
	
  

 	
           (f) The
 Property Trustee shall only resign as a Trustee in accordance with Section
 5.06(d).

 
	
  

 	
  

 	
  

 
	
  

 	
           (g) The
 Property Trustee shall have the legal power to exercise all of the rights,
 powers and privileges of a holder of Debentures under the Indenture and, if
 an Event of Default actually known to a Responsible Officer occurs and is
 continuing, the Property Trustee shall, for the benefit of Holders of the
 Securities, enforce its rights as holder of the Debentures subject to the
 rights of the Holders pursuant to the terms of such Securities.

 
	
  

 	
  

 
	
  

 	
           (h) The
 Property Trustee will act as Paying Agent and Registrar to pay Distributions,
 redemption payments or liquidation payments on behalf of the Trust with
 respect to all securities and any such Paying Agent shall comply with Section
 317(b) of the Trust Indenture Act. Any Paying Agent may be removed by the
 Property Trustee at any time and a successor Paying Agent or additional
 Paying Agents may be appointed at any time by the Property Trustee.

 
	
  

 	
  

 
	
  

 	
           (i)
 Subject to this Section 3.08, the Property Trustee shall have none of the
 duties, liabilities, powers or the authority of the Regular Trustees set
 forth in Section 3.06. The Property Trustee must exercise the powers set
 forth in this Section 3.08 in a manner that is consistent with the purposes
 and functions of the Trust set out in Section 3.03, and the Property Trustee
 shall not take any action that is inconsistent with the purposes and
 functions of the Trust set out in Section 3.03.

 
	
  

 	
  

 
	
 SECTION 3.09. CERTAIN DUTIES AND RESPONSIBILITIES OF THE PROPERTY
 TRUSTEE.

 
	
  

 	
  

 
	
  

 	
           (a) The
 Property Trustee, before the occurrence of any Event of Default and after the
 curing of all Events of Default that may have occurred, shall undertake to
 perform only such duties as are specifically set forth in this Declaration
 and no implied covenants shall be read into this Declaration against the
 Property Trustee. In case an Event of Default has occurred (that has not been
 cured or waived pursuant to Section 2.06), the Property Trustee shall
 exercise such of the rights and powers vested in it by this

 


22










	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Declaration, and use the same degree of care and skill in their
 exercise, as a prudent person would exercise or use under the circumstances
 in the conduct of his or her own affairs.

 
	
  

 	
  

 
	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (B) in
 the absence of bad faith on the part of the Property Trustee, the Property
 Trustee may conclusively rely, as to the truth of the statements and the
 correctness of the opinions expressed therein, upon any certificates or
 opinions furnished to the Property Trustee and conforming to the requirements
 of this Declaration; but in the case of any such certificates or opinions
 that by any provision hereof are specifically required to be furnished to the
 Property Trustee, the Property Trustee shall be under a duty to examine the
 same to determine whether or not they conform to the requirements of this
 Declaration (but need not confirm or investigate the accuracy of mathematical
 calculations or other facts stated therein, unless specifically required by
 this Declaration);

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 
	
  

 	
  

 	
           (iii) the
 Property Trustee shall not be liable with respect to any action taken or
 omitted to be taken by it in good faith in accordance with the direction of
 the Holders of not less than a Majority in liquidation preference of the
 Securities relating to the time, method and place of conducting any
 proceeding for any remedy available to the Property Trustee, or exercising
 any trust or power conferred upon the Property Trustee under this
 Declaration;

 
	
  

 	
  

 
	
  

 	
  

 	
           (iv) no
 provision of this Declaration shall require the Property 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

 


23










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 rights or powers, if it shall have reasonable grounds for believing
 that the repayment of such funds or liability is not reasonably assured to it
 under the terms of this Declaration or indemnity reasonably satisfactory to
 the Property Trustee against such risk or liability is not reasonably assured
 to it;

 
	
  

 	
  

 
	
  

 	
  

 	
           (v) the
 Property Trustee’s sole duty with respect to the custody, safe keeping and
 physical preservation of the Debentures and the Property Trustee Account
 shall be to deal with such property in a similar manner as the Property
 Trustee deals with similar property for its own account, subject to the
 protections and limitations on liability afforded to the Property Trustee
 under this Declaration and the Trust Indenture Act;

 
	
  

 	
  

 
	
  

 	
  

 	
           (vi) the
 Property Trustee shall have no duty or liability for or with respect to the
 value, genuineness, existence or sufficiency of the Debentures or the payment
 of any taxes or assessments levied thereon or in connection therewith;

 
	
  

 	
  

 
	
  

 	
  

 	
           (vii) the
 Property Trustee shall not be liable for any interest on any money received
 by it except as it may otherwise agree with the Sponsor. Money held by the
 Property Trustee need not be segregated from other funds held by it except in
 relation to the Property Trustee Account maintained by the Property Trustee
 pursuant to Section 3.08(c)(i) and except to the extent otherwise required by
 law; and

 
	
  

 	
  

 
	
  

 	
  

 	
           (viii)
 the Property Trustee shall not be responsible for monitoring the compliance
 by the Regular Trustees or the Sponsor with their respective duties under
 this Declaration, nor shall the Property Trustee be liable for the default or
 misconduct of the Regular Trustees or the Sponsor.

 
	
  

 	
  

 
	
 SECTION 3.10. CERTAIN RIGHTS OF PROPERTY TRUSTEE.

 
	
  

 	
  

 
	
  

 	
           (a)
 Subject to the provisions of Section 3.09:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) the
 Property Trustee may in absence of bad faith conclusively rely, as to the
 truth of the statements and the correctness of the opinions expressed
 therein, and shall be fully protected in acting or refraining from acting
 upon any resolution, certificate, statement, instrument, opinion, report,
 notice, request, direction, consent, order, bond, debenture, note, other
 evidence of indebtedness or other paper or document believed by it to be
 genuine and to have been signed, sent or presented by the proper party or
 parties;

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) any
 direction or act of the Sponsor or the Regular Trustees contemplated by this
 Declaration shall be sufficiently evidenced by an Officers’ Certificate;

 


24










	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii)
 whenever in the administration of this Declaration, the Property Trustee
 shall deem it desirable that a matter be proved or established before taking,
 suffering or omitting any action hereunder, the Property Trustee (unless
 other evidence is herein specifically prescribed) may, in the absence of bad
 faith on its part, request and conclusively rely, as to the truth of the
 statements and the correctness of the opinions expressed therein, upon an
 Officers’ Certificate which, upon receipt of such request, shall be promptly
 delivered by the Sponsor or the Regular Trustees;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv) the
 Property Trustee shall have no duty to see to any recording, filing or
 registration of any instrument (including any financing or continuation
 statement or any filing under tax or securities laws) or any rerecording, refiling
 or registration thereof;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v) the
 Property Trustee may consult with counsel of its selection and the written
 advice or opinion of such counsel with respect to legal matters shall be full
 and complete authorization and protection in respect of any action taken,
 suffered or omitted by it hereunder in good faith and in accordance with such
 advice or opinion, such counsel may be counsel to the Sponsor or any of its
 Affiliates, and may include any of its employees. The Property Trustee shall
 have the right at any time to seek instructions concerning the administration
 of this Declaration from any court of competent jurisdiction;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi) the
 Property Trustee shall be under no obligation to exercise any of the rights
 or powers vested in it by this Declaration at the request or direction of any
 Holder, unless such Holder shall have provided to the Property Trustee
 adequate security and indemnity, reasonably satisfactory to the Property
 Trustee, against the costs, expenses (including reasonable attorneys’ fees
 and expenses) and liabilities that might be incurred by it in complying with
 such request or direction, including such reasonable advances as may be
 requested by the Property Trustee provided, that, nothing contained in this Section
 3.10(a)(vi) shall be taken to relieve the Property Trustee, upon the
 occurrence of an Event of Default, of its obligation to exercise the rights
 and powers vested in it by this Declaration;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vii) the
 Property Trustee shall not be bound to make any investigation into the facts
 or matters stated in any resolution, certificate, statement, instrument,
 opinion, report, notice, request, direction, consent, order, security, bond,
 debenture, note, other evidence of indebtedness or other paper or document,
 but the Property Trustee, in its discretion, may make such further inquiry or
 investigation into such facts or matters as it may see fit and, if the
 Property Trustee shall determine to make such further inquiry or
 investigation, it shall be entitled, at a time and place reasonably
 determined by the Regular Trustees, to examine the books and records of the
 Trust, personally or by agent or attorney, and shall incur no additional
 liability by reason of such inquiry or investigation;

 


25










	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ix) any
 action taken by the Property Trustee or its agents hereunder shall bind the
 Trust and the Holders of the Securities, and the signature of the Property Trustee
 or its agents alone shall be sufficient and effective to perform any such
 action and no third party shall be required to inquire as to the authority of
 the Property Trustee to so act or as to its compliance with any of the terms
 and provisions of this Declaration, both of which shall be conclusively
 evidenced by the Property Trustee’s or its agent’s taking such action;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (x)
 whenever in the administration of this Declaration the Property Trustee shall
 deem it desirable to receive instructions with respect to enforcing any
 remedy or right or taking any other action hereunder the Property Trustee (i)
 may request instructions from the Holders of the Securities which
 instructions may only be given by the Holders of the same proportion in liquidation
 preference of the Securities as would be entitled to direct the Property
 Trustee under the terms of the Securities in respect of such remedy, right or
 action, (ii) may refrain from enforcing such remedy or right or taking such
 other action until such instructions are received, and (iii) shall be
 protected in acting in accordance with such instructions;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (xi)
 except as otherwise expressly provided by this Declaration, the Property
 Trustee shall not be under any obligation to take any action that is
 discretionary under the provisions of this Declaration;

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 
	
  

 	
  

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

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (b) No
 provision of this Declaration shall be deemed to impose any duty or
 obligation on the Property Trustee to perform any act or acts or exercise any
 right, power, duty or obligation conferred or imposed on it, in any
 jurisdiction in which it shall be illegal, or in which the Property Trustee
 shall be unqualified or incompetent in

 


26







	
  

 	
  

 
	
  

 	
 accordance with applicable
 law, to perform any such act or acts, or to exercise any such right, power,
 duty or obligation. No permissive power or authority available to the
 Property Trustee shall be construed to be a duty.

 



SECTION 3.11. DELAWARE TRUSTEE.


          Notwithstanding
any other provision of this Declaration other than Section 5.02, the Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and responsibilities of the Regular Trustees or
the Property Trustee described in this Declaration. Except as set forth in
Section 5.02, the Delaware Trustee shall be a Trustee for the sole and limited
purpose of fulfilling the requirements of Section 3807 of the Statutory Trust
Act.


SECTION 3.12. EXECUTION OF
DOCUMENTS.


          Unless
otherwise determined by the Regular Trustees, and except as otherwise required
by the Statutory Trust Act or this Declaration, any Regular Trustee is
authorized to execute on behalf of the Trust any documents that the Regular
Trustees have the power and authority to execute pursuant to Section 3.06;
provided that, the registration statement referred to in Section 3.06(b)(i),
including any amendments thereto, shall be signed by a majority of the Regular
Trustees.


SECTION 3.13. NOT
RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.


          The
recitals contained in this Declaration and the Securities shall be taken as the
statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness. The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof. The Trustees make
no representations as to the validity or sufficiency of this Declaration or the
Securities.


SECTION 3.14. DURATION OF
TRUST.


          The
Trust, unless terminated pursuant to the provisions of Article 8 hereof, shall
exist until 55 years from the date of its formation, which, solely for the
purposes of this Section 3.14, shall be the effective date and time of the filing
of the Certificate of Trust as it appears on the records of the Delaware
Secretary of State.


SECTION 3.15. MERGERS.


	
  

 	
  

 
	
  

 	
           (a)
 The Trust may not consolidate, amalgamate, merge with or into, or be replaced
 by, or convey, transfer or lease its properties and asset substantially as an
 entirety to any corporation or other entity or person, except as described in
 Section 3.15(b) and 3.15(c).

 
	
  

 	
  

 
	
  

 	
           (b)
 The Trust may, with the consent of a majority of the Regular Trustees and
 without the consent of the Holders of the Securities, the Delaware Trustee or
 the Property 

 


27










	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Trustee, consolidate,
 amalgamate, merge with or into, or be replaced by a trust organized as such
 under the laws of any State or the District of Columbia; provided that:

 
	
  

 	
  

 
	
  

 	
           (i)
 if the Trust is not the surviving entity, the successor entity (the
 “Successor Entity”) either:

 
	
  

 	
  

 
	
  

 	
           (A)
 expressly assumes all of the obligations of the Trust under the Securities;
 or

 
	
  

 	
  

 
	
  

 	
           (B)
 substitutes for the Preferred Securities other securities having
 substantially the same terms as the Preferred Securities (the “Successor
 Securities”) as long as the Successor Securities rank, with respect to
 participation in the profits and distributions or in the assets of the
 Successor Entity at least as high as the Preferred Securities rank with
 respect to participation in the profits and dividends or in the assets of the
 Trust;

 
	
  

 	
  

 
	
  

 	
           (ii)
 the Debenture Issuer expressly acknowledges such Successor Entity as the
 Holder of the Debentures;

 
	
  

 	
  

 
	
  

 	
           (iii)
 the Preferred Securities or any Successor Securities are listed, or any
 Successor Securities will be listed upon notification of issuance, on any
 national securities exchange or with any other organization on which the
 Preferred Securities are then listed or quoted;

 
	
  

 	
  

 
	
  

 	
           (iv)
 such merger, consolidation, amalgamation or replacement does not cause the
 Preferred Securities (including any Successor Securities) to be downgraded by
 any nationally recognized statistical rating organization;

 
	
  

 	
  

 
	
  

 	
           (v)
 such merger, consolidation, amalgamation or replacement does not adversely
 affect the powers, preferences and other special rights of the Holders of the
 Preferred Securities (including any Successor Securities) in any material
 respect;

 
	
  

 	
  

 
	
  

 	
           (vi)
 such Successor Entity has a purpose substantially identical to that of the
 Trust;

 
	
  

 	
  

 
	
  

 	
           (vii)
 prior to such merger, consolidation, amalgamation or replacement, the Sponsor
 has received an opinion of a nationally recognized independent counsel
 (reasonably acceptable to the Property Trustee) to the Trust experienced in
 such matters to the effect that:

 
	
  

 	
  

 
	
  

 	
           (A)
 the Successor Entity will be treated as a grantor trust for United States
 Federal income tax purposes;

 


28










	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (B)
 following such merger, consolidation, amalgamation or replacement, neither
 the Sponsor nor the Successor Entity will be required to register as an
 Investment Company; and

 
	
  

 	
  

 
	
  

 	
           (C)
 such merger, consolidation, amalgamation or replacement will not adversely
 affect the rights, preferences and privileges of the Holders of the
 Securities (including any Successor Securities) in any material respect
 (other than with respect to any dilution of the Holders’ interest in the new
 entity); and

 
	
  

 	
  

 
	
  

 	
           (viii)
 the Sponsor provides a guarantee to the Holders of the Successor Securities
 with respect to the Successor Entity having substantially the same terms as
 the Preferred Securities Guarantee.

 
	
  

 	
  

 
	
  

 	
           (c)
 Notwithstanding Section 3.15(b), the Trust shall not, except with the consent
 of Holders of 100% in liquidation preference of the Common Securities,
 consolidate, amalgamate, merge with or into, or be replaced by any other
 entity or permit any other entity to consolidate, amalgamate, merge with or
 into, or replace it if such consolidation, amalgamation, merger or
 replacement would cause the Trust or Successor Entity to be classified as
 other than a grantor trust for United States Federal income tax purposes.

