SENIOR INDENTURE DATED AS OF AUGUST 20, 2009



Exhibit 4.11(a)


	
 


	
FBL FINANCIAL GROUP, INC.


	
 


	
Issuer


	
 


	
And


	
 


	
COMMERCE BANK, N.A.


	
 


	
Trustee







	
 


	 






	
 


	
INDENTURE


	
 


	
Dated as of August 20, 2009







	
 


	 






	
 


	
Senior Debt Securities





1 










TABLE OF CONTENTS


	
 

	
 

	
 


	
 

	
 

	
PAGE


	
 

	
 

	
 


	
ARTICLE I

 DEFINITIONS


	
 

	
 


	
SECTION 1.01

	
Definitions
 of Terms


	
“Affiliate”


	
“FBL Trust”


	
“Authenticating Agent”


	
“Bankruptcy Law”


	
“Board of Directors”


	
“Board Resolution”


	
“Business Day”


	
“Certificate”


	
“Company”


	
“Commission”


	
“Common Securities”


	
“Common Securities Guarantee”


	
“Corporate Trust Office”


	
“Custodian”


	
“Declaration”


	
“Default”


	
“Deferral Period”


	
“Depositary”


	
“Event of Default”


	
“Global Security”


	
“Governmental Obligations”


	
“herein,” “hereof” and
“hereunder”


	
“Indebtedness”


	
“Indenture”


	
“Insurance Subsidiary”


	
“Interest Payment Date”


	
“Investment Company Act”


	
“Officers’ Certificate”


	
“Opinion of Counsel”


	
“Original Issue Discount
Security”


	
“Outstanding”


	
“Paying Agent”


	
“Person”


	
“Place of Payment”


	
“Predecessor Security”


	
“Preferred Securities”





2 










	
 


	
“Preferred Securities Guarantee”


	
“Property Trustee”


	
“Redemption Date”


	
“Redemption Price”


	
“Responsible Officer”


	
“Securities”


	
“Securities Act”


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


	
“Stated Maturity”


	
“Subsidiary”


	
“Trustee”


	
“Trust Indenture Act” 


	
“Trust Securities”


	
“Voting Stock”


	
“Yield to Maturity”








	
 

	
 

	
 


	
ARTICLE II

 DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF

 SECURITIES


	
 

	
 

	
 


	
SECTION 2.01

	
 

	
Designation
 and Terms of Securities


	
SECTION 2.02

	
 

	
Form of
 Securities and Trustee’s Certificate


	
SECTION 2.03

	
 

	
Denominations;
 Provisions for Payment


	
SECTION 2.04

	
 

	
Execution
 and Authentications


	
SECTION 2.05

	
 

	
Registration
 of Transfer and Exchange


	
SECTION 2.06

	
 

	
Temporary
 Securities


	
SECTION 2.07

	
 

	
Mutilated,
 Destroyed, Lost or Stolen Securities


	
SECTION 2.08

	
 

	
Cancellation


	
SECTION 2.09

	
 

	
Benefits of
 Indenture


	
SECTION 2.10

	
 

	
Authenticating
 Agent


	
SECTION 2.11

	
 

	
Global
 Securities


	
SECTION 2.12

	
 

	
CUSIP
 Numbers


	
 

	
 

	
 


	
ARTICLE III

 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


	
 

	
 

	
 


	
SECTION 3.01

	
 

	
Redemption


	
SECTION 3.02

	
 

	
Notice of
 Redemption


	
SECTION 3.03

	
 

	
Payment Upon
 Redemption


	
SECTION 3.04

	
 

	
Sinking Fund


	
SECTION 3.05

	
 

	
Satisfaction
 of Sinking Fund Payments with Securities


	
SECTION 3.06

	
 

	
Redemption
 of Securities for Sinking Fund





3 










	
 

	
 

	
 


	
ARTICLE IV

 CERTAIN COVENANTS


	
 


	
SECTION 4.01

	
 

	
Payment of
 Principal, Premium and Interest


	
SECTION 4.02

	
 

	
Maintenance
 of Office or Agency


	
SECTION 4.03

	
 

	
Paying
 Agents


	
SECTION 4.04

	
 

	
Statement by
 Officers as to Default


	
SECTION 4.05

	
 

	
Existence


	
SECTION 4.06

	
 

	
Payment of
 Taxes


	
SECTION 4.07

	
 

	
Limitations
 on Disposition of Stock of the Insurance Subsidiaries


	
SECTION 4.08

	
 

	
Waiver of
 Certain Covenants


	
SECTION 4.09

	
 

	
Appointment
 to Fill Vacancy in Office of Trustee


	
SECTION 4.10

	
 

	
Compliance
 with Consolidation Provisions


	
 