 


ARTICLE 4

SPONSOR


SECTION 4.01. SPONSOR’S
PURCHASE OF COMMON SECURITIES.


          On
the Closing Date the Sponsor will purchase all the Common Securities issued by
the Trust, in an aggregate liquidation preference equal to [___%] of the total
capital of the Trust, at the same time as the Preferred Securities are sold.


SECTION 4.02.
RESPONSIBILITIES OF THE SPONSOR.


          In
connection with the issue and sale of the Preferred Securities, the Sponsor
shall have the exclusive right and responsibility to engage in the following
activities:


	
  

 	
  

 
	
  

 	
           (a)
 to prepare for filing, by the Regular Trustees on behalf of the Trust in
 accordance with Section 3.06 and this Declaration, with the Commission the
 registration statement on Form S-3, including any amendments thereto;

 
	
  

 	
  

 
	
  

 	
           (b)
 to determine the States and foreign jurisdictions in which to take
 appropriate action to qualify or register for sale all or part of the
 Preferred Securities and to do any and all such acts, other than actions
 which must be taken by the Trust, and advise the Trust of actions it must
 take, and prepare for execution and filing any documents to be executed and
 filed by the Trust, as the Sponsor deems necessary or 

 


29










	
  

 	
  

 
	
  

 	
 advisable in order to
 comply with the applicable laws of any such States and foreign jurisdictions;

 
	
  

 	
  

 
	
  

 	
           (c)
 to prepare for filing, by the Regular Trustees on behalf of the Trust in
 accordance with Section 3.06 and this Declaration, an application to the New
 York Stock Exchange or any other national stock exchange or the Nasdaq
 National Market for listing or quotation of the Preferred Securities;

 
	
  

 	
  

 
	
  

 	
           (d)
 to prepare for filing, by the Regular Trustees on behalf of the Trust in
 accordance with Section 3.06 and this Declaration, with the Commission a
 registration statement on Form 8-A relating to the registration of the
 Preferred Securities under Section 12(b) of the Exchange Act, including any
 amendments thereto; and

 
	
  

 	
  

 
	
  

 	
           (e)
 to negotiate the terms of the purchase agreement, registration rights
 agreement and other related agreements providing for the sale of the
 Preferred Securities.

 


ARTICLE 5

TRUSTEES


SECTION 5.01. NUMBER OF
TRUSTEES.


          The
number of Trustees shall initially be five (5), and:


	
  

 	
  

 
	
  

 	
           (a)
 at any time before the issuance of any Securities, the Sponsor may, by
 written instrument, increase or decrease the number of Trustees; and

 
	
  

 	
  

 
	
  

 	
           (b)
 after the issuance of any Securities the number of Regular Trustees may be
 increased or decreased by vote of the Holders of a Majority in liquidation
 preference of the Common Securities voting as a class at a meeting of the
 Holders of the Common Securities; provided that, the number of Regular
 Trustees shall in no event be less than two (2); provided further that at
 least one Regular Trustee shall be an employee or officer of, or affiliated
 with, the Sponsor.

 



SECTION 5.02. DELAWARE
TRUSTEE.


          If
required by the Statutory Trust Act, at least one Trustee (the “Delaware
Trustee”) shall be (a) a natural person who is a resident of the State of
Delaware; or (b) if not a natural person, an entity which has its principal
place of business in the State of Delaware, and otherwise meets the
requirements of applicable law; provided that, if the Property Trustee has its
principal place of business in the State of Delaware and otherwise meets the
requirements of applicable law, then the Property Trustee shall also be the
Delaware Trustee.


SECTION 5.03. PROPERTY
TRUSTEE; ELIGIBILITY.


	
  

 	
  

 
	
  

 	
           (a)
 There shall at all times be one Trustee which shall act as Property Trustee
 which shall:

 


30










	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i)
 not be an Affiliate of the Sponsor; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 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 Person permitted by the Commission to act as an
 institutional trustee under the Trust Indenture Act, authorized under such
 laws to exercise corporate trust powers, having a combined capital and
 surplus of at least 50 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 supervising or
 examining authority referred to above, then for the purposes of this Section
 5.03(a)(ii), 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.

 
	
  

 	
  

 
	
  

 	
           (b)
 If at any time the Property Trustee shall cease to be eligible to so act
 under Section 5.03(a), the Property Trustee shall immediately resign in the
 manner and with the effect set forth in Section 5.06(c).

 
	
  

 	
  

 
	
  

 	
           (c)
 If the Property Trustee has or shall acquire any “conflicting interest”
 within the meaning of Section 310(b) of the Trust Indenture Act, the Property
 Trustee and the Holder of the Common Securities (as if it were the obligor
 referred to in Section 310(b) of the Trust Indenture Act) shall in all
 respects comply with the provisions of Section 310(b) of the Trust Indenture
 Act.

 



                    (d)
The Preferred Securities Guarantee shall be deemed to be specifically described
in this Declaration for purposes of clause (i) of the first provision contained
in Section 310(b) of the Trust Indenture Act.


SECTION 5.04. QUALIFICATIONS
OF REGULAR TRUSTEES AND DELAWARE TRUSTEE GENERALLY.


          Each
Regular Trustee and the Delaware Trustee (unless the Property Trustee also acts
as Delaware Trustee) shall be either a natural person who is at least 21 years
of age or a legal entity that shall act through one or more Authorized
Officers.


SECTION 5.05. INITIAL
TRUSTEES.


          The
initial Regular Trustees shall be:


	
  

 	
  

 
	
  

 	
 James E. Hohmann

 
	
  

 	
 c/o FBL Financial Group,
 Inc.

 
	
  

 	
 5400 University Avenue

 
	
  

 	
 West Des Moines, Iowa
 50266

 


31










	
  

 	
  

 
	
  

 	
 James P. Brannen

 
	
  

 	
 c/o FBL Financial Group,
 Inc.

 
	
  

 	
 5400 University Avenue

 
	
  

 	
 West Des Moines, Iowa
 50266

 
	
  

 	
  

 
	
  

 	
 Richard J. Kypta

 
	
  

 	
 c/o FBL Financial Group,
 Inc.

 
	
  

 	
 5400 University Avenue

 
	
  

 	
 West Des Moines, Iowa
 50266

 



The initial Delaware Trustee
shall be:


	
  

 	
  

 
	
  

 	
 U.S. Bank Trust National
 Association

 
	
  

 	
 300 Delaware Avenue, 

 
	
  

 	
 Suite 812, 

 
	
  

 	
 Wilmington, DE
 19801. 

 



The initial Property Trustee
shall be:


	
  

 	
  

 
	
  

 	
 U.S. Bank National
 Association

 
	
  

 	
 60 Livingston Avenue

 
	
  

 	
 St. Paul, MN 55107-2292

 
	
  

 	
 Facsimile: 651-495-8097

 



SECTION 5.06. APPOINTMENT,
REMOVAL AND RESIGNATION OF TRUSTEES.


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 Subject to Section 5.06(b), Trustees may be appointed or removed without
 cause at any time:

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)
 until the issuance of any Securities, by written instrument executed by the
 Sponsor; and

 
	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 after the issuance of any Securities by vote of the Holders of a Majority in
 liquidation preference of the Common Securities voting as a class at a
 meeting of the Holders of the Common Securities.

 
	
  

 	
  

 	
  

 
	
  

 	
           (b)
 The Trustee that acts as Property Trustee shall not be removed in accordance
 with Section 5.06(a) until a successor Property Trustee (the “Successor
 Property Trustee”) has been appointed and has accepted such appointment by
 written instrument executed by such Successor Property Trustee and delivered
 to the Regular Trustees and the Sponsor; and

 
	
  

 	
  

 
	
  

 	
           (c)
 The Trustee that acts as Delaware Trustee shall not be removed in accordance
 with Section 5.06(a) until a successor Trustee possessing the qualifications
 to act as Delaware Trustee under Sections 5.02 and 5.04 (a “Successor
 Delaware Trustee”) 

 


32










	
  

 	
  

 
	
  

 	
 has been appointed and has
 accepted such appointment by written instrument executed by such Successor
 Delaware Trustee and delivered to the Regular Trustees and the Sponsor.

 
	
  

 	
  

 
	
  

 	
           (d)
 A Trustee appointed to office shall hold office until his successor shall
 have been appointed or until his death, removal or resignation. Any Trustee
 may resign from office (without need for prior or subsequent accounting) by
 an instrument in writing signed by the Trustee and delivered to the Sponsor
 and the Trust, which resignation shall take effect upon such delivery or upon
 such later date as is specified therein; provided, however, that:

 






	
  

 	
  

 	
  

 
	
  

 	
           (i)
 No such resignation of the Trustee that acts as the Property Trustee shall be
 effective:

 
	
  

 	
  

 
	
  

 	
  

 	
           (A)
 until a Successor Property Trustee has been appointed and has accepted such
 appointment by instrument executed by such Successor Property Trustee and
 delivered to the Trust, the Sponsor and the resigning Property Trustee; or

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 until the assets of the Trust have been completely liquidated and the
 proceeds thereof distributed to the Holders of the Securities pursuant to the
 terms of the Securities; and

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 no such resignation of the Trustee that acts as the Delaware Trustee shall be
 effective until a Successor Delaware Trustee has been appointed and has
 accepted such appointment by instrument executed by such Successor Delaware
 Trustee and delivered to the Trust, the Sponsor and the resigning Delaware
 Trustee.

 





	
  

 	
  

 	
  

 
	
  

 	
           (e)
 The Holders of the Common Securities shall use their best efforts to promptly
 appoint a Successor Property Trustee or Successor Delaware Trustee, as the
 case may be, if the Property Trustee or the Delaware Trustee delivers an
 instrument of resignation in accordance with this Section 5.06.

 
	
  

 	
  

 
	
  

 	
           (f)
 If no Successor Property Trustee or Successor Delaware Trustee shall have
 been appointed and accepted appointment as provided in this Section 5.06
 within 60 days after delivery to the Sponsor and the Trust of an instrument
 of resignation, the resigning Property Trustee or Delaware Trustee, as
 applicable, may petition any court of competent jurisdiction for appointment
 of a Successor Property Trustee or Successor Delaware Trustee. Such court may
 thereupon, after prescribing such notice, if any, as it may deem proper and
 prescribe, appoint a Successor Property Trustee or Successor Delaware
 Trustee, as the case may be.

 



SECTION 5.07. VACANCIES
AMONG TRUSTEES.


          If
a Trustee ceases to hold office for any reason and the number of Trustees is
not reduced pursuant to Section 5.01, or if the number of
Trustees is increased pursuant to Section 


33






5.01, a vacancy shall occur. A
resolution certifying the existence of such vacancy by the Regular Trustees or,
if there are more than two, a majority of the Regular Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.06.


SECTION 5.08. EFFECT OF
VACANCIES.


          The
death, resignation, retirement, removal, bankruptcy, dissolution, liquidation,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to annul the Trust. Whenever a vacancy in the number of Regular Trustees shall
occur, until such vacancy is filled by the appointment of a Regular Trustee in
accordance with Section 5.06, the Regular Trustees in office, regardless of
their number, shall have all the powers granted to the Regular Trustees and
shall discharge all the duties imposed upon the Regular Trustees by this
Declaration.


SECTION 5.09. MEETINGS.


          If
there is more than one Regular Trustee, meetings of the Regular Trustees shall
be held from time to time upon the call of any Regular Trustee. Regular
meetings of the Regular Trustees may be held at a time and place fixed by
resolution of the Regular Trustees. Notice of any in-person meetings of the
Regular Trustees shall be hand delivered or otherwise delivered in writing
(including by facsimile, with a hard copy by overnight courier) not less than
48 hours before such meeting. Notice of any telephonic meetings of the Regular
Trustees or any committee thereof shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 24 hours before a meeting. Notices shall contain a brief
statement of the time, place and anticipated purposes of the meeting. The
presence (whether in person or by telephone) of a Regular Trustee at a meeting
shall constitute a waiver of notice of such meeting except where a Regular
Trustee attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been
lawfully called or convened. Unless provided otherwise in this Declaration, any
action of the Regular Trustees may be taken at a meeting by vote of a majority
of the Regular Trustees present (whether in person or by telephone) and
eligible to vote with respect to such matter, provided that a Quorum is
present, or without a meeting by the unanimous written consent of the Regular
Trustees. In the event that there is only one Regular Trustee, any and all
action of such Regular Trustee shall be evidenced by a written consent of such Regular
Trustee.


SECTION 5.10. DELEGATION OF
POWER.


	
  

 	
  

 
	
  

 	
           (a)
 Any Regular Trustee may, by power of attorney consistent with applicable law,
 delegate to any other natural person over the age of 21 his or her power for
 the purpose of executing any documents contemplated in Section 3.06,
 including any registration statement or amendment thereto filed with the
 Commission, or making any other governmental filing; and

 
	
  

 	
  

 
	
  

 	
           (b)
 the Regular Trustees shall have power to delegate from time to time to such
 of their number or to officers of the Trust the doing of such things and the
 execution 

 


34










	
  

 	
  

 
	
  

 	
 of such instruments either
 in the name of the Trust or the names of the Regular Trustees or otherwise as
 the Regular Trustees may deem expedient, to the extent such delegation is not
 prohibited by applicable law or contrary to the provisions of the Trust, as
 set forth herein.

 



SECTION 5.11. MERGER,
CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.


          Any
corporation or other legal entity into which the Property Trustee or the
Delaware Trustee, as the case may be, may be merged or converted or with which
either may be consolidated, or any corporation or other legal entity resulting
from any merger, conversion or consolidation to which the Property Trustee or
the Delaware Trustee, as the case may be, shall be a party, or any corporation
or other legal entity succeeding to all or substantially all the corporate
trust business of the Property Trustee or the Delaware Trustee, as the case may
be, shall be the successor of the Property Trustee or the Delaware Trustee, as
the case may be, hereunder, provided such corporation or other legal entity
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto.


ARTICLE 6

DISTRIBUTIONS


SECTION 6.01. DISTRIBUTIONS.


          Holders
shall receive Distributions (as defined herein) in accordance with the
applicable terms of the relevant Holder’s Securities. Distributions shall be
made on the Preferred Securities and the Common Securities in accordance with
the preferences set forth in their respective terms. If and to the extent that
the Debenture Issuer makes a payment of interest (including Defaulted Interest
(as defined in the Indenture)) premium and/or principal on the Debentures held
by the Property Trustee (the amount of any such payment being a “Payment
Amount”), the Property Trustee shall and is directed, to the extent funds are
available for that purpose, to make a distribution (a “Distribution”) of the
Payment Amount to Holders.


ARTICLE 7

ISSUANCE OF SECURITIES


SECTION 7.01. GENERAL
PROVISIONS REGARDING SECURITIES.


	
  

 	
  

 
	
  

 	
           (a)
 The Regular Trustees shall on behalf of the Trust issue one class of preferred
 securities, representing undivided beneficial interests in the assets of the
 Trust (the “Preferred Securities”), having such terms (the “Terms”) as are
 set forth in Annex I and one class of common securities, representing
 undivided beneficial interests in the assets of the Trust (the “Common
 Securities”), having such terms as are set forth in Annex I. The Trust shall
 not have or issue any securities or other interests in the assets of the
 Trust other than the Preferred Securities and the Common Securities. The
 Trust shall issue no Securities in bearer form.