	
 

	
 


	
ARTICLE V

 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE


	
 

	
 

	
 


	
SECTION 5.01

	
 

	
Company to
 Furnish Trustee Names and Addresses of Securityholders


	
SECTION 5.02

	
 

	
Preservation
 Of Information; Communications With Securityholders


	
SECTION 5.03

	
 

	
Reports by
 the Company


	
SECTION 5.04

	
 

	
Reports by
 the Trustee 


	
 

	
 

	
 


	
ARTICLE VI

 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


	
 

	
 

	
 


	
SECTION 6.01

	
 

	
Events of
 Default


	
SECTION 6.02

	
 

	
Collection
 of Indebtedness and Suits for Enforcement by Trustee


	
SECTION 6.03

	
 

	
Application
 of Moneys Collected


	
SECTION 6.04

	
 

	
Limitation
 on Suits


	
SECTION 6.05

	
 

	
Rights and
 Remedies Cumulative; Delay or Omission Not Waiver


	
SECTION 6.06

	
 

	
Control by
 Securityholders


	
SECTION 6.07

	
 

	
Undertaking
 to Pay Costs


	
SECTION 6.08

	
 

	
Waiver of
 Past Defaults


	
SECTION 6.09

	
 

	
Trustee to
 Give Notice of Default


	
 

	
 

	
 


	
ARTICLE VII

 CONCERNING THE TRUSTEE


	
 

	
 

	
 


	
SECTION 7.01

	
 

	
Certain
 Duties and Responsibilities of Trustee


	
SECTION 7.02

	
 

	
Certain
 Rights of Trustee


	
SECTION 7.03

	
 

	
Trustee Not
 Responsible for Recitals or Issuance or Securities


	
SECTION 7.04

	
 

	
May Hold
 Securities


	
SECTION 7.05

	
 

	
Moneys Held
 in Trust


	
SECTION 7.06

	
 

	
Compensation
 and Reimbursement


	
SECTION 7.07

	
 

	
Reliance on
 Officers’ Certificate


	
SECTION 7.08

	
 

	
Disqualification;
 Conflicting Interests


	
SECTION 7.09

	
 

	
Corporate
 Trustee Required; Eligibility


	
SECTION 7.10

	
 

	
Resignation
 and Removal; Appointment of Successor





4 










	
 

	
 

	
 


	
SECTION 7.11

	
 

	
Acceptance
 of Appointment By Successor


	
SECTION 7.12

	
 

	
Merger,
 Conversion, Consolidation or Succession to Business


	
SECTION 7.13

	
 

	
Preferential
 Collection of Claims Against the Company


	
 

	
 

	
 


	
ARTICLE VIII

 CONCERNING THE SECURITYHOLDERS


	
 

	
 

	
 


	
SECTION 8.01

	
 

	
Evidence of
 Action by Securityholders


	
SECTION 8.02

	
 

	
Proof of
 Execution by Securityholders


	
SECTION 8.03

	
 

	
Who May be
 Deemed Owners


	
SECTION 8.04

	
 

	
Certain
 Securities Owned by Company Disregarded


	
SECTION 8.05

	
 

	
Actions
 Binding on Future Securityholders


	
 

	
 

	
 


	
ARTICLE IX

 SUPPLEMENTAL INDENTURES


	
 

	
 

	
 


	
SECTION 9.01

	
 

	
Supplemental
 Indentures Without the Consent of Securityholders


	
SECTION 9.02

	
 

	
Supplemental
 Indentures With Consent of Securityholders


	
SECTION 9.03

	
 

	
Effect of
 Supplemental Indentures


	
SECTION 9.04

	
 

	
Securities
 Affected by Supplemental Indentures


	
SECTION 9.05

	
 

	
Execution of
 Supplemental Indentures


	
 

	
 

	
 


	
ARTICLE X

 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


	
 

	
 

	
 


	
SECTION
 10.01

	
 

	
When the
 Company May Consolidate, Merge, Etc


	
 

	
 

	
 


	
ARTICLE XI

 SATISFACTION AND DISCHARGE


	
 

	
 

	
 


	
SECTION
 11.01

	
 

	
Satisfaction
 and Discharge of Indenture


	
SECTION
 11.02

	
 

	
Deposited
 Moneys and Governmental Obligations to be Held in Trust


	
SECTION
 11.03

	
 

	
Payment of
 Moneys Held by Paying Agents


	
SECTION
 11.04

	
 

	
Repayment to
 Company


	
 

	
 

	
 


	
ARTICLE XII

 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


	
 

	
 

	
 


	
SECTION
 12.01

	
 

	
No Recourse


	
 

	
 

	
 


	
ARTICLE XIII

 DEFEASANCE AND COVENANT DEFEASANCE


	
 

	
 

	
 


	
SECTION
 13.01

	
 

	
Company’s
 Option to Effect Defeasance or Covenant Defeasance


	
SECTION
 13.02

	
 

	
Defeasance
 and Discharge


	
SECTION
 13.03

	
 

	
Covenant
 Defeasance





5 










	
 

	
 

	
 


	
SECTION
 13.04

	
 

	
Conditions
 to Defeasance or Covenant Defeasance


	
SECTION
 13.05

	
 

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


	
SECTION
 13.06

	
 

	
Reinstatement


	
 

	
 

	
 


	
ARTICLE XIV

 MISCELLANEOUS PROVISIONS


	
 

	
 

	
 


	
SECTION
 14.01

	
 

	
Effect on
 Successors and Assigns


	
SECTION
 14.02

	
 

	
Actions by
 Successor


	
SECTION
 14.03

	
 

	
Notices


	
SECTION
 14.04

	
 

	
Governing
 Law


	
SECTION
 14.05

	
 

	
Treatment of
 Securities as Debt


	
SECTION
 14.06

	
 

	
Compliance
 Certificates and Opinions


	
SECTION
 14.07

	
 

	
Payments on
 Business Days


	
SECTION
 14.08

	
 

	
Conflict
 with Trust Indenture Act


	
SECTION
 14.09

	
 

	
Counterparts


	
SECTION
 14.10

	
 

	
Separability


	
SECTION
 14.11

	
 

	
Assignment


	
SECTION
 14.12

	
 

	
Acknowledgment
 of Rights





CROSS-REFERENCE TABLE(1)


Section of
Trust Indenture Act of 1939, as amended Section of Indenture


	
 

	
 

	
 


	
310(a)

	
 

	
Inapplicable


	
310(b)

	
 

	
7.08


	
310(c)

	
 

	
Inapplicable


	
311(a)

	
 

	
7.13


	
311(b)

	
 

	
7.13


	
311(c)

	
 

	
Inapplicable


	
312(b)

	
 

	
5.02(c)


	
312(c)

	
 

	
Inapplicable


	
313(a)

	
 

	
5.04(a)


	
313(b)

	
 

	
5.04(b)


	
313(c)

	
 

	
5.04(b)


	
313(d)

	
 

	
Inapplicable


	
314(a)

	
 

	
Inapplicable


	
314(b)

	
 

	
Inapplicable


	
314(c)

	
 

	
Inapplicable


	
314(d)

	
 

	
Inapplicable


	
314(e)

	
 

	
Inapplicable


	
314(f)

	
 

	
Inapplicable





6 










	
 

	
 

	
 


	
315(a)

	
 

	
Inapplicable


	
315(b)

	
 

	
Inapplicable


	
315(c)

	
 

	
Inapplicable


	
315(d)

	
 

	
Inapplicable


	
315(e)

	
 

	
Inapplicable


	
316(a)

	
 

	
Inapplicable


	
316(b)

	
 

	
Inapplicable


	
316(c)

	
 

	
Inapplicable


	
317(a)

	
 

	
Inapplicable


	
317(b)

	
 

	
Inapplicable


	
318(a)

	
 

	
Inapplicable





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


7 










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


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


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


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


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


ARTICLE I

DEFINITIONS


SECTION
1.01     Definitions of Terms.


          The
terms defined in this Section (except as in this Indenture otherwise expressly
provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section and shall include the plural as well as the
singular. All other terms used in this Indenture that are defined in the Trust
Indenture Act of 1939, as amended, or that are by reference in such Act defined
in the Securities Act of 1933, as amended (except as herein otherwise expressly
provided or unless the context otherwise requires), shall have the meanings
assigned to such terms in said Trust Indenture Act and in said Securities Act
as in force at the date of the execution of this instrument.


          “Affiliate”
of any specified Person means any other Person, directly or indirectly,
controlling or controlled by or under direct or indirect common control with such
specified Person. When used with respect to any Person, “control” means the
power, directly or indirectly, to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
securities, by contract or otherwise; and the terms “controlling” and
“controlled” and “under common control with” have meaning correlative to the
foregoing.


8 










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


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


          “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state bankruptcy,
insolvency, reorganization or other law for the relief of debtors.


          “Board
of Directors” means the Board of Directors of the Company or any duly
authorized committee of such Board.


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


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


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


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


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


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


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


9 










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


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


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


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


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


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


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


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


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


10 










make any
deduction from the amount payable to the holder of such depositary receipt from
any amount received by the custodian in respect of the Governmental Obligation
or the specific payment of principal of or interest on the Governmental
Obligation evidenced by such depositary receipt.