 


35










	
  

 	
  

 
	
  

 	
           (b)
 The consideration received by the Trust for the issuance of the Securities
 shall constitute a contribution to the capital of the Trust and shall not
 constitute a loan to the Trust.

 
	
  

 	
  

 
	
  

 	
           (c)
 Upon issuance of the Securities as provided in this Declaration, the
 Securities so issued shall be deemed to be validly issued, fully paid and
 non-assessable undivided beneficial interests in the assets of the Trust,
 subject to Section 10.01 with respect to the Common Securities.

 
	
  

 	
  

 
	
  

 	
           (d)
 Every Person, by virtue of having become a Holder or a Preferred Security
 Beneficial Owner in accordance with the terms of this Declaration, shall be
 deemed to have expressly assented and agreed to the terms of, and shall be
 bound by, this Declaration.

 
	
  

 	
  

 
	
 SECTION 7.02. EXECUTION
 AND AUTHENTICATION.

 
	
  

 	
  

 
	
  

 	
           (a)
 The Securities shall be signed on behalf of the Trust by one Regular Trustee.
 In case any Regular Trustee of the Trust who shall have signed any of the
 Securities shall cease to be such Regular Trustee before the Securities so
 signed shall be delivered by the Trust, such Securities nevertheless may be
 delivered as though the person who signed such Securities had not ceased to
 be such Regular Trustee; and any Securities may be signed on behalf of the
 Trust by such persons who, at the actual date of execution of such Security,
 shall be the Regular Trustees of the Trust, although at the date of the
 execution and delivery of the Declaration any such person was not such a
 Regular Trustee.

 
	
  

 	
  

 
	
  

 	
           (b)
 One Regular Trustee shall sign the Securities for the Trust by manual or
 facsimile signature. Unless otherwise determined by the Trust, such signature
 shall, in the case of Common Securities, be a manual signature.

 



          A
Preferred Security shall not be valid until authenticated by the manual
signature of an authorized officer of the Property Trustee. The signature shall
be conclusive evidence that the Preferred Security has been authenticated under
this Declaration and duly and validly issued.


          Upon
a written order of the Trust signed by one Regular Trustee, the Property
Trustee shall authenticate the Preferred Securities for original issue in
accordance with paragraph 5 of the Securities. The aggregate number of
Preferred Securities outstanding at any time shall not exceed the number set
forth in the Terms in Annex A hereto except as provided in Section 9.08.


          The
Property Trustee may appoint an authenticating agent acceptable to the Trust to
authenticate Preferred Securities. An authenticating agent may authenticate
Preferred Securities whenever the Property Trustee may do so. Each preference
in this Declaration to authentication by the Property Trustee includes
authentication by such agent. An authenticating agent has the same rights as
the Property Trustee to deal with the Sponsor or an Affiliate.


36






          SECTION
7.03. REGISTRAR, PAYING AGENT AND CONVERSION AGENT.


          In
the event that the Preferred Securities are not in book-entry only form, the
Trust shall maintain (i) an office or agency where Preferred Securities may be
presented for registration of transfer or exchange (“Registrar”), and (ii) an
office or agency where Preferred Securities may be presented for payment
(“Paying Agent”), and, if applicable, (iii) an office or agency where Preferred
Securities may be presented for conversion (“Conversion Agent”). The Registrar
shall keep a register of the Preferred Securities and of their transfer and
exchange. The Trust may appoint the Registrar, the Paying Agent and the
Conversion Agent and may appoint one or more co-registrars, one or more
additional paying agents and one or more additional conversion agents in such
other locations as it shall determine. The term “Paying Agent” includes any
additional paying agent. The Trust may change any Paying Agent, Registrar or
co-registrar without prior notice to any Holder. The Trust shall notify the
Property Trustee of the name and address of any Agent not a party to this
Declaration. If the Trust fails to appoint or maintain another entity as
Registrar or Paying Agent, the Property Trustee shall act as such. The Trust or
any of its Affiliates may act as Paying Agent or Registrar. The Trust shall act
as Paying Agent, Registrar or co-registrar for the Common Securities.


          The
Trust initially appoints the Property Trustee as Registrar and Paying Agent for
the Preferred Securities.


SECTION 7.04. PAYING AGENT
TO HOLD MONEY IN TRUST.


          The
Trust shall require each Paying Agent other than the Property Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Property Trustee all money held by the Paying Agent for the payment of
principal or distribution on the Securities, and will notify the Property
Trustee if there are insufficient funds. While any such insufficiency
continues, the Property Trustee may require a Paying Agent to pay all money
held by it to the Property Trustee. The Trust at any time may require a Paying
Agent to pay all money held by it to the Property Trustee and to account for
any money disbursed by it. Upon payment over to the Property Trustee, the
Paying Agent (if other than the Trust or an Affiliate of the Trust) shall have
no further liability for the money. If the Trust or the Sponsor or an Affiliate
of the Trust or the Sponsor acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent.


SECTION 7.05. OUTSTANDING
PREFERRED SECURITIES.


          The
Preferred Securities outstanding at any time are all the Preferred Securities
authenticated by the Property Trustee except for those canceled by it, those
delivered to it for cancellation, and those described in this Section as not
outstanding.


          If
a Preferred Security is replaced pursuant to Section 9.08, it ceases to be
outstanding unless the Property Trustee receives proof satisfactory to it that
the replaced Preferred Security is held by a protected purchaser.


37






          If
Preferred Securities are considered paid in accordance with the terms of this
Declaration, they cease to be outstanding and interest on them ceases to
accrue.


          A
Preferred Security does not cease to be outstanding because one of the Trust,
the Sponsor or an Affiliate of the Sponsor holds the Security.


SECTION 7.06. PREFERRED
SECURITIES IN TREASURY.


          In
determining whether the Holders of the required amount of Securities have
concurred in any direction, waiver or consent, Preferred Securities owned by
the Trust, the Sponsor or an Affiliate of the Sponsor, as the case may be,
shall be disregarded and deemed not to be outstanding, except that for the
purposes of determining whether the Property Trustee shall be protected in
relying on any such direction, waiver or consent, only Securities which a
Responsible Officer of the Property Trustee knows are so owned shall be so
disregarded.


SECTION 7.07. CANCELLATION.


          The
Trust at any time may deliver Preferred Securities to the Property Trustee for
cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to
the Property Trustee any Preferred Securities surrendered to them for
registration of transfer, redemption, conversion, exchange or payment. The
Property Trustee shall promptly cancel all Preferred Securities, surrendered
for registration of transfer, redemption, conversion, exchange, payment,
replacement or cancellation and shall dispose of cancelled Preferred Securities
in accordance with its customary procedures for the disposition of cancelled
securities in effect at the time of such cancellation. The Trust may not issue
new Preferred Securities to replace Preferred Securities that it has paid or
that have been delivered to the Property Trustee for cancellation or that any
holder has converted.


SECTION 7.08. CUSIP NUMBERS


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


ARTICLE 8

TERMINATION OF TRUST


SECTION 8.01. TERMINATION OF
TRUST.


                    (a)
The Trust shall dissolve and wind up its affairs upon the earliest to occur of
the following:


38










	
  

 	
  

 
	
  

 	
           (i)
 the bankruptcy of the Holder of the Common Securities or the Sponsor;

 
	
  

 	
  

 
	
  

 	
           (ii)
 the filing of a certificate of dissolution or its equivalent with respect to
 the Holder of the Common Securities or the Sponsor; the revocation of the
 charter of the Holder of the Common Securities or the Sponsor and the
 expiration of 90 days after the date of revocation without a reinstatement
 thereof;

 
	
  

 	
  

 
	
  

 	
           (iii)
 the entry of a decree of judicial dissolution of the Holder of the Common
 Securities, the Sponsor or the Trust;

 
	
  

 	
  

 
	
  

 	
           (iv)
 all of the Securities shall have been called for redemption and the amounts
 necessary for redemption thereof shall have been paid to the Holders in
 accordance with the terms of the Securities;

 
	
  

 	
  

 
	
  

 	
           (v)
 the occurrence and continuation of a Tax Event or Investment Company Event
 pursuant to which the Trust shall have been dissolved in accordance with the
 terms of the Securities and all of the Debentures endorsed thereon shall have
 been distributed to the Holders of Securities in exchange for all of the
 Securities; or

 
	
  

 	
  

 
	
  

 	
           (vi)
 the expiration of the term of the Trust on 55 years from the date of its
 formation.

 






	
  

 	
  

 
	
  

 	
           (b)
 As soon as is practicable after the occurrence of an event referred to in
 Section 8.01(a)), the Trustees shall file a certificate of cancellation with
 the Secretary of State of the State of Delaware and the Trust shall
 terminate.

 
	
  

 	
  

 
	
  

 	
           (c)
 The provisions of Section 10.04 shall survive the termination of the Trust.

 


ARTICLE 9

TRANSFER AND EXCHANGE


SECTION 9.01. GENERAL.


	
  

 	
  

 
	
  

 	
           (a)
 Where Preferred Securities are presented to the Registrar or a co-registrar
 with a request to register a transfer or to exchange them for an equal number
 of Preferred Securities represented by different certificates, the Registrar
 shall register the transfer or make the exchange if its requirements for such
 transactions are met. To permit registrations of transfers and exchanges, the
 Trust shall issue and the Property Trustee shall authenticate Preferred
 Securities at the Registrar’s request.

 
	
  

 	
  

 
	
  

 	
           (b)
 Securities may only be transferred, in whole or in part, in accordance with
 the terms and conditions set forth in this Declaration and in the terms of
 the Securities. 

 


39










	
  

 	
  

 
	
  

 	
 Any transfer or purported
 transfer of any Security not made in accordance with this Declaration shall
 be null and void.

 






	
  

 	
  

 	
  

 
	
  

 	
           Subject
 to this Article 9, the Sponsor and any Related Party may only transfer Common
 Securities to the Sponsor or a Related Party of the Sponsor; provided that,
 any such transfer is subject to the condition precedent that the transferor
 obtain the written opinion of nationally recognized independent counsel
 experienced in such matters that such transfer would not cause more than an
 insubstantial risk that:

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)
 the Trust would not be classified for United States federal income tax
 purposes as a grantor trust; and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 the Trust would be an Investment Company or the transferee would become an
 Investment Company.

 
	
  

 	
  

 	
  

 
	
  

 	
           (c)
 The Regular Trustees shall provide for the registration of Securities and of
 transfers of Securities, which will be effected without charge but only upon
 payment (with such indemnity as the Regular Trustees may require) in respect
 of any tax or other governmental charges that may be imposed in relation to
 it. Upon surrender for registration of transfer of any Securities, the
 Regular Trustees shall cause one or more new Securities to be issued in the
 name of the designated transferee or transferees. Every Security surrendered
 for registration of transfer shall be accompanied by a written instrument of
 transfer in form satisfactory to the Regular Trustees duly executed by the
 Holder or such Holder’s attorney duly authorized in writing. Each Security
 surrendered for registration of transfer shall be canceled by the Regular
 Trustees. A transferee of a Security shall be entitled to the rights and
 subject to the obligations of a Holder hereunder upon the receipt by such
 transferee of a Security. By acceptance of a Security, each transferee shall
 be deemed to have agreed to be bound by this Declaration.

 
	
  

 	
  

 
	
  

 	
           (d)
 The Trust shall not be required (i) to issue, register the transfer of, or
 exchange, Preferred Securities during a period beginning at the opening of
 business 15 days before the day of any selection of Preferred Securities for
 redemption set forth in the terms and ending at the close of business on the
 day of selection, or (ii) to register the transfer or exchange of any
 Preferred Security so selected for redemption in whole or in part, except the
 unredeemed portion of any Preferred Security being redeemed in part.

 



SECTION 9.02. TRANSFER OF
CERTIFICATES.


          The
Regular Trustees shall provide for the registration of Certificates and of transfers
of Certificates, which will be effected without charge but only upon payment
(with such indemnity as the Regular Trustees may require) in respect of any tax
or other government charges that may be imposed in relation to it. Upon
surrender for registration of transfer of any Certificate, the Regular Trustees
shall cause one or more new Certificates to be issued in the name of the
designated transferee or transferees. Every Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Regular Trustees duly executed by the
Holder or such Holder’s attorney duly authorized in writing. Each 


40






Certificate surrendered for
registration of transfer shall be cancelled by the Regular Trustees. A
transferee of a Certificate shall be entitled to the rights and subject to the
obligations of a Holder hereunder upon the receipt by such transferee of a
Certificate. By acceptance of a Certificate, each transferee shall be deemed to
have agreed to be bound by this Declaration.


SECTION 9.03. DEEMED
SECURITY HOLDERS.


          The
Trustees may treat the Person in whose name any Certificate shall be registered
on the books and records of the Trust as the sole holder of such Certificate
and of the Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust, the Property Trustee, the Registrar or an
co-registrar shall have actual or other notice thereof.


SECTION 9.04. BOOK ENTRY
INTERESTS.


          Unless
otherwise specified in the terms of the Preferred Securities, the Preferred
Securities Certificates, on original issuance, will be issued in the form of
one or more, fully registered, global Preferred Security Certificates (each a
“Global Certificate”), to be delivered to the Depositary, the initial Clearing
Agency, by, or on behalf of, the Trust. Such Global Certificates shall
initially be registered on the books and records of the Trust in the name of
Cede & Co., the nominee of the Depositary (or such other nominee as designated
by the Depository), and no Preferred Security Beneficial Owner will receive a
Definitive Preferred Security Certificate representing such Preferred Security
Beneficial Owner’s interests in such Global Certificates, except as provided in
Section 9.07. Unless and until definitive, fully registered Preferred Security
Certificates (the “Definitive Preferred Security Certificates”) have been
issued to the Preferred Security Beneficial Owners pursuant to Section 9.07:


	
  

 	
  

 
	
  

 	
           (a)
 the provisions of this Section 9.04 shall be in full force and effect;

 
	
  

 	
  

 
	
  

 	
           (b)
 the Trust and the Trustees shall be entitled to deal with the Clearing Agency
 for all purposes of this Declaration (including the payment of Distributions
 on the relevant Global Certificates and receiving approvals, votes or
 consents hereunder) as the Holder of the Preferred Securities and the sole
 holder of the Global Certificates and shall have no obligation to the
 Preferred Security Beneficial Owners;

 
	
  

 	
  

 
	
  

 	
           (c)
 to the extent that the provisions of this Section 9.04 conflict with any
 other provisions of this Declaration, the provisions of this Section 9.04
 shall control; and

 
	
  

 	
  

 
	
  

 	
           (d)
 the rights of the Preferred Security Beneficial Owners shall be exercised
 only through the Clearing Agency and shall be limited to those established by
 law and agreements between such Preferred Security Beneficial Owners and the
 Clearing Agency and/or the Participants and receive and transmit payments of
 Distributions on the Global Certificates to such Participants. The Clearing
 Agency will make book entry transfers among the Participants.

 


41






SECTION 9.05. NOTICES TO
CLEARING AGENCY.


          Whenever
a notice or other communication to the Preferred Security Holders is required
under this Declaration, unless and until Definitive Preferred Security
Certificates shall have been issued to the Preferred Security Beneficial Owners
pursuant to Section 9.07, the Regular Trustees shall give all such notices and
communications specified herein to be given to the Preferred Security Holders
to the Clearing Agency, and shall have no notice obligations to the Preferred
Security Beneficial Owners.


SECTION 9.06. APPOINTMENT OF
SUCCESSOR CLEARING AGENCY.


          If
any Clearing Agency elects to discontinue its services as securities depositary
with respect to the Preferred Securities, the Regular Trustees may, in their
sole discretion, appoint a successor Clearing Agency with respect to such
Preferred Securities.


SECTION 9.07. DEFINITIVE
PREFERRED SECURITY CERTIFICATES.


          If:


	
  

 	
  

 	
  

 
	
  

 	
           (a)
 a Clearing Agency notifies the Sponsor and the Trust that it elects to
 discontinue its services as securities depositary with respect to the
 Preferred Securities or if at any time such Clearing Agency ceases to be a
 “clearing agency” registered under the Exchange Act and a successor Clearing
 Agency is not appointed within 90 days after such discontinuance pursuant to
 Section 9.06; or

 
	
  

 	
  

 
	
  

 	
           (b)
 the Regular Trustees elect after consultation with the Sponsor and the Trust
 to terminate the book entry system through the Clearing Agency with respect
 to the Preferred Securities, then:

 
	
  

 	
  

 
	
  

 	
  

 	
           (i)
 Definitive Preferred Security Certificates shall be prepared by the Regular
 Trustees on behalf of the Trust with respect to such Preferred Securities;
 and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii)
 Upon surrender of the Global Certificates by the Clearing Agency, accompanied
 by registration instructions, the Regular Trustees shall cause Definitive
 Preferred Security Certificates to be delivered to Preferred Security
 Beneficial Owners in accordance with the instructions of the Clearing Agency.
 Neither the Trustees nor the Trust shall be liable for any delay in delivery
 of such instructions and each of them may conclusively rely on and shall be
 protected in relying on, said instructions of the Clearing Agency. The
 Definitive Preferred Security Certificates shall be printed, lithographed or
 engraved or may be produced in any other manner as is reasonably acceptable
 to the Regular Trustees, as evidenced by their execution thereof, and may
 have such letters, numbers or other marks of identification or designation
 and such legends or endorsements as the Regular Trustees may deem
 appropriate, or as may be required to comply with 

 


42







	
 

	
 

	
 


	
 

	
 

	
any law or with any rule or regulation made pursuant thereto or with
 any rule or regulation of any stock exchange on which Preferred Securities
 may be listed, or to conform to usage. 


	
 

	
 

	
 


	
SECTION
 9.08. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. 


	
 


	
 

	
If: 

	
 


	
 

	
 

	
 


	
 

	
          (a) any
 mutilated Certificates should be surrendered to the Regular Trustees, or if
 the Regular Trustees shall receive evidence to their satisfaction of the
 destruction, loss or theft of any Certificate; and 


	
 

	
 


	
 

	
          (b) there
 shall be delivered to the Regular Trustees, the Property Trustee and any
 Registrar such security or indemnity as may be required by them to keep each
 of them and the Trust harmless, then, in the absence of notice that such
 Certificate shall have been acquired by a protected purchaser, any Regular
 Trustee on behalf of the Trust shall execute and deliver, in exchange for or
 in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
 Certificate of like denomination. In connection with the issuance of any new
 Certificate under this Section 9.08, the Regular Trustees may require the
 payment of a sum sufficient to cover any tax or other governmental charge
 that may be imposed in connection therewith. Any duplicate Certificate issued
 pursuant to this Section 9.08 shall constitute conclusive evidence of an
 ownership interest in the relevant Securities, as if originally issued,
 whether or not the lost, stolen or destroyed Certificate shall be found at
 any time. 





ARTICLE 10

LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,

TRUSTEES OR OTHERS


SECTION 10.01.
LIABILITY. 


	
 

	
 

	
 


	
 

	
          (a)
 Except as expressly set forth in this Declaration, the Preferred Securities
 Guarantee, the Common Securities Guarantee and the terms of the Securities
 the Sponsor shall not be: 


	
 

	
 


	
 

	
 

	
          (i)
 personally liable for the return of any portion of the capital contributions
 (or any return thereon) of the Holders of the Securities which shall be made
 solely from assets of the Trust; and 


	
 

	
 

	
 


	
 

	
 

	
          (ii) required
 to pay to the Trust or to any Holder of Securities any deficit upon
 dissolution of the Trust or otherwise. 


	
 

	
 

	
 


	
 

	
          (b) The
 Holder of the Common Securities shall be liable for all of the debts and
 obligations of the Trust (other than with respect to the Securities) to the
 extent not satisfied out of the Trust’s assets. 





43







	
 

	
 

	
 


	
 

	
          (c)
 Pursuant to Section 3803(a) of the Statutory Trust Act, the Holders of the
 Preferred Securities shall be entitled to the same limitation of personal liability
 extended to stockholders of private corporations for profit organized under
 the General Corporation Law of the State of Delaware. 


	
 

	
 


	
SECTION
 10.02. EXCULPATION. 


	
 


	
 

	
          (a) To
 the fullest extent permitted by law, no Indemnified Person shall be liable,
 responsible or accountable in damages or otherwise to the Trust or any
 Covered Person for any loss, damage or claim incurred by reason of any act or
 omission performed or omitted by such Indemnified Person in good faith on
 behalf of the Trust and in a manner such Indemnified Person reasonably
 believed to be within the scope of the authority conferred on such
 Indemnified Person by this Declaration or by law, except that an Indemnified
 Person shall be liable for any such loss, damage or claim incurred by reason
 of such Indemnified Person’s gross negligence (or, in the case of the
 Property Trustee, negligence), bad faith, or willful misconduct with respect
 to such acts or omissions. 


	
 

	
 


	
 

	
          (b) An
 Indemnified Person shall be fully protected in relying in good faith upon the
 records of the Trust and upon such information, opinions, reports or
 statements presented to the Trust by any Person as to matters the Indemnified
 Person reasonably believes are within such other Person’s professional or expert
 competence and who has been selected with reasonable care by or on behalf of
 the Trust, including information, opinions, reports or statements as to the
 value and amount of the assets, liabilities, profits, losses, or any other
 facts pertinent to the existence and amount of assets from which
 Distributions to Holders of Securities might properly be paid. 


	
 

	
 


	
SECTION
 10.03. FIDUCIARY DUTY. 


	
 


	
 

	
          (a) To
 the extent that, at law or in equity, an Indemnified Person has duties
 (including fiduciary duties) and liabilities relating thereto to the Trust or
 to any other Covered Person, an Indemnified Person acting under this
 Declaration shall not be liable to the Trust or to any other Covered Person
 for its good faith reliance on the provisions of this Declaration. The
 provisions of this Declaration, to the extent that they restrict the duties
 and liabilities of an Indemnified Person otherwise existing at law or in
 equity (other than the duties imposed on the Property Trustee under the Trust
 Indenture Act), are agreed by the parties hereto to replace such other duties
 and liabilities of such Indemnified Person. 


	
 

	
 


	
 

	
          (b)
 Unless otherwise expressly provided herein: 


	
 

	
 


	
 

	
 

	
          (i)
 whenever a conflict of interest exists or arises between an Indemnified
 Person and any Covered Person; or 


	
 

	
 

	
 


	
 

	
 

	
          (ii)
 whenever this Declaration or any other agreement contemplated herein or
 therein provides that an Indemnified Person shall act in a manner that is, 





44







	
 

	
 

	
 


	
 

	
 

	
or provides terms that are, fair and reasonable to the Trust or any
 Holder of Securities, the Indemnified Person shall resolve such conflict of
 interest, take such action or provide such terms, considering in each case
 the relative interest of each party (including its own interest) to such
 conflict, agreement, transaction or situation and the benefits and burdens
 relating to such interests, any customary or accepted industry practices, and
 any applicable generally accepted accounting practices or principles. In the
 absence of bad faith by the Indemnified Person, the resolution, action or
 term so made, taken or provided by the Indemnified Person shall not
 constitute a breach of this Declaration or any other agreement contemplated
 herein or of any duty or obligation of the Indemnified Person at law or in
 equity or otherwise. 


	
 

	
 

	
 


	
 

	
          (c)
 Whenever in this Declaration an Indemnified Person is permitted or required
 to make a decision 


	
 

	
 


	
 

	
 

	
(i) in
 its “discretion” or under a grant of similar authority, the Indemnified Person
 shall be entitled to consider such interests and factors as it desires,
 including its own interests, and shall have no duty or obligation to give any
 consideration to any interest of or factors affecting the Trust or any other
 Person; or 


	
 

	
 

	
 


	
 

	
 

	
(ii) in
 its “good faith” or under another express standard, the Indemnified Person
 shall act under such express standard and shall not be subject to any other
 or different standard imposed by this Declaration or by applicable law. 


	
 

	
 

	
 


	
 

	
          (d) Notwithstanding
 the above, each Indemnified Person shall be subject to the implied covenant
 of good faith and fair dealing pursuant to Delaware law. 


	
 

	
 


	
SECTION
 10.04. INDEMNIFICATION. 


	
 


	
 

	
          (a) To
 the fullest extent permitted by applicable law, the Sponsor shall indemnify
 and hold harmless each Indemnified Person from and against any loss, damage,
 liability, tax, penalty, expense or claim of any kind or nature whatsoever
 incurred by such Indemnified Person by reason of the creation, operation or termination
 of the Trust or any act or omission performed or omitted by such Indemnified
 Person in good faith on behalf of the Trust and in a manner such Indemnified
 Person reasonably believed to be within the scope of authority conferred on
 such Indemnified Person by this Declaration, except that no Indemnified
 Person shall be entitled to be indemnified in respect of any loss, damage or
 claim incurred by such Indemnified Person by reason of gross negligence (or,
 in the case of the Property Trustee, negligence) or willful misconduct with
 respect to such acts or omissions. 


	
 

	
 


	
 

	
          (b) To
 the fullest extent permitted by applicable law, reasonable expenses
 (including reasonable legal fees and expenses) incurred by an Indemnified
 Person in 





45







	
 

	
 


	
 

	
defending any claim, demand, action, suit or proceeding shall, from
 time to time, be advanced by the Sponsor prior to the final disposition of
 such claim, demand, action, suit or proceeding upon receipt by the Sponsor of
 an undertaking by or on behalf of the Indemnified Person to repay such amount
 if it shall be determined that the Indemnified Person is not entitled to be
 indemnified as authorized in Section 10.04(a). The indemnification shall
 survive the termination of this Declaration. 





          The provisions
of this Section shall survive the termination of this Declaration, the
dissolution of the Trust and the resignation or removal of the Property Trustee
or Delaware Trustee. 


SECTION 10.05.
OUTSIDE BUSINESSES. 


          Any Covered
Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage
in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the
business of the Trust, and the Trust and the Holders of Securities shall have
no rights by virtue of this Declaration in and to such independent ventures or
the income or profits derived therefrom and the pursuit of any such venture,
even if competitive with the business of the Trust, shall not be deemed wrongful
or improper. No Covered Person, the Sponsor, the Delaware Trustee, or the
Property Trustee shall be obligated to present any particular investment or
other opportunity to the Trust even if such opportunity is of a character that,
if presented to the Trust, could be taken by the Trust, and any Covered Person,
the Sponsor, the Delaware Trustee and the Property Trustee shall have the right
to take for its own account (individually or as a partner or fiduciary) or to
recommend to others any such particular investment or other opportunity. Any
Covered Person, the Delaware Trustee and the Property Trustee may engage or be
interested in any financial or other transaction with the Sponsor or any
Affiliate of the Sponsor, or may act as depositary for, trustee or agent for,
or act on any committee or body of holders of, securities or other obligations
of the Sponsor or its Affiliates. 


SECTION 10.06.
COMPENSATION. 


          The Sponsor
agrees to pay to the Property Trustee and the Delaware Trustee from time to
time such compensation as the Sponsor and the Property Trustee and Delaware
Trustee shall from time to time agree in writing for all services rendered by
them hereunder (which compensation shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust); 


ARTICLE 11

ACCOUNTING


SECTION 11.01.
FISCAL YEAR. 


          The fiscal
year (“Fiscal Year”) of the Trust shall be the calendar year, or such other
year as is required by the Code. 


46







SECTION 11.02.
CERTAIN ACCOUNTING MATTERS. 


	
 

	
 


	
 

	
          (a) At
 all times during the existence of the Trust, the Regular Trustees shall keep,
 or cause to be kept, full books of account, records and supporting documents,
 which shall reflect in reasonable detail, each transaction of the Trust. The
 books of account shall be maintained on the accrual method of accounting, in
 accordance with generally accepted accounting principles, consistently
 applied. The Trust shall use the accrual method of accounting for United
 States federal income tax purposes. The books of account and the records of
 the Trust shall be examined by and reported upon as of the end of each Fiscal
 Year by a firm of independent certified public accountants selected by the
 Regular Trustees. 


	
 

	
 


	
 

	
          (b) The
 Regular Trustees shall cause to be prepared and delivered to each of the
 Holders of Securities, within 90 days after the end of each Fiscal Year of
 the Trust, annual financial statements of the Trust, including a balance
 sheet of the Trust as of the end of such Fiscal Year, and the related
 statements of income or loss; 


	
 

	
 


	
 

	
          (c) The
 Regular Trustees shall cause to be duly prepared and delivered to each of the
 Holders of Securities, any annual United States federal income tax
 information statement, required by the Code, containing such information with
 regard to the Securities held by each Holder as is required by the Code and
 the Treasury Regulations. Notwithstanding any right under the Code to deliver
 any such statement at a later date, the Regular Trustees shall endeavor to
 deliver all such statements within 30 days after the end of each Fiscal Year
 of the Trust. 


	
 

	
 


	
 

	
          (d) The
 Regular Trustees shall cause to be duly prepared and filed with the
 appropriate taxing authority, an annual United States federal income tax
 return, on a Form 1041 or such other form required by United States federal
 income tax law, and any other annual income tax returns required to be filed
 by the Regular Trustees on behalf of the Trust with any state or local taxing
 authority. 





SECTION 11.03.
BANKING. 


          The Trust
may maintain one or more bank accounts in the name and for the sole benefit of
the Trust; provided, however, that all payments of funds in respect of the
Debentures held by the Property Trustee shall be made directly to the Property
Trustee Account and no other funds of the Trust shall be deposited in the
Property Trustee Account. The sole signatories for such accounts shall be
designated by the Regular Trustees; provided, however, that the Property Trustee
shall designate the signatories for the Property Trustee Account. 


SECTION 11.04.
WITHHOLDING. 


          The Trust
and the Regular Trustees shall comply with all withholding requirements under
United States federal, state and local law. The Trust shall request, and the
Holders shall provide to the Trust, such forms or certificates as are necessary
to establish an exemption from withholding with respect to each Holder, and any
representations and forms as shall reasonably 


47







be requested by the Trust to assist it in determining the extent of,
and in fulfilling, its withholding obligations. The Regular Trustee shall file
required forms with applicable jurisdictions and, unless an exemption from
withholding is properly established by a Holder, shall remit amounts withheld
with respect to the Holder to applicable jurisdictions. To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld shall
be deemed to be a distribution in the amount of the withholding to the Holder.
In the event of any claimed over withholding, to the fullest extent permitted by law Holders shall be limited to an
action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made to any Holder, the
Trust may reduce subsequent Distributions to such Holder by the amount of such
withholding. 


ARTICLE 12

AMENDMENTS AND MEETINGS 


SECTION 12.01.
AMENDMENTS. 