          “herein,”
“hereof” and “hereunder,” and other words of similar import, refer to this
Indenture as a whole and not to any particular Article, Section or other
subdivision.


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


          “Indenture”
means this instrument as originally executed and as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into pursuant to the applicable provisions hereof, including, for all purposes
of this instrument and any such supplemental indenture, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this instrument
and any such supplemental indenture, respectively. The term “Indenture” shall
also include the terms of particular series of Securities established as
contemplated by Section 2.01.


          “Insurance
Subsidiary” means each of (i) Farm Bureau Life Insurance Company, an insurance
company duly organized and existing under the insurance laws of the State of
Iowa or any Person successor thereto and (ii) EquiTrust Life Insurance Company,
an insurance company duly organized and existing under the laws of the State of
Iowa or any Person successor thereto (together, the “Insurance Subsidiaries”).


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


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


11 










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


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


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


          “Outstanding,”
when used with reference to Securities of any series, means, subject to the
provisions of Section 8.04, as of any particular time, all Securities of that
series theretofore authenticated and delivered by the Trustee under this
Indenture, except (a) Securities theretofore canceled by the Trustee or any
Paying Agent, or delivered to the Trustee or any Paying Agent for cancellation
or that have previously been canceled; (b) Securities or portions thereof for
the payment or redemption of which moneys or Governmental Obligations in the
necessary amount shall have been deposited in trust with the Trustee or with
any Paying Agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent); provided, however, that if such Securities or portions of such
Securities are to be redeemed prior to the maturity thereof, notice of such
redemption shall have been given as in Article III provided, or provision
satisfactory to the Trustee shall have been made for giving such notice; (c)
Securities in lieu of or in substitution for which other Securities shall have
been authenticated and delivered pursuant to the terms of Section 2.07; (d)
Securities as to which Defeasance (as defined in Section 13.02) has been
effected pursuant to Section 13.02; and (e) Securities as to which Covenant
Defeasance (as defined in Section 13.03) has been effected pursuant to Section
13.03, but only with respect to any direction, waiver, consent, declaration or
other act of holders (and the consequences thereof) in connection with Article
X, Sections 4.06 and 4.07 and any covenants provided pursuant to Sections
2.01(16), 9.01(4) or 9.01(7) for the benefit of the holders of the Securities,
but shall continue to be deemed “Outstanding” for all other purposes hereunder;
provided, however, that in determining whether the holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and payable as of such date upon
acceleration of the maturity thereof to such date pursuant to Section 6.01(b),
(B) if, as of such date, the principal amount payable at the Stated Maturity of
a Security is not determinable, the principal amount of such Security which
shall be deemed to be Outstanding shall be the amount as specified or
determined as contemplated by Section 2.01, (C) the principal amount of a
Security denominated in one or more foreign currencies or currency units which
shall be deemed to be Outstanding shall be the U.S. dollar equivalent,
determined as of such date in the manner provided as contemplated by Section
2.01, of the principal amount of such Security (or, in the case of a Security
described in Clause (A) or (B)


12










above, of the amount determined as provided in such Clause), and (D)
Securities beneficially owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only
Securities which a Responsible Officer of the Trustee knows to be so owned
shall be so disregarded. Securities so owned which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


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


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


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


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


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


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


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


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


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


13










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


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


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


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


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


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


          “Trustee”
means Commerce Bank, N. A. and, subject to the provisions of Article VII, shall
also include its successors and assigns and, if at any time there is more than
one Person acting in such capacity hereunder, “Trustee” shall mean each such
Person. The term “Trustee” as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series.


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


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


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


14










other than shares, interests, participations or other equivalents
having such power only by reason of the occurrence of a contingency.


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


ARTICLE II


DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF SECURITIES


SECTION 2.01      Designation and Terms of Securities.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (4)     the
 Stated Maturity of the Securities;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





15










	
 

	
 


	
 

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

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





16










	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (24)     any
 other terms of the series which may be required by or advisable under
 applicable laws or regulations.





          All
Securities of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to any such
Board Resolution or in any indentures supplemental hereto.


          If any of
the terms of the series are established by action taken pursuant to a Board
Resolution of the Company, a copy of an appropriate record of such action shall
be certified by the Secretary of the Company and delivered to the Trustee at or
prior to the delivery of the Officers’ Certificate of the Company setting forth
the terms of the series.


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




17











               SECTION
2.02      Form of Securities and Trustee’s Certificate.


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


               SECTION
2.03      Denominations; Provisions for Payment.