	
 

	
 

	
 

	
 


	
 

	
          (a)
 Except as otherwise provided in this Declaration or by any applicable terms
 of the Securities, this Declaration may only be amended by a written
 instrument approved and executed by: 


	
 

	
 


	
 

	
 

	
          (i) the
 Regular Trustees (or, if there are more than two Regular Trustees a majority of
 the Regular Trustees); 


	
 

	
 

	
 


	
 

	
 

	
          (ii) if
 the amendment affects the rights, powers, duties, obligations or immunities
 of the Property Trustee, the Property Trustee; and 


	
 

	
 

	
 


	
 

	
 

	
          (iii) if
 the amendment affects the rights, powers, duties, obligations or immunities
 of the Delaware Trustee, the Delaware Trustee. 


	
 

	
 

	
 


	
 

	
          (b) No
 amendment shall be made, and any such purported amendment shall be void and
 ineffective: 


	
 

	
 


	
 

	
          (i)
 unless, in the case of any proposed amendment, the Property Trustee shall
 have first received an Officers’ Certificate from each of the Trust and the
 Sponsor that such amendment is permitted by, and conforms to, the terms of
 this Declaration (including the terms of the Securities); 


	
 

	
 


	
 

	
          (ii) unless,
 in the case of any proposed amendment which affects the rights, powers,
 duties, obligations or immunities of the Property Trustee, the Property
 Trustee shall have first received: 


	
 

	
 


	
 

	
 

	
 

	
          (A) an
 Officers’ Certificate from each of the Trust and the sponsor that such
 amendment is permitted by, and conforms to, the terms of this Declaration
 (including the terms of the Securities); and 





48







	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (B) an
 opinion of counsel (who may be counsel to the Sponsor or the Trust) that such
 amendment is permitted by, and conforms to, the terms of this Declaration
 (including the terms of the Securities); and 


	
 

	
 

	
 

	
 


	
 

	
 

	
          (iii) to
 the extent the result of such amendment would be to: 


	
 

	
 

	
 


	
 

	
 

	
 

	
          (A) cause
 the Trust to fail to continue to be classified for purposes of United States
 federal income taxation as a grantor trust; 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (B)
 reduce or otherwise adversely affect the powers of the Property Trustee in
 contravention of the Trust Indenture Act; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
          (C) cause
 the Trust to be deemed to be an Investment Company required to be registered
 under the Investment Company Act; 


	
 

	
 

	
 

	
 


	
 

	
          (c) At
 such time after the Trust has issued any Securities that remain outstanding,
 any amendment that would adversely affect the rights, privileges or
 preferences of any Holder of Securities may be effected only with such
 additional requirements as may be set forth in the terms of such Securities. 


	
 

	
 


	
 

	
          (d)
 Section 9.01(c) and this Section 12.01 shall not be amended without the
 consent of all of the Holders of the Securities. 


	
 

	
 


	
 

	
          (e)
 Article 4 shall not be amended without the consent of the Holders of a
 Majority in liquidation preference of the Common Securities. 


	
 

	
 


	
 

	
          (f) The
 rights of the holders of the Common Securities under Article 5 to increase or
 decrease the number of, and appoint and remove Trustees shall not be amended
 without the consent of the Holders of a Majority in liquidation preference of
 the Common Securities. 


	
 

	
 


	
 

	
          (g)
 Notwithstanding Section 12.01(c), this Declaration may be amended without the
 consent of the Holders of the Securities to: 


	
 

	
 


	
 

	
 

	
          (i) cure
 any ambiguity; 


	
 

	
 

	
 


	
 

	
 

	
          (ii)
 correct or supplement any provision in this Declaration that may be defective
 or inconsistent with any other provision of this Declaration; 


	
 

	
 

	
 


	
 

	
 

	
          (iii) add
 to the covenants, restrictions or obligations of the Sponsor; 


	
 

	
 

	
 


	
 

	
 

	
          (iv)
 conform to any change in Rule 3a-5 or written change in interpretation or
 application of Rule 3a-5 by any legislative body, court, government agency or
 regulatory authority which amendment does not have a material adverse effect
 on the rights, preferences or privileges of the Holders; or 





49







	
 

	
 

	
 


	
 

	
 

	
          (v) cause
 the Trust to continue to be classified for United States federal income tax
 purposes as a grantor trust. 


	
 

	
 

	
 


	
SECTION
 12.02. MEETINGS OF THE HOLDERS OF SECURITIES; ACTION BY WRITTEN CONSENT. 


	
 


	
 

	
          (a)
 Meetings of the Holders of any class of Securities may be called at any time
 by the Regular Trustees (or as provided in the terms of the Securities) to
 consider and act on any matter on which Holders of such class of Securities
 are entitled to act under the terms of this Declaration, the terms of the
 Securities or the rules of any stock exchange on which the Preferred
 Securities are listed or admitted for trading. The Regular Trustees shall
 call a meeting of the Holders of such class if directed to do so by the
 Holders of at least 10% in liquidation preference of such class of
 Securities. Such direction shall be given by delivering to the Regular
 Trustees one or more requests in a writing stating that the signing Holders
 of Securities wish to call a meeting and indicating the general or specific
 purpose for which the meeting is to be called. Any Holders of Securities
 calling a meeting shall specify in writing the Certificates held by the
 Holders of Securities exercising the right to call a meeting and only those
 Securities represented by the Certificates so specified shall be counted for
 purposes of determining whether the required percentage set forth in the
 second sentence of this paragraph has been met. 


	
 

	
 


	
 

	
          (b)
 Except to the extent otherwise provided in the terms of the Securities, the following
 provisions shall apply to meetings of Holders of Securities: 


	
 

	
 


	
 

	
 

	
          (i)
 notice of any such meeting shall be given to all the Holders of Securities
 having a right to vote thereat at least 7 days and not more than 60 days
 before the date of such meeting. Whenever a vote, consent or approval of the
 Holders of Securities is permitted or required under this Declaration or the
 rules of any stock exchange on which the Preferred Securities are listed or
 admitted for trading, such vote, consent or approval may be given at a
 meeting of the Holders of Securities. Any action that may be taken at a
 meeting of the Holders of Securities may be taken without a meeting if a
 consent in writing setting forth the action so taken is signed by the Holders
 of Securities owning not less than the minimum aggregate liquidation
 preference of Securities that would be necessary to authorize or take such
 action at a meeting at which all Holders of Securities having a right to vote
 thereon were present and voting. Prompt notice of the taking of action
 without a meeting shall be given to the Holders of Securities entitled to
 vote who have not consented in writing. The Regular Trustees may specify that
 any written ballot submitted to the Security Holders for the purpose of taking
 any action without a meeting shall be returned to the Trust within the time
 specified by the Regular Trustees; 


	
 

	
 

	
 


	
 

	
 

	
          (ii) each
 Holder of a Security may authorize any Person to act for it by proxy on all
 matters in which a Holder of Securities is entitled to participate, including
 waiving notice of any meeting, or voting or participating at a meeting. No
 proxy shall be valid after the expiration of 11 months from the date thereof 





50







	
 

	
 

	
 


	
 

	
 

	
unless otherwise provided in the proxy. Every proxy shall be
 revocable at the pleasure of the Holder of Securities executing it. Except as
 otherwise provided herein, all matters relating to the giving, voting or
 validity of proxies shall be governed by the General Corporation Law of the
 State of Delaware relating to proxies, and judicial interpretations
 thereunder, as if the Trust were a Delaware corporation and the Holders of
 the Securities were stockholders of a Delaware corporation; 


	
 

	
 

	
 


	
 

	
 

	
          (iii)
 each meeting of the Holders of the Securities shall be conducted by the
 Regular Trustees or by such other Person that the Regular Trustees may
 designate; and 


	
 

	
 

	
 


	
 

	
 

	
          (iv)
 unless the Statutory Trust Act, this Declaration, the terms of the
 Securities, the Trust Indenture Act or the listing rules of any stock
 exchange on which the Preferred Securities are then listed or trading,
 provide otherwise, the Regular Trustees, in their sole discretion, shall
 establish all other provisions relating to meetings of Holders of Securities,
 including notice of the time, place or purpose of any meeting at which any
 matter is to be voted on by any Holders of Securities, waiver of any such
 notice, action by consent without a meeting, the establishment of a record
 date, quorum requirements, voting in person or by proxy or any other matter
 with respect to the exercise of any such right to vote. 





ARTICLE 13

REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE 


SECTION 13.01.
REPRESENTATIONS AND WARRANTIES OF PROPERTY TRUSTEE. 


          The Trustee
that acts as initial Property Trustee represents and warrants to the Trust and
to the Sponsor at the date of this Declaration and on the Closing Date, and
each Successor Property Trustee represents and warrants to the Trust and the
Sponsor at the time of the Successor Property Trustee’s acceptance of its
appointment as Property Trustee that: 


	
 

	
 


	
 

	
          (a) The
 Property Trustee is a banking corporation with trust powers, duly organized,
 validly existing and in good standing under the laws of the jurisdiction of
 its organization, with corporate power and authority to execute and deliver,
 and to carry out and perform its obligations under the terms of, the
 Declaration. 


	
 

	
 


	
 

	
          (b) The
 Property Trustee satisfies the requirements set forth in Section 5.03(a). 


	
 

	
 


	
 

	
          (c) The
 execution, delivery and performance by the Property Trustee of the
 Declaration has been duly authorized by all necessary corporate action on the
 part of the Property Trustee. The Declaration has been duly executed and
 delivered by the Property Trustee, and constitutes a legal, valid and binding
 obligation of the Property Trustee, enforceable against it in accordance with
 its terms, subject to applicable bankruptcy, 





51







	
 

	
 


	
 

	
reorganization, moratorium, insolvency, and other similar laws
 affecting creditors’ rights generally and to general principles of equity and
 the discretion of the court (regardless of whether the enforcement of such
 remedies is considered in a proceeding in equity or at law). 


	
 

	
 


	
 

	
          (d) The
 execution, delivery and performance of the Declaration by the Property
 Trustee does not conflict with or constitute a breach of the certificate of
 incorporation or By-laws of the Property Trustee. 


	
 

	
 


	
 

	
          (e) No
 consent, approval or authorization of, or registration with or notice to, any
 State or Federal banking authority is required for the execution, delivery or
 performance by the Property Trustee, of the Declaration. 


	
 

	
 


	
SECTION
 13.02. REPRESENTATIONS AND WARRANTIES OF DELAWARE TRUSTEE. 


	
 


	
          The Trustee
 that acts as initial Delaware Trustee represents and warrants to the Trust
 and to the Sponsor at the date of this Declaration and at the time of
 Closing, and each Successor Delaware Trustee represents and warrants to the
 Trust and the Sponsor at the time of the Successor Delaware Trustee’s
 acceptance of its appointment as Delaware Trustee that: 


	
 


	
 

	
          (a) The
 Delaware Trustee is a banking corporation with trust powers, duly organized,
 validly existing and in good standing under the laws of the jurisdiction of
 its organization, with corporate power and authority to execute and deliver,
 and to carry out and perform its obligations under the terms of, the
 Declaration. 


	
 

	
 


	
 

	
          (b) The
 execution, delivery and performance by the Delaware Trustee of the
 Declaration has been duly authorized by all necessary corporate action on the
 part of the Delaware Trustee. The Declaration has been duly executed and
 delivered by the Delaware Trustee, and constitutes a legal, valid and binding
 obligation of the Delaware Trustee, enforceable against it in accordance with
 its terms, subject to applicable bankruptcy, reorganization, moratorium,
 insolvency, and other similar laws affecting creditors’ rights generally and
 to general principles of equity and the discretion of the court (regardless
 of whether the enforcement of such remedies is considered in a proceeding in
 equity or at law). 


	
 

	
 


	
 

	
          (c) The
 execution, delivery and performance of the Declaration by the Delaware
 Trustee does not conflict with or constitute a breach of the certificate of
 incorporation or By-laws of the Delaware Trustee. 


	
 

	
 


	
 

	
          (d) No
 consent, approval or authorization of, or registration with or notice to, any
 State or Federal banking authority is required for the execution, delivery or
 performance by the Delaware Trustee, of the Declaration. 


	
 

	
 


	
 

	
          (e) The
 Delaware Trustee is an entity which has its principal place of business in
 the State of Delaware. 





52







	
 

	
 


	
 

	
          (f) The
 Delaware Trustee has been authorized to perform its obligations under the
 Certificate of Trust and the Declaration. 





ARTICLE 14

MISCELLANEOUS


	
 

	
 

	
 


	
SECTION
 14.01. NOTICES. 


	
 


	
          All
 notices provided for in this Declaration shall be in writing, duly signed by
 the party giving such notice, and shall be delivered, telecopied or mailed by
 registered or certified mail, as follows: 


	
 


	
 

	
          (a) if
 given to the Trust, in care of the Regular Trustees at the Trust’s mailing
 address set forth below (or such other address as the Trust may give notice
 of to the Holders of the Securities): 


	
 

	
 


	
 

	
 

	
c/o FBL
 Financial Group, Inc.

 5400 University Avenue

 West Des Moines, Iowa 50266

 Attention: General Counsel 


	
 

	
 

	
 


	
 

	
          (b) if
 given to the Property Trustee, at the mailing address set forth below (or
 such other address as the Property Trustee may give notice of to the Holders
 of the Securities): 


	
 

	
 


	
 

	
 

	
U.S. Bank
 National Association

 60 Livingston Avenue

 St. Paul, MN 55107-2292

 Facsimile: 651-495-8097 


	
 

	
 

	
 


	
 

	
          (c) if
 given to the Delaware Trustee, at the mailing address set forth below (or
 such other address as the Delaware Trustee may give notice to the Holders of
 the Securities): 


	
 

	
 


	
 

	
 

	
U.S. Bank
 Trust National Association

 300 Delaware Avenue,

 Suite 812,

 Wilmington, DE 19809. 


	
 

	
 

	
 


	
 

	
          (d) if
 given to the Holder of the Common Securities, at the mailing address of the
 Sponsor set forth below (or such other address as the Holder of the Common
 Securities may give notice to the Trust): 


	
 

	
 


	
 

	
FBL
 Financial Group, Inc.

 5400 University Avenue

 West Des Moines, Iowa 50266 





53







	
 

	
 

	
 


	
 

	
 

	
Attention:
 General Counsel 


	
 

	
 

	
 


	
 

	
          (e) if
 given to any other Holder, at the address set forth on the books and records
 of the Trust or the Registrar, as applicable. 





          All such
notices shall be deemed to have been given when received in person, telecopied
with receipt confirmed, or mailed by first class mail, postage prepaid except
that if a notice or other document is refused delivery or cannot be delivered
because of a changed address of which no notice was given, such notice or other
document shall be deemed to have been delivered on the date of such refusal or
inability to deliver. 


SECTION 14.02. GOVERNING LAW. 


          This
Declaration and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware and all rights
and remedies shall be governed by such laws without regard to principles of
conflict of laws. 


SECTION 14.03. INTENTION OF THE PARTIES. 


          It is the
intention of the parties hereto that the Trust be classified for United States
federal income tax purposes as a grantor trust. The provisions of this
Declaration shall be interpreted to further this intention of the parties. 


SECTION 14.04. HEADINGS. 


          Headings
contained in this Declaration are inserted for convenience of reference only
and do not affect the interpretation of this Declaration or any provision
hereof. 


SECTION 14.05. SUCCESSORS AND ASSIGNS. 


          Whenever in
this Declaration any of the parties hereto is named or referred to, the
successors and assigns of such party shall be deemed to be included, and all
covenants and agreements in this Declaration by the Sponsor and the Trustees
shall bind and inure to the benefit of their respective successors and assigns,
whether so expressed. 