          The
Securities shall be issuable as registered Securities and in the denominations
of one thousand U.S. dollars ($1,000) or any integral multiple thereof, subject
to Section 2.01(12). The Securities of a particular series shall bear interest
payable on the dates and at the rate specified with respect to that series.
Unless otherwise provided pursuant to Section 2.01, the principal of and the
interest on the Securities of any series, as well as any premium thereon in
case of redemption thereof prior to maturity, shall be payable in the coin or
currency of the United States of America that at the time is legal tender for
public and private debt, at the office or agency of the Company maintained for
that purpose in the Place of Payment. Each Security shall be dated the date of
its authentication. Interest on the Securities shall be computed on the basis
of a 360-day year composed of twelve 30-day months.


          The
interest installment on any Security that is payable, and is punctually paid or
duly provided for, on any Interest Payment Date for Securities of that series
shall be paid to the Person in whose name said Security (or one or more
Predecessor Securities) is registered at the close of business on the regular
record date for such interest installment. In the event that any Security of a
particular series or portion thereof is called for redemption and the
redemption date is subsequent to a regular record date with respect to any
Interest Payment Date and prior to such Interest Payment Date, interest on such
Security will be paid upon presentation and surrender of such Security as
provided in Section 3.03.


          Except
as otherwise specified with respect to a series of Securities in accordance
with the provisions of Section 2.01, any interest on any Security that is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date for Securities of the same series (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the registered holder on the
relevant regular record date by virtue of having been such holder; and such
Defaulted Interest shall be paid by the Company, at its election, as provided
in clause (1) or clause (2) below:


	
 

	
 


	
 

	
          (1)     The
 Company may make payment of any Defaulted Interest on Securities to the
 Persons in whose names such Securities (or their respective Predecessor
 Securities) are registered at the close of business on a special record date
 for the payment of such Defaulted Interest, which shall be fixed in the
 following manner: the Company shall notify the Trustee in writing of the
 amount of Defaulted Interest proposed to be paid on each such Security and
 the date of the proposed payment, and at the same time the Company shall
 deposit with the Trustee an amount of money equal to the aggregate 





18










	
 

	
 


	
 

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


	
 

	
 


	
 

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





          Unless
otherwise set forth in a Board Resolution of the Company or one or more
indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.01 hereof, the term “regular record date” as used
in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of
the month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the first day of a month, or the last day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if
such Interest Payment Date is the fifteenth day of a month, whether or not such
date is a Business Day.


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


               SECTION
2.04      Execution and Authentications.


          The
Securities shall be signed on behalf of the Company by its Chief Financial
Officer, or one of its Vice Presidents, or its Secretary, under its corporate
seal attested by its Secretary. Signatures may be in the form of a manual or
facsimile signature. The Company may use the


19










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


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


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


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


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


               SECTION
2.05      Registration of Transfer and Exchange.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (b)     The
 Company shall keep, or cause to be kept, at its office or agency designated
 for such purpose, or such other location designated by the Company a register





20












	
 

	
 


	
 

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





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


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





                    
SECTION 2.06     Temporary Securities.


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


21










exchange for such
temporary Securities an equal aggregate principal amount of definitive
Securities of such series, unless the Company advises the Trustee to the effect
that definitive Securities need not be executed and furnished until further
notice from the Company. Until so exchanged, the temporary Securities of such series
shall be entitled to the same benefits under this Indenture as definitive
Securities of such series authenticated and delivered hereunder.


          SECTION
2.07     Mutilated, Destroyed, Lost or Stolen Securities.


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


          Every
replacement Security issued pursuant to the provisions of this Section shall
constitute an additional contractual obligation of the Company whether or not
the mutilated, destroyed, lost or stolen Security shall be found at any time,
or be enforceable by anyone, and shall be entitled to all the benefits of (but
shall be subject to all of the limitations of rights set forth in) this
Indenture equally and proportionately with any and all other Securities of the
same series duly issued hereunder. All Securities shall be held and owned upon
the express condition that the foregoing provisions are exclusive with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities, and shall preclude (to the extent lawful) any and all other rights
or remedies, notwithstanding any law or statute existing or hereafter enacted
to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.




22










          SECTION
2.08     Cancellation.


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


          SECTION
2.09     Benefits of Indenture.


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


          SECTION
2.10     Authenticating Agent.


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


          Any
corporation into which any Authenticating Agent may be merged or converted, or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Authenticating Agent shall be
a party, or any corporation succeeding to all or substantially all of the
corporate agency business of any Authenticating Agent, shall


23










 continue to be the Authenticating Agent with
respect to all series of Securities for which it served as Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or such Authenticating Agent.