SECTION 14.06. PARTIAL ENFORCEABILITY. 


          If any
provision of this Declaration, or the application of such provision to any
Person or circumstance, shall be held invalid, the remainder of this
Declaration, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby. 


SECTION 14.07. COUNTERPARTS. 


          This
Declaration may contain more than one counterpart of the signature page and
this Declaration may be executed by the affixing of the signature of each of
the Trustees to one of 


54







such counterpart signature pages. All of such counterpart signature
pages shall be read as though one, and they shall have the same force and
effect as though all of the signers had signed a single signature page. 


          IN WITNESS
WHEREOF, the undersigned has caused these presents to be executed as of the day
and year first above written. 


	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
James E. Hohmann, not in his individual capacity, but solely


	
 

	
as Trustee


	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
James P. Brannen, not in his individual capacity, but solely


	
 

	
as Trustee


	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
Richard J. Kypta, not in his individual capacity, but solely


	
 

	
as Trustee


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK TRUST NATIONAL ASSOCIATION,


	
 

	
as Delaware Trustee


	
 

	
 

	
 

	
 


	
 

	
By:

	 

	
 


	
 

	
Name:


	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK NATIONAL ASSOCIATION,


	
 

	
as Property Trustee


	
 

	
 

	
 

	
 


	
 

	
By:

	 

	
 


	
 

	
Name:


	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
FBL FINANCIAL GROUP, INC.


	
 

	
as Sponsor


	
 

	
 

	
 

	
 


	
 

	
By: 

	 

	
 


	
 

	
Name: James E. Hohmann


	
 

	
Title: Chief Executive Officer





55








ANNEX I


TERMS OF 

[___]% PREFERRED SECURITIES

[___] % COMMON SECURITIES 


          Pursuant
to Section 7.01 of the Amended and Restated Declaration of Trust, dated as of
[______] (as amended from time to time, the “Declaration”), the designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Preferred Securities and the Common Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration or, if not defined in such Declaration, as defined in the
Prospectus Supplement referred to below): 


          1.
Designation and Number. 




          (a)
Preferred Securities. [_______] Preferred Securities of the Trust with an
aggregate liquidation preference with respect to the assets of the Trust of
[__________] Dollars ($[_________])[, plus up to an additional [______________]
Preferred Securities of the Trust with an aggregate liquidation preference with
respect to the assets of the Trust of [______________] Dollars ($[________])
solely to cover over-allotments, as provided for in the underwriting agreement
(the “Additional Preferred Securities”),] and a liquidation preference with
respect to the assets of the Trust of $[ ] per Preferred Security, are hereby
designated for the purposes of identification only as “[___]% Preferred
Securities” (the “Preferred Securities”). The Preferred Security Certificates
evidencing the Preferred Securities shall be substantially in the form attached
hereto as Exhibit A-1, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice or to
conform to the rules of any stock exchange or other organization on which the
Preferred Securities are listed. 


          (b)
Common Securities. [_____] Common Securities of the Trust with an aggregate
liquidation preference with respect to the assets of the Trust of
[_______________________] Dollars ($[________])[, plus up to an additional
[____] Common Securities of the Trust with an aggregate liquidation preference
with respect to the assets of the Trust of [____________________] Dollars
($[_______]) to meet the capital requirements of the Trust in the event of an
issuance of Additional Preferred Securities,] and a liquidation amount with
respect to the assets of the Trust of $[__] per Common Security, are hereby
designated for the purposes of identification only as “[___]% Common
Securities” (the “Common Securities”). The Common Security Certificates
evidencing the Common Securities shall be substantially in the form attached
hereto as Exhibit A-2, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice. 





          2.
Distributions. 


56









          (a)
Distributions payable on each Security will be fixed at a rate per annum of
[___]% (the “Coupon Rate”) of the stated liquidation amount of $[__] per
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
[semi-annual period] [quarter] will bear interest thereon compounded
[semi-annually] [quarterly] at the Coupon Rate (to the extent permitted by
applicable law). The term “Distributions” as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor. The amount of Distributions payable for
any period will be computed for any full [semi-annually] [quarterly]
Distribution period on the basis of a 360- day year of twelve 30-day months,
and for any period shorter than a full [semi-annually] [quarterly] Distribution
period for which Distributions are computed, Distributions will be computed on
the basis of the actual number of days elapsed per 30-day month. 


          (b)
Distributions on the Securities will be cumulative, will accrue from the date
of original issuance and will be payable [semi-annually] [quarterly] in
arrears, on the following dates, which dates correspond to the interest payment
dates on the Debentures: [_________], of each year, commencing on
[________________], except as otherwise described below. The Debenture Issuer
has the right under the Indenture to defer payments of interest by extending
the interest payment period from time to time on the Debentures for a period
not exceeding [_________] consecutive [semi-annual periods] [quarters] (each an
“Extension Period”) and, as a consequence of such deferral, Distributions will
also be deferred. Despite such deferral, [semi-annually] [quarterly]
Distributions will continue to accrue with interest thereon (to the extent
permitted by applicable law) at the Coupon Rate compounded [semi-annually]
[quarterly] during any such Extension Period. Prior to the termination of any
such Extension Period, the Debenture Issuer may further extend such Extension
Period; provided that such Extension Period together with all such previous and
further extensions thereof may not exceed [_________] consecutive [semi-annual
periods] [quarters]. Payments of accrued Distributions will be payable to
Holders as they appear on the books and records of the Trust on the first
record date after the end of the Extension Period. Upon the termination of any
Extension Period and the payment of all amounts then due, the Debenture Issuer
may commence a new Extension Period, subject to the above requirements. 


          (c)
Distributions on the Securities will be payable to the Holders thereof as they
appear on the books and records of the Trust on the relevant record dates. The
relevant record dates shall be 15 days prior to the relevant payment dates,
except as otherwise described in this Annex I to the Declaration. Subject to
any applicable laws and regulations and the provisions of the Declaration, each
such payment in respect of Preferred Securities being held in book-entry form
through The Depository Trust Company (the “Depositary”) will be made as
described under the heading [“Description of the Preferred Securities --
Book-Entry Only Issuance-- The Depository Trust Company”] in the Prospectus
Supplement. The relevant record dates for the Common 



57







	
 

	
 


	
 

	
Securities
 shall be the same record dates as for the Preferred Securities. Distributions
 payable on any Securities that are not punctually paid on any Distribution
 payment date, as a result of the Debenture Issuer having failed to make a
 payment under the Debentures, will cease to be payable to the Person in whose
 name such Securities are registered on the relevant record date, and such
 defaulted Distribution will instead be payable to the Person in whose name
 such Securities are registered on the special record date or other specified
 date determined in accordance with the Indenture. If any date on which
 Distributions are payable on the Securities is not a Business Day, then
 payment of the Distribution payable on such date will be made on the next
 succeeding day that is a Business Day (and without any interest or other
 payment in respect of any such delay) except that, if such Business Day is in
 the next succeeding calendar year, such payment shall be made on the
 immediately preceding Business Day, in each case with the same force and
 effect as if made on such date. 


	
 

	
 


	
 

	
          (d)
 In the event that there is any money or other property held by or for the
 Trust that is not accounted for hereunder, such property shall be distributed
 Pro Rata (as defined herein) among the Holders of the Securities.


	
 

	
 


	
 

	
3.
 Liquidation Distribution Upon Dissolution.





          In
the event of any voluntary or involuntary dissolution, winding-up or
termination of the Trust, the Holders of the Securities on the date of the
dissolution, winding-up or termination, as the case may be, will be entitled to
receive out of the assets of the Trust available for distribution to Holders of
Securities after satisfaction of liabilities of creditors of the trust an
amount equal to the aggregate of the stated liquidation preference of $[__] per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount being the “Liquidation Distribution”), unless, in connection with
such dissolution, winding-up or termination, Debentures in an aggregate
principal amount equal to the aggregate stated liquidation preference of such
Securities, with an interest rate equal to the Coupon Rate of, and bearing
accrued and unpaid interest in an amount equal to the accrued and unpaid
Distributions on, such Securities, shall be distributed on a Pro Rata (as
defined in Section 9 below) basis to the Holders of the Securities in exchange
for such Securities. 


          If,
upon any such dissolution, the Liquidation Distribution can be paid only in
part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Securities shall be paid on a Pro Rata basis in accordance with
paragraph 9 hereof. 


          4.
Redemption and Distribution. 


	
 

	
 


	
 

	
          (a)
 Upon the repayment or payment of the Debentures in whole or in part, whether
 at maturity or upon redemption or otherwise, the proceeds from such repayment
 or redemption shall be simultaneously applied to redeem Securities having an
 aggregate liquidation preference equal to the aggregate principal amount of
 the Debentures so repaid or redeemed at a redemption price of $[__] per
 Security together with accrued and unpaid Distributions thereon through the
 date of the redemption,





58







	
 

	
 


	
 

	
payable in
 cash (the “Redemption Price”). Holders will be given not less than 30 nor
 more than 60 days’ notice of such redemption. Upon the repayment of the
 Debentures at maturity or upon any acceleration, earlier redemption or
 otherwise, the proceeds from such repayment will be applied to redeem the
 Securities, in whole, upon not less than 30 nor more than 60 days’ notice. 


	
 

	
 


	
 

	
          (b)
 If fewer than all the outstanding Securities are to be so redeemed, the
 Common Securities and the Preferred Securities will be redeemed Pro Rata and
 the Preferred Securities to be redeemed will be as described in Paragraph
 4(e)(ii) below. 


	
 

	
 


	
 

	
          (c)
 If, at any time, a Tax Event shall occur and be continuing the Sponsor shall
 cause the Regular Trustees to liquidate the Trust and, after satisfaction of
 creditors of the Trust, cause Debentures to be distributed to the Holders of
 the Securities in liquidation of the Trust within 90 days following the
 occurrence of such Tax Event (the “90 Day Period”); provided, however, that
 such liquidation and distribution shall be conditioned on (i) the Regular
 Trustees’ receipt of an opinion of a nationally recognized independent tax
 counsel (reasonably acceptable to the Regular Trustees) experienced in such
 matters (a “No Recognition Opinion”), which opinion may rely on published
 revenue rulings of the Internal Revenue Service, to the effect that the
 Holders of the Securities will not recognize any income, gain or loss for
 United States Federal income tax purposes as a result of such liquidation and
 distribution of Debentures, and (ii) the Sponsor being unable to avoid such
 Tax Event within such 90 Day Period by taking some ministerial action or
 pursuing some other reasonable measure that, in the sole judgment of the
 Sponsor, will have no adverse effect on the Trust, the Sponsor or the Holders
 of the Securities and will involve no material cost (“Ministerial Action”). 


	
 

	
 


	
 

	
          If
 (i) the Debenture Issuer has received an opinion (a “Redemption Tax Opinion”)
 of a nationally recognized independent tax counsel (reasonably acceptable to
 the Regular Trustees) experienced in such matters that, as a result of a Tax
 Event, there is more than an insubstantial risk that the Debenture Issuer
 would be precluded from deducting the interest on the Debentures for United
 States Federal income tax purposes, even after the Debentures were
 distributed to the Holders of Securities upon liquidation of the Trust as
 described in this paragraph 4(c),or (ii) the Regular Trustees shall have been
 informed by such tax counsel that it cannot deliver a No Recognition Opinion,
 the Issuer shall have the right, upon not less than 30 nor more than 60 days’
 notice, and within 90 days following the occurrence of such Tax Event, to
 redeem the Debentures in whole (but not in part) for cash, at the Tax Event
 Prepayment Price plus accrued and unpaid interest and, following such
 redemption, all the Securities will be redeemed by the Trust at the Tax Event
 Redemption Price plus accrued and unpaid distributions; provided, however,
 that, if at the time there is available to the Debenture Issuer or the Trust
 the opportunity to eliminate, within such 90 Day Period, the Tax Event by
 taking some Ministerial Action, the Trust or the Debenture Issuer will pursue
 such Ministerial Action in lieu of redemption. 


	
 

	
 


	
 

	
          “Adjusted
 Treasury Rate” means, with respect to any prepayment date, the rate per annum
 equal to the [semi-annual] equivalent yield to maturity of the Comparable 





59







	
 

	
 


	
 

	
Treasury
 Issue, assuming a price for the Comparable Treasury Issue (expressed as a
 percentage of its principal amount) equal to the Comparable Treasury Price
 for such prepayment date. 


	
 

	
 


	
 

	
          “Comparable
 Treasury Issue” means the United States Treasury security selected by the
 Quotation Agent as having a maturity comparable to the remaining term of the
 Debentures to be prepaid that would be utilized, at the time of selection and
 in accordance with customary financial practice, in pricing new issues of
 corporate debt securities of comparable maturity to the remaining term of the
 Debentures. 


	
 

	
 


	
 

	
          “Comparable
 Treasury Price” means, with respect to any prepayment date, (i) the average
 of the bid and asked prices for the Comparable Treasury Issue (expressed in
 each case as a of its principal amount) on the third Business Day preceding
 such prepayment date, as set forth in the daily statistical release (or any
 successor release) published by the Federal Reserve Bank of New York and
 designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or
 (ii) if such release (or any successor release) is not published or does not
 contain such prices on such Business Day, (A) the average of the Reference
 Treasury Dealer Quotations for such prepayment date, after excluding the highest
 and lowest such Reference Treasury Dealer Quotations, or (B) if the Debenture
 Trustee obtains fewer than three such Reference Treasury Dealer quotations,
 the average of all such Quotations. 


	
 

	
 


	
 

	
          “Quotation
 Agent” means the Reference Treasury Dealer appointed by the Debenture Issuer.
 


	
 

	
 


	
 

	
          “Reference
 Treasury Dealer” means a nationally recognized U.S. Government securities
 dealer in New York City selected by the Debenture Issuer. 


	
 

	
 


	
 

	
          “Reference
 Treasury Dealer Quotations” means, with respect to each Reference Treasury
 Dealer and any prepayment date, the average, as determined by the Debenture
 Trustee, of the bid and asked prices for the Comparable Treasury Issue
 (expressed in each case as a percentage of its principal amount) quoted in
 writing to the Debenture Trustee by such Reference Treasury Dealer at 5:00
 p.m., New York City time, on the third Business Day preceding such repayment
 date. 


	
 

	
 


	
 

	
          
 “Tax Event” means that the Sponsor shall have received an opinion of a
 nationally recognized independent tax counsel (reasonably acceptable to the
 Regular Trustees) experienced in such matters (a “Dissolution Tax Opinion”)
 to the effect that as a result of (a) any amendment to, or change (including
 any announced prospective change) in, the laws (or any regulations
 thereunder) of the United States or any political subdivision or taxing
 authority therefor or therein, or (b) any amendment to, or change in, an
 interpretation or application of any such laws or regulations by any
 legislative body, court, governmental agency or regulatory authority
 (including the enactment of any legislation and the publication of any
 judicial decision or regulatory determination on or after the date of the
 Prospectus Supplement), which amendment or change is effective or which
 interpretation or pronouncement is announced on or after the date of the 





60







	
 

	
 


	
 

	
Prospectus
 Supplement, there is more than an insubstantial risk that (i) the Trust is or
 will be subject to United States Federal income tax with respect to interest
 received on the Debentures, (ii) interest payable by the Debenture Issuer to
 the Trust on the Debentures is not or will not be deductible by the Debenture
 Issuer for United States Federal income tax purposes, or (iii) the Trust is,
 or will be within 90 days of the date thereof, subject to more than a de
 minimis amount of taxes, duties, assessments or other governmental charges. 