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


          SECTION
2.11     Global Securities.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)     If
 at any time the Depositary for a series of the Securities notifies the
 Company that it is unwilling or unable to continue as Depositary for such
 series or if at any time the Depositary for such series shall no longer be
 registered as a clearing agency under the Exchange Act or in good standing
 under the Exchange Act, or other applicable statute or regulation, and a
 successor Depositary for such series is not appointed by the Company within
 90 days after the Company receives such notice or becomes aware of such
 condition, as the case may be, this Section 2.11 shall no longer be
 applicable to the Securities of such series and the Company will execute, and
 subject to Section 2.05, the Trustee will authenticate and deliver the
 Securities of such series in definitive registered form without coupons, in
 authorized denominations, and in an aggregate principal amount equal to the
 principal amount of the Global Security of such series in exchange for such
 Global Security. In addition, the Company may at any time determine that the





24










	
 

	
 


	
 

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





          SECTION
2.12     CUSIP Numbers.


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


ARTICLE III


REDEMPTION
OF SECURITIES AND SINKING FUND PROVISIONS


          SECTION
3.01     Redemption.


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


          SECTION
3.02     Notice of Redemption.


	
 

	
 


	
 

	
          (a)     In
 case the Company shall desire to exercise such right to redeem all or, as the
 case may be, a portion of the Securities of any series in accordance with the
 right reserved so to do, the Company shall, or shall cause the Trustee to,
 give notice of such redemption to holders of the Securities of such series to
 be redeemed by mailing, first class postage prepaid, a notice of such redemption
 not less than 30 days and not more than 90 days before the date fixed for
 redemption of that series to such holders at their last addresses as they
 shall appear upon the Security Register unless a shorter period is





25










	
 

	
 


	
 

	
specified in the
 Securities to be redeemed. Any notice that is mailed in the manner herein
 provided shall be conclusively presumed to have been duly given, whether or
 not the registered holder receives the notice. In any case, failure duly to
 give such notice to the holder of any Security of any series designated for
 redemption in whole or in part, or any defect in the notice, shall not affect
 the validity of the proceedings for the redemption of any other Securities of
 such series or any other series. In the case of any redemption of Securities
 prior to the expiration of any restriction on such redemption provided in the
 terms of such Securities or elsewhere in this Indenture, the Company shall
 furnish the Trustee with an Officers’ Certificate evidencing compliance with
 any such restriction.


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          The
Company may, if and whenever it shall so elect, by delivery of instructions
signed on its behalf by its Chief Financial Officer or any Vice President,
instruct the Trustee or any Paying Agent to call all or any part of the Securities
of a particular series for redemption and to give notice of redemption in the
manner set forth in this Section, such notice to be in the name of the Company
or its own name as the Trustee or such Paying Agent may deem advisable. In any
case in which notice of redemption is to be given by the Trustee or any such
Paying Agent, the Company shall deliver or cause to be delivered to, or permit
to remain with, the Trustee or such Paying Agent, as the case may be, such
Security Register, transfer books or other records, or suitable copies or
extracts therefrom, sufficient to enable the Trustee or such Paying Agent to
give any notice by mail that may be required under the provisions of this
Section.


26










          SECTION
3.03     Payment Upon Redemption.


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          SECTION
3.04     Sinking Fund.


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


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




27










          SECTION
3.05     Satisfaction of Sinking Fund Payments with Securities.


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


          SECTION
3.06     Redemption of Securities for Sinking Fund.


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


          The
Trustee shall not redeem or cause to be redeemed any Securities of a series
with sinking fund moneys or give any notice of redemption of Securities for
such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the giving of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default
shall occur, and any moneys thereafter paid into the sinking fund, shall,
during the continuance of such default or Event of Default, be deemed to have
been collected under Article VI hereof and held for the payment of all such
Securities. In case such Event of Default shall have been waived as provided in
Section 6.08 or the default cured on or before the 60th day preceding the
sinking fund payment date in any year, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this
Section to the redemption of such Securities.


28










ARTICLE IV


CERTAIN COVENANTS


          SECTION
4.01     Payment of Principal, Premium and Interest.


	
 

	
 


	
 

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


	
 

	
 


	
 

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





29










	
 

	
 


	
 

	
provided by the Company to the Trustee) of the
 Company’s election to begin a Deferral Period to the Holders by first class
 mail, postage prepaid.





          SECTION
4.02     Maintenance of Office or Agency.


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


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


          SECTION
4.03     Paying Agents.