	
 

	
 


	
 

	
          “Tax
 Event Prepayment Price” means a prepayment price equal to the greater of (1)
 100% of the principal amount thereof or (2) the sum, as determined by a
 Quotation Agent, of the present values of the remaining scheduled payments of
 principal and interest (after giving effect to payment of accrued interest to
 the date of prepayment on the Debentures after the prepayment date),
 discounted to the prepayment date on a [semi-annual] basis at the Adjusted
 Treasury Rate plus basis points if prepaid on or prior to, and basis points
 if prepaid thereafter, plus, in any case, accrued and unpaid interest to the
 prepayment date. 


	
 

	
 


	
 

	
          “Tax
 Event Redemption Price” means the redemption price equal to the Tax Event
 Prepayment Price upon an optional prepayment by the Debenture Issuer of the
 Debentures upon the occurrence and continuation of a Tax Event. 


	
 

	
 


	
 

	
          If
 an Investment Company Event (as hereinafter defined) shall occur and be
 continuing, the Sponsor shall cause the Regular Trustees to liquidate the
 Trust and cause the Debentures to be distributed to the Holders of the
 Securities in liquidation of the Trust within 90 days following the
 occurrence of such Investment Company Event. 


	
 

	
 


	
 

	
          “Investment
 Company Event” means the occurrence of a change in law or regulation or a
 written change in interpretation or application of law or regulation by any
 legislative body, court, governmental agency or regulatory authority (a
 “Change in 1940 Act Law”), to the effect that the Trust is or will be
 considered an “investment company” which is required to be registered under
 the United States Investment Company Act, as amended, which Change in 1940
 Act Law becomes effective on or after the date of the Prospectus Supplement. 


	
 

	
 


	
 

	
          After
 the date fixed for any distribution of Debentures: (i) the Securities will no
 longer be deemed to be outstanding, (ii) the Depositary or its nominee (or
 any successor Clearing Agency or its nominee), as record Holder of Preferred
 Securities represented by global certificates, will receive a registered
 global certificate or certificates representing the Debentures to be
 delivered upon such distribution and (iii) any certificates representing
 Securities, except for certificates representing Preferred Securities held by
 the Depositary or its nominee (or any successor Clearing Agency or its
 nominee), will be deemed to represent Debentures having an aggregate
 principal preference equal to the aggregate stated liquidation preference of
 such Securities, with accrued and unpaid interest equal to accrued and unpaid
 Distributions on such Securities until such certificates are presented to the
 Debenture Issuer or its agent for transfer or reissuance.





61







	
 

	
 


	
 

	
          (d)
 The Securities will not be redeemed unless all accrued and unpaid
 Distributions have been paid on all Securities for all [semi-annual]
 [quarterly] Distribution periods terminating on or before the date of
 redemption. 


	
 

	
 


	
 

	
          (e)
 “Redemption or Distribution Procedures.”








	
 

	
 


	
 

	
          (i)
 Notice of any redemption of, or notice of distribution of Debentures in
 exchange for the Securities (a “Redemption/Distribution Notice”) will be
 given by the Trust by mail to each Holder of Securities to be redeemed or
 exchanged not fewer than 30 nor more than 60 days before the date fixed for
 redemption or exchange thereof which, in the case of a redemption, will be
 the date fixed for redemption of the Debentures. For purposes of the
 calculation of the date of redemption or exchange and the dates on which
 notices are given pursuant to this paragraph 4(e)(i), a
 Redemption/Distribution Notice shall be deemed to be given on the day such
 notice is first mailed by first-class mail, postage prepaid, to Holders of
 Securities. Each Redemption/Distribution Notice shall be addressed to the
 Holders of Securities at the address of each such Holder appearing in the
 books and records of the Trust. No defect in the Redemption/Distribution
 Notice or in the mailing of either thereof with respect to any Holder shall
 affect the validity of the redemption or exchange proceedings with respect to
 any other Holder. 


	
 

	
 


	
 

	
          (ii)
 In the event that fewer than all the outstanding Securities are to be
 redeemed, the Securities to be redeemed shall be redeemed Pro Rata from each
 Holder of Preferred Securities, it being understood that, in respect of
 Preferred Securities registered in the name of and held of record by the
 Depositary (or any successor Clearing Agency) or any nominee, the
 distribution of the proceeds of such redemption will be made to each
 Participant (or Person on whose behalf such nominee holds such securities) in
 accordance with the procedures applied by such agency or nominee. 


	
 

	
 


	
 

	
          (iii)
 If Securities are to be redeemed and the Trust gives a
 Redemption/Distribution Notice, which notice may only be issued if the
 Debentures are redeemed as set out in this paragraph 4 (which notice will be
 irrevocable), then (A) with respect to Preferred Securities held in
 book-entry form, by 12:00 noon, Central time, on the redemption date,
 provided that the Debenture Issuer has paid the Property Trustee a sufficient
 amount of cash in connection with the related redemption or maturity of the
 Debentures, the Property Trustee will deposit irrevocably with the Depositary
 (or successor clearing agency) funds sufficient to pay the amount payable on
 redemption with respect to such Preferred Securities and will give the
 Depositary irrevocable instructions and authority to pay the amount payable
 on redemption to the Holders of such Preferred Securities, and (B) with
 respect to Preferred Securities issued in certificated form and Common Securities,
 provided that the Debenture Issuer has paid the Property Trustee a sufficient





62







	
 

	
 


	
 

	
amount of
 cash in connection with the related redemption or maturity of the Debentures,
 the Property Trustee will irrevocably deposit with the Paying Agent funds
 sufficient to pay the amount payable on redemption to the Holders of such
 Securities upon surrender of their certificates. If a Redemption/Distribution
 Notice shall have been given and funds deposited as required, then on the
 date of such deposit, all rights of Holders of such Securities so called for
 redemption will cease, except the right of the Holders of such Securities to
 receive the redemption price, but without interest on such redemption price.
 Neither the Regular Trustees nor the Trust shall be required to register or
 cause to be registered the transfer of any Securities that have been so
 called for redemption. If any date fixed for redemption of Securities is not
 a Business Day, then payment of the amount payable on such date will be made
 on the next succeeding day that is a Business Day (without any interest or
 other payment in respect of any such delay) except that, if such Business Day
 falls in the next calendar year, such payment will be made on the immediately
 preceding Business Day, in each case with the same force and effect as if
 made on such date fixed for redemption. If payment of the redemption price in
 respect of any Securities is improperly withheld or refused and not paid
 either by the Trust or by the Sponsor as guarantor pursuant to the Preferred
 Securities Guarantee or the Common Securities Guarantee, as applicable,
 Distributions on such Securities will continue to accrue at the then
 applicable rate, from the original redemption date to the date of payment, in
 which case the actual payment date will be considered the date fixed for
 redemption for purposes of calculating the amount payable upon redemption
 (other than for purposes of calculating any premium). 


	
 

	
 


	
 

	
          (iv)
 Redemption/Distribution Notices shall be sent by the Regular Trustees on
 behalf of the Trust to (A) in the case of Preferred Securities held in
 book-entry form, the Depositary and, in the case of Securities held in
 certificated form, the Holders of such certificates and (B) in respect of the
 Common Securities, the Holder thereof. 


	
 

	
 


	
 

	
          (v)
 Subject to the foregoing and applicable law (including, without limitation,
 United States Federal securities laws), the Sponsor or any of its
 subsidiaries may at any time and from time to time purchase outstanding Preferred
 Securities by tender, in the open market or by private agreement. 





          5.
[RESERVED]. 


          6.
Voting Rights - Preferred Securities. 


          Except
as provided under this paragraph 6, in the Statutory Trust Act and as otherwise
required by law and the Declaration, the Holders of the Preferred Securities
will have no voting rights. Subject to the requirements set forth in this
paragraph, the Holders of a majority in liquidation preference of the Preferred
Securities, voting separately as a class may direct the time, method, and place
of conducting any proceeding for any remedy available to the Property 


63







Trustee, or
direct the exercise of any trust or power conferred upon the Property Trustee
under the Declaration, including the right to direct the Property Trustee, as
holder of the Debentures, to (i) exercise the remedies available under the
Indenture with respect to the Debentures, (ii) waive any past default and its
consequences that is waivable under Section 6.08 of the Indenture, (iii)
exercise any right to rescind or annul a declaration that the principal of all
the Debentures shall be due and payable, or (iv) consent to any amendment,
modification or termination of the Indenture or the Debentures where such
consent shall be required; provided, however, that, where a consent under the
Indenture would require a Super Majority, the Property Trustee may only give
such consent or take such action at the written direction of the Holders of at
least the proportion in liquidation preference of the Preferred Securities
which the relevant Super Majority represents of the aggregate principal amount
of the Debentures outstanding. The Property Trustee shall not revoke any action
previously authorized or approved by a vote of the Holders of the Preferred
Securities. Other than with respect to directing the time, method and place of
conducting any remedy available to the Property Trustee or the Debenture
Trustee as set forth above, the Property Trustee shall not take any action in
accordance with the directions of the Holders of the Preferred Securities under
this paragraph unless the Property Trustee has received an opinion of
independent tax counsel to the effect that, as a result of such action, the
Trust will not fail to be classified as a grantor trust or partnership for
United States Federal income tax purposes. If the Property Trustee fails to
enforce its rights, as holder of the Debentures, under the Indenture, any
Holder of Preferred Securities may, after a period of 30 days has elapsed from
such Holder’s written request to the Property Trustee to enforce such rights,
institute a legal proceeding directly against the Debenture Issuer, to enforce
the rights of the Property Trustee, as holder of the Debentures, under the
Indenture, without first instituting any legal proceeding against the Property
Trustee or any other Person. 


          Notwithstanding
the foregoing, in the event the Debenture Issuer shall fail to make any payment
on the Debentures when due, Holders of the Preferred Securities shall have the
right to institute a direct action against the Debenture Issuer for payment of
such amounts. Any required approval or direction of Holders of Preferred
Securities may be given at a separate meeting of Holders of Preferred
Securities convened for such purpose, at a meeting of all of the Holders of
Securities in the Trust or pursuant to written consent. The Regular Trustees
will cause a notice of any meeting at which Holders of Preferred Securities are
entitled to vote, or of any matter upon which action by written consent of such
Holders is to be taken, to be mailed to each Holder of record of Preferred
Securities. Each such notice will include a statement setting forth the
following information: (i) the date of such meeting or the date by which such
action is to be taken, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote or of such
matter upon which written consent is sought and (iii) instructions for the
delivery of proxies or consents. 


          No
vote or consent of the Holders of the Preferred Securities will be required for
the Trust to redeem and cancel Preferred Securities or to distribute the
Debentures in accordance with the Declaration and the terms of the Securities. 


          Notwithstanding
that Holders of Preferred Securities are entitled to vote or consent under any
of the circumstances described above, any of the Preferred Securities that are
owned by the 


64







	
 

	
 


	
Sponsor or
 any Affiliate of the Sponsor shall not be entitled to vote or consent and
 shall, for purposes of such vote or consent, be treated as if they were not
 outstanding.


	
 

	
 


	
          7.
 Voting Rights - Common Securities.


	
 

	
 


	
 

	
          (a)
 The Holders of the Common Securities will only have such voting rights as
 provided under paragraphs 7(b), (c) and 8 herein, in the Statutory Trust Act
 and except as otherwise required by law and the Declaration, the Holders of
 the Common Securities will have no voting rights. 


	
 

	
 


	
 

	
          (b)
 The Holders of the Common Securities are entitled, in accordance with Article
 5 of the Declaration, to vote to appoint, remove or replace any Trustee. 


	
 

	
 


	
 

	
          (c)
 Subject to Section 2.06 of the Declaration and only after the Event of
 Default with respect to the Preferred Securities has been cured, waived, or
 otherwise eliminated and subject to the requirements of the second to last
 sentence of this paragraph, the Holders of a Majority in liquidation
 preference of the Common Securities, voting separately as a class, may direct
 the time, method, and place of conducting any proceeding for any remedy
 available to the Property Trustee, or exercising any trust or power conferred
 upon the Property Trustee under the Declaration, including (i) directing the
 time, method, place of conducting any proceeding for any remedy waivable to
 the Debenture Trustee, or exercising any trust or power conferred on the
 Debenture Trustee with respect to the Debentures, (ii) waive any past default
 and its consequences that is waivable under Section 6.08 of the Indenture,
 (iii) exercise any right to rescind or annul a declaration that the principal
 of all the Debentures shall be due and payable, or (iv) consent to any
 amendment, modification or termination of the Indenture or the Debentures where
 such consent shall be required; provided that, where a consent or action
 under the Indenture would require a Super Majority, the Property Trustee may
 only give such consent or take such action at the written direction of the
 Holders of at least the proportion in liquidation preference of the Common
 Securities which the relevant Super Majority represents of the aggregate
 principal amount of the Debentures outstanding. Pursuant to this paragraph
 7(c), the Property Trustee shall not revoke any action previously authorized
 or approved by a vote of the Holders of the Preferred Securities. Other than
 with respect to directing the time, method and place of conducting any remedy
 available to the Property Trustee or the Debenture Trustee as set forth
 above, the Property Trustee shall not take any action in accordance with the
 directions of the Holders of the Common Securities under this paragraph
 unless the Property Trustee has received an opinion of independent tax
 counsel to the effect that, as a result of such action the Trust will not
 fail to be classified as a grantor trust or a partnership for United States
 Federal income tax purposes. If the Property Trustee fails to enforce its
 rights, as holder of the Debentures, under the Indenture, any Holder of
 Common Securities may, after a period of 30 days has elapsed from such
 Holder’s written request to the Property Trustee to enforce such rights,
 institute a legal proceeding directly against the Debenture Issuer, to
 enforce the Property Trustee’s rights, as holder of the Debentures, under the
 Indenture, without first instituting any legal proceeding against the
 Property Trustee or any other Person. Notwithstanding the foregoing, in the
 event the 





65







	
 

	
 


	
 

	
Debenture
 Issuer shall fail to make any payment on the Debentures when due, Holders of
 the Common Securities shall have the right to institute a direct action
 against the Debenture Issuer for payment of such amounts. Any required
 approval or direction of Holders of Common Securities may be given at a
 separate meeting of Holders of Common Securities convened for such purpose,
 at a meeting of all of the Holders of Securities in the Trust or pursuant to
 written consent. The Regular Trustees will cause a notice of any meeting at
 which Holders of Common Securities are entitled to vote, or of any matter
 upon which action by written consent of such Holders is to be taken, to be
 mailed to each Holder of record of Common Securities. Each such notice will
 include a statement setting forth the following information: (i) the date of
 such meeting or the date by which such action is to be taken, (ii) a
 description of any resolution proposed for adoption at such meeting on which
 such Holders are entitled to vote or of such matter upon which written
 consent is sought and (iii) instructions for the delivery of proxies or
 consents. No vote or consent of the Holders of the Common Securities will be
 required for the Trust to redeem and cancel Common Securities or to
 distribute the Debentures in accordance with the Declaration and the terms of
 the Securities. 