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





30










	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
          (d)     Except
 as otherwise specified with respect to a series of Securities in accordance
 with the provisions of Section 2.01, any money or Government Obligations
 deposited with the Trustee or any Paying Agent, or then held by the Company,
 in trust for the payment of the principal of or any premium or interest on
 any Security of any series and remaining unclaimed for two years after such
 principal, premium, if any, or interest has become due and payable shall be
 paid to the Company at its option at the request of the Company, or (if then
 held by the Company) shall be discharged from such trust; and the holder of
 such Security shall thereafter, as an unsecured general creditor, look only
 to the Company for payment thereof, and all liability of the Trustee or such
 Paying Agent with respect to such trust money, and all liability of the
 Company as trustee thereof, shall thereupon cease; provided, however, that
 the Trustee or such Paying Agent, before being required to make any such
 repayment, may at the expense of the Company cause to be published once, in a
 newspaper published in the English language, customarily published





31











	
 

	
 


	
 

	
on each Business Day and of general circulation in the Borough of
 Manhattan, The City of New York, notice that such money remains unclaimed and
 that, after a date specified therein, which shall not be less than 30 days
 from the date of such publication, any unclaimed balance of such money then
 remaining will be repaid to the Company. 





          SECTION
4.04     Statement by Officers as to Default. 


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


          SECTION
4.05     Existence. 


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


          SECTION
4.06     Payment of Taxes. 


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


          SECTION
4.07     Limitations on Disposition of Stock of the
Insurance Subsidiaries. 


          Except in
a transaction governed by Article X hereof, so long as Securities of any series
are Outstanding, neither the Company nor any of its Subsidiaries will sell or
otherwise dispose of any shares of capital stock (other than preferred stock
having no voting rights of any kind) of either Insurance Subsidiary, or of any
such successor to substantially all of the business of either Insurance
Subsidiary which is also a Subsidiary of the Company, or of any corporation
(other than the Company) having direct or indirect control of either Insurance
Subsidiary or any such successor. Notwithstanding the foregoing, the Company
may sell or otherwise dispose of shares of capital stock of either Insurance
Subdidiary (i) to any direct or indirect wholly owned subsidiary of the
Company, (ii) if such shares constitute directors’ qualifying shares, (iii) for
at 


32










least fair value (as determined by the Company’s Board of Directors
acting in good faith) or (iv) to comply with an order of a court or regulatory
authority of competent jurisdiction, other than an order issued at the
Company’s request or the request of any of the Company’s Subsidiaries. 


          SECTION
4.08     Waiver of Certain Covenants. 


          Except as
otherwise specified as contemplated by Section 2.01 for Securities of such
series, the Company may, with respect to the Securities of any series, omit in
any particular instance to comply with any term, provision or condition set
forth in any covenant provided pursuant to Sections 2.01(16), 9.01(4) or
9.01(7) for the benefit of the holders of such series or in any of Sections
4.06 and 4.07, if before the time for such compliance the holders of at least a
majority in aggregate principal amount of the Outstanding Securities of such
series shall, by act of such holders, either waive such compliance in such
instance or generally waive compliance with such term, provision or condition,
but no such waiver shall extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect. 


          SECTION
4.09     Appointment to Fill Vacancy in Office of
Trustee. 


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


          SECTION
4.10     Compliance with Consolidation Provisions. 


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


ARTICLE V


SECURITYHOLDERS’ LISTS AND REPORTS

BY THE COMPANY AND THE TRUSTEE


          SECTION
5.01     Company to Furnish Trustee Names and
Addresses of Securityholders. 


          The Company
will furnish or cause to be furnished to the Trustee (a) on a monthly basis not
more than 5 days after each regular record date a list, in such form as the
Trustee may reasonably require, of the names and addresses of the holders of
each series of Securities as of such regular record date, provided that the
Company shall not be obligated to furnish or cause to furnish such list at any
time that the list shall not differ in any respect from the most recent list
furnished to the Trustee by the Company and (b) at such other times as the
Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more
than 15 days prior to the time such list is furnished; 


33










provided, however, that, in either case, no such list need be furnished
for any series for which the Trustee shall be the Security Registrar. 


          SECTION
5.02     Preservation Of Information; Communications
With Securityholders. 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
SECTION 5.03     Reports by the Company. 


	
 

	
 


	
 

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


	
 

	
 


	
 

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





34










	
 

	
 


	
 

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


	
 

	
 


	
 

	
SECTION 5.04     Reports by the Trustee. 


	
 

	
 


	
 

	
          (a)     On
 or before July 15 in each year in which any of the Securities are
 Outstanding, the Trustee shall transmit by mail, first class postage prepaid,
 to the Securityholders, as their names and addresses appear upon the Security
 Register, a brief report dated as of the preceding May 15, if and to the
 extent required under Section 313(a) of the Trust Indenture Act. 


	
 

	
 


	
 

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


	
 

	
 


	
 

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





ARTICLE VI


REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS 

ON EVENT OF DEFAULT


	
 

	
 

	
 


	
 

	
SECTION 6.01     Events of Default. 