	
 

	
 


	
 

	
8.
 Amendments to Declaration and Indenture. 


	
 

	
 


	
 

	
          (a)
 In addition to any requirements under Section 12.01 of the Declaration, if
 any proposed amendment to the Declaration provides for, or the Regular
 Trustees otherwise propose to effect, (i) any action that would adversely
 affect the powers, preferences or special rights of the Securities, whether
 by way of amendment to the Declaration or otherwise, or (ii) the dissolution,
 winding-up or termination of the Trust, other than as described in Section
 8.01 of the Declaration, then the Holders of outstanding Securities as a
 class, will be entitled to vote on such amendment or proposal (but not on any
 other amendment or proposal) and such amendment or proposal shall not be effective
 except with the approval of the Holders of at least 66-2/3% in liquidation
 preference of the Securities, voting together as a single class; provided,
 however, if any amendment or proposal referred to in clause (i) above would
 adversely affect only the Preferred Securities or only the Common Securities,
 then only the affected class will be entitled to vote on such amendment or
 proposal and such amendment or proposal shall not be effective except with
 the approval of 66-2/3% in liquidation preference of such class of
 Securities. 


	
 

	
 


	
 

	
          (b)
 In the event the consent of the Property Trustee as the holder of the
 Debentures is required under the Indenture with respect to any amendment,
 modification or termination of the Indenture or the Debentures, the Property
 Trustee shall request the written direction of the Holders of the Securities
 with respect to such amendment, modification or termination and shall vote
 with respect to such amendment, modification or termination as directed, in
 writing, by a Majority in liquidation preference of the Securities voting
 together as a single class; provided, however, that where a consent under the
 Indenture would require a Super Majority, the Property Trustee may only give
 such consent at the written direction of the Holders of at least the same
 proportion in aggregate stated liquidation preference of the Securities;
 provided, further, that the Property Trustee shall not take any action in
 accordance with 





66







	
 

	
 


	
 

	
the
 directions of the Holders of the Securities under this paragraph 8(b) unless
 the Property Trustee has received an opinion of independent tax counsel to
 the effect that for the purposes of United States Federal income tax the
 Trust will not be classified as other than a grantor trust or partnership on
 account of such action. 


	
 

	
 


	
 

	
9. Pro Rata.
 


	
 

	
 


	
 

	
          A
 reference in these terms of the Securities to any payment, distribution or
 treatment as being “Pro Rata” shall mean pro rata to each Holder of
 Securities according to the aggregate liquidation preference of the
 Securities held by the relevant Holder in relation to the aggregate
 liquidation preference of all Securities outstanding unless, on any
 distribution date or redemption date an Event of Default under the
 Declaration has occurred and is continuing, in which case no payment of any
 distribution on, or amount payable upon redemption of, any Common Security,
 and no other payment on account of the redemption, liquidation or other
 acquisition of Common Securities, shall be made unless payment in full in
 cash of all accumulated and unpaid distributions on all outstanding Preferred
 Securities for all distribution periods terminating on or prior thereto, or
 in the case of payment of the amount payable upon redemption of the Preferred
 Securities, the full amount of such amount in respect of all outstanding
 Preferred Securities shall have been made or provided for, and all funds
 available to the Property Trustee shall first be applied to the payment in
 full in cash of all distributions on, or the amount payable upon redemption
 of Preferred Securities then due and payable. 


	
 

	
 


	
 

	
10. Ranking.
 


	
 

	
 


	
          The
 Preferred Securities rank pari passu and payment thereon shall be made Pro
 Rata with the Common Securities except that, where an Event of Default occurs
 and is continuing under the Indenture in respect of the Debentures held by
 the Property Trustee, the rights of Holders of the Common Securities to
 payment in respect of Distributions and payments upon liquidation, redemption
 and otherwise are subordinated to the rights to payment of the Holders of the
 Preferred Securities.


	
 

	
 


	
 

	
11.
 Acceptance of Securities Guarantee and Indenture.


	
 

	
 


	
          Each
 Holder of Preferred Securities and Common Securities, by the acceptance
 thereof, agrees to the provisions of the Preferred Securities Guarantee and
 the Common Securities Guarantee, respectively, including the subordination
 provisions therein and to the provisions of the Indenture.


	
 

	
 


	
 

	
12. No
 Preemptive Rights.


	
 

	
 


	
          The
 Holders of the Securities shall have no preemptive rights to subscribe for
 any additional securities.


	
 

	
 


	
 

	
13.
 Miscellaneous.





67







          These
terms constitute a part of the Declaration. 


          The
Sponsor will provide a copy of the Declaration, the Preferred Securities
Guarantee or the Common Securities Guarantee (as may be appropriate), and the
Indenture to a Holder without charge on written request to the Sponsor at its
principal place of business. 


68








EXHIBIT A-1


FORM OF PREFERRED SECURITY


[FORM OF FACE OF SECURITY]


          [Include if
Preferred Security is in global form and The Depository Trust Company is the U.
S. Depositary-- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.]


          [Include if
Preferred Security is in global form -- TRANSFERS OF THIS GLOBAL SECURITY SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE DECLARATION REFERRED TO BELOW.]


	
 

	
 


	
          Certificate
 Number

	
Number of
 Preferred Securities


	
 

	
 


	
          [CUSIP
 NO. [ ]]

	
 





69







Preferred Securities


of


FBL Financial Group Capital Trust II


[___]% Preferred Securities


(liquidation preference $[__] per Preferred
Security)


          FBL
Financial Group Capital Trust II, a statutory trust formed under the laws of
the State of Delaware (the “Trust”), hereby certifies that [________](the
“Holder”) is the registered owner of preferred securities of the Trust
representing undivided beneficial interests in the assets of the Trust
designated the [___]% Preferred Securities (liquidation preference $[__] per
Preferred Security) (the “Preferred Securities”). The Preferred Securities are
transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer. The designation, rights, privileges, restrictions,
preferences and other terms and provisions of the Preferred Securities
represented hereby are issued and shall in all respects be subject to the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of [______], as the same may be amended from time to time (the
“Declaration”), including the designation of the terms of the Preferred
Securities as set forth in Annex I to the Declaration. Capitalized terms used
herein but not defined shall have the meaning given them in the Declaration.
The Holder is entitled to the benefits of the Preferred Securities Guarantee to
the extent provided therein. The Sponsor will provide a copy of the
Declaration, the Preferred Securities Guarantee and the Indenture to a Holder
without charge upon written request to the Trust at its principal place of
business.


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


          Upon
receipt of this certificate, the Holder is bound by the Declaration and Annex I
thereto and is entitled to the benefits thereunder.


          By
acceptance, the Holder agrees to treat, for United States Federal income tax
purposes, the Debentures as indebtedness and the Preferred Securities as
evidence of indirect beneficial ownership in the Debentures.


          Unless the
Property Trustee’s Certificate of Authentication hereon has been properly
executed, these Preferred Securities shall not be entitled to any benefit under
the Declaration or be valid or obligatory for any purpose.


          IN
WITNESS WHEREOF, the Trust has executed this certificate this day of
____________, 2009.


70







	
 

	
 

	
 

	
 


	
 

	
FBL
 Financial Group Capital Trust II


	
 

	
 

	
 


	
 

	
By:

	 

	
 


	
 

	
Name:

	
 


	
 

	
Title:

	
 





PROPERTY TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


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


          Dated:
_________, 2009.


	
 

	
 

	
 

	
 


	
 

	
U.S. Bank
 National Association,
as Property Trustee


	
 

	
 

	
 

	
 


	
 

	
By:

	 

	
 


	
 

	
      Authorized
 Signatory

	
 





71







[FORM OF REVERSE OF SECURITY]


          Distributions
payable on each Preferred Security will be fixed at a rate per annum of [___]%
(the “Coupon Rate”) of the stated liquidation preference of $[__] per Preferred
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
[semi-annual period] [quarter] will bear interest thereon compounded
[semi-annually] [quarterly] at the Coupon Rate (to the extent permitted by
applicable law). The term “Distributions” as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor. The amount of Distributions payable for
any period will be computed for any full [semi-annual] [quarterly] Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full [semi-annual] [quarterly] Distribution period for
which Distributions are computed, Distributions will be computed on the basis
of the actual number of days elapsed per 30-day month.


          Except as
otherwise described below, Distributions on the Preferred Securities will be
cumulative, will accrue from the date of original issuance and will be payable
[semi-annually] [quarterly] in arrears, on [______________] of each year,
commencing on [________________], to Holders of record fifteen (15) days prior
to such payment dates, which payment dates shall correspond to the interest
payment dates on the Debentures. The Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding [____]
consecutive [semi-annual periods] [quarters] (each an “Extension Period”) and,
as a consequence of such deferral, Distributions will also be deferred.


          Despite
such deferral, [semi-annual] [quarterly] Distributions will continue to accrue
with interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded [semi-annually] [quarterly] during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture Issuer may
further extend such Extension Period; provided that such Extension Period
together with all such previous and further extensions thereof may not exceed
[_____] consecutive [semi-annual periods] [quarters]. Payments of accrued
Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.


          The
Preferred Securities shall be transferable only in accordance with the
Declaration and Annex I thereto, and subject to the restrictions set forth
therein.


          The Preferred
Securities shall be redeemable as provided in the Declaration and Annex I
thereto.


72







ASSIGNMENT


	
 


	
          FOR
 VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security
 Certificate to:


	
 


	
 



	
          (Insert
 assignee’s social security or tax identification number)


	
 


	
 


	
 


	
 


	
          (Insert
 address and zip code of assignee) and irrevocably appoints


	
 


	
 


	
 


	
 


	
agent to
 transfer this Preferred Security Certificate on the books of the Trust. The
 agent may substitute another to act for him or her.


	
 


	
          Date:




	
 


	
          Signature:




	
 


	
          (Sign
 exactly as your name appears on the other side of this Preferred Security
 Certificate) Signature


	
          Guarantee:(2)




	



	
          (2)
 (Signature must be guaranteed by an “eligible guarantor institution” that is,
 a bank, stockbroker, savings and loan association or credit union meeting the
 requirements of the Registrar, which requirements include membership or
 participation in the Securities Transfer Agents Medallion Program (“STAMP”)
 or such other “signature guarantee program” as may be determined by the
 Registrar in addition to, or in substitution for, STAMP, all in accordance
 with the Securities Exchange Act of 1934, as amended.)





73







EXHIBIT A-2


FORM OF COMMON SECURITY


[FORM OF FACE OF SECURITY]


          [THIS COMMON SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT.]


          [OTHER THAN AS PROVIDED IN THE DECLARATION
(AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE DECLARATION)
OF FBL FINANCIAL GROUP, INC.


	
 

	
 

	
 


	
 

	
Certificate
 Number

	
Number of
 Common Securities





74







Common Securities


of


FBL Financial Group Capital Trust II


____% Common Securities


(liquidation preference $[___] per Common
Security)


          FBL
Financial Group Capital Trust II, a statutory trust formed under the laws of
the State of Delaware (the “Trust”), hereby certifies that
_______________________________________ (the “Holder”) is the registered owner
of common securities of the Trust representing undivided beneficial interests
in the assets of the Trust designated the ___% Common Securities (liquidation
preference $[___] per Common Security) (the “Common Securities”). The Common
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer. The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Common
Securities represented hereby are issued and shall in all respects be subject
to the provisions of the Amended and Restated Declaration of Trust of the Trust
dated as of [_____], as the same may be amended from time to time (the
“Declaration”), including the designation of the terms of the Common Securities
as set forth in Annex I to the Declaration. Capitalized terms used herein but
not defined shall have the meaning given them in the Declaration. The Holder is
entitled to the benefits of the Common Securities Guarantee to the extent
provided therein. The Sponsor will provide a copy of the Declaration, the
Common Securities Guarantee and the Indenture to a Holder without charge upon
written request to the Sponsor at its principal place of business.


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


          Upon
receipt of this certificate, the Sponsor is bound by the Declaration and Annex
I thereto and is entitled to the benefits thereunder.


          By
acceptance, the Holder agrees to treat for United States Federal income tax
purposes the Debentures as indebtedness and the Common Securities as evidence
of indirect beneficial ownership in the Debentures.


          IN WITNESS
WHEREOF, the Trust has executed this certificate this day of ________________
___, 2009.


75







	
 


	
FBL
 Financial Group Capital Trust II


	
 


	
By:


	
 


	
Name:


	
Title:





76







[FORM OF REVERSE OF SECURITY]


          Distributions
payable on each Common Security will be fixed at a rate per annum of ___% (the
“Coupon Rate”) of the stated liquidation preference of $[__] per Common
Security, such rate being the rate of interest payable on the Debentures to be
held by the Property Trustee. Distributions in arrears for more than one
[semi-annual] [quarterly] period will bear interest thereon compounded
[semi-annually] [quarterly] at the Coupon Rate (to the extent permitted by
applicable law). The term “Distributions” as used herein includes such cash
distributions and any such interest payable unless otherwise stated. A
Distribution is payable only to the extent that payments are made in respect of
the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds available therefor. The amount of Distributions payable for
any period will be computed for any full [semi-annual] [quarterly] Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full [semi-annual] [quarterly] Distribution period for
which Distributions are computed, Distributions will be computed on the basis
of the actual number of days elapsed per 30-day month.


          Except as
otherwise described below, Distributions on the Common Securities will be
cumulative, will accrue from the date of original issuance and will be payable
[semi-annually] [quarterly] in arrears, on [_________________] of each year,
commencing on [________________], to Holders of record fifteen (15) days prior
to such payment dates, which payment dates shall correspond to the interest
payment dates on the Debentures. The Debenture Issuer has the right under the
Indenture to defer payments of interest by extending the interest payment
period from time to time on the Debentures for a period not exceeding [_______]
consecutive [semi-annual] [quarterly] periods (each an “Extension Period”) and,
as a consequence of such deferral, Distributions will also be deferred. Despite
such deferral, [semi-annual] [quarterly] Distributions will continue to accrue
with interest thereon (to the extent permitted by applicable law) at the Coupon
Rate compounded [semi-annually] [quarterly] during any such Extension Period.
Prior to the termination of any such Extension Period, the Debenture Issuer may
further extend such Extension Period; provided that such Extension Period
together with all such previous and further extensions thereof may not exceed
[______] consecutive [semi-annual] [quarterly] periods. Payments of accrued
Distributions will be payable to Holders as they appear on the books and
records of the Trust on the first record date after the end of the Extension
Period. Upon the termination of any Extension Period and the payment of all
amounts then due, the Debenture Issuer may commence a new Extension Period,
subject to the above requirements.


          The Common
Securities shall be transferable only in accordance with the Declaration and
Annex I thereto, and subject to the restrictions set forth therein.


          The Common
Securities shall be redeemable as provided in the Declaration and Annex I
thereto.


77







ASSIGNMENT


	
 


	
          FOR
 VALUE RECEIVED, the undersigned assigns and transfers this Preferred Security
 Certificate to:


	
 


	
 


	
 


	
 


	
          (Insert
 assignee’s social security or tax identification number)


	
 


	
 


	
 


	
 


	
 


	
          (Insert
 address and zip code of assignee) and irrevocably appoints


	
 


	
 


	
 


	
 


	
agent to
 transfer this Preferred Security Certificate on the books of the Trust. The
 agent may substitute another to act for him or her.


	
 


	
          Date:




	
 


	
          Signature:




	
 


	
          (Sign
 exactly as your name appears on the other side of this Preferred Security
 Certificate) Signature


	
          Guarantee:(3)




	



	
          (3)
 (Signature must be guaranteed by an “eligible guarantor institution” that is,
 a bank, stockbroker, savings and loan association or credit union meeting the
 requirements of the Registrar, which requirements include membership or
 participation in the Securities Transfer Agents Medallion Program (“STAMP”)
 or such other “signature guarantee program” as may be determined by the
 Registrar in addition to, or in substitution for, STAMP, all in accordance
 with the Securities Exchange Act of 1934, as amended.)





78