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 

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





35










	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
          (3)     the
 Company fails to observe or perform any other of its covenants or agreements
 with respect to that series contained in this Indenture or otherwise
 established with respect to that series of Securities pursuant to Section
 2.01 hereof (other than a covenant or agreement that (i) has been expressly
 included in this Indenture solely for the benefit of one or more series of
 Securities other than such series or (ii) a default in the performance or
 breach of which is elsewhere in this Section specifically dealt with) for a
 period of 90 days after the date on which written notice of such failure,
 requiring the same to be remedied and stating that such notice is a “Notice
 of Default” hereunder, shall have been given to the Company by the Trustee,
 by registered or certified mail, or to the Company and the Trustee by the
 holders of at least 25% in aggregate principal amount of the Securities of
 that series at the time Outstanding; 


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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





36 










	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

	
          (6)          the
 Company pursuant to or within the meaning of any Bankruptcy Law: (i)
 commences a voluntary case or proceeding; (ii) consents to the entry of an
 order for relief against it in an involuntary case or proceeding; (iii) files
 a petition or answer or consent seeking reorganization or relief or consents
 to such filing or to the appointment of or taking possession by a Custodian
 of it or for all or substantially all of its property, and such Custodian is
 not discharged within 120 days; (iv) makes a general assignment for the
 benefit of its creditors; or (v) admits in writing its inability to pay its
 debts generally as they become due; or 


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (c)     At
 any time after the principal of the Securities of that series shall have been
 so declared due and payable, and before any judgment or decree for the
 payment of the moneys due shall have been obtained or entered as hereinafter
 provided, the holders of a majority in aggregate principal amount of the
 Securities of that series then Outstanding hereunder (voting as a single
 class), by written notice to the Company and the Trustee, may rescind and
 annul such declaration and its consequences if: (i) the Company has paid 





37










	
 

	
 


	
 

	
or deposited with the Trustee a sum sufficient to pay all matured
 installments of interest upon all the Securities of that series and the
 principal of, and premium, if any, on any and all Securities of that series
 that shall have become due otherwise than by acceleration (with interest upon
 such principal and premium, if any, and, to the extent that such payment is
 enforceable under applicable law, upon overdue installments of interest, at
 the rate per annum or Yield to Maturity (in the case of Original Issue
 Discount Securities) expressed in the Securities of that series (or at the
 respective rates of interest or Yields to Maturity of all the Securities, as
 the case may be) to the date of such payment or deposit) and the amount
 payable to the Trustee under Section 7.06, and (ii) any and all Events of
 Default under the Indenture with respect to such series, other than the
 nonpayment of principal on Securities of that series (or, if any Securities
 of that series are Original Issue Discount Securities, such portion of the
 principal amount as may be specified in the terms of such series) that shall
 not have become due by their terms, shall have been remedied or waived as provided
 in Section 6.08. 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
SECTION 6.02     Collection of Indebtedness
 and Suits for Enforcement by Trustee. 


	
 

	
 


	
 

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





38










	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


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


39










          SECTION
6.03     Application of Moneys Collected. 


          Any moneys
collected by the Trustee pursuant to this Article with respect to a particular
series of Securities shall be applied in the following order, at the date or
dates fixed by the Trustee and, in case of the distribution of such moneys on
account of principal, or premium, if any, or interest, upon presentation of the
Securities of that series, and notation thereon the payment, if only partially
paid, and upon surrender thereof if fully paid: 


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          SECTION
6.04     Limitation on Suits. 


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


          Notwithstanding
anything contained herein to the contrary, any other provisions of this
Indenture, the right of any holder of any Security to receive payment of the
principal of, and premium, if any, and interest on such Security, as therein
provided, on or after the respective due dates expressed in such Security (or
in the case of redemption, on the redemption date), or to institute suit for
the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such
holder and by 


40










accepting a Security hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Security of such series with every
other such taker and holder and the Trustee, that no one or more holders of
Securities of such series shall have any right in any manner whatsoever by
virtue or by availing of any provision of this Indenture to affect, disturb or
prejudice the rights of the holders of any other of such Securities, or to
obtain or seek to obtain priority over or preference to any other such holder,
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal, ratable and common benefit of all holders of
Securities of such series. For the protection and enforcement of the provisions
of this Section, each and every Securityholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity. 


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          SECTION
6.06     Control by Securityholders. 


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


          SECTION
6.07     Undertaking to Pay Costs. 


          All parties
to this Indenture agree, and each holder of any Securities by such holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against 


41










the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys’ fees and expenses, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of, or premium, if any, or interest on any Security of such series,
on or after the respective due dates expressed in such Security or established
pursuant to this Indenture. 


          SECTION
6.08     Waiver of Past Defaults. 


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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


          SECTION
6.09     Trustee to Give Notice of Default. 


	
 

	
 


	
 

	
          (a)     The
 Trustee shall, within 90 days after the occurrence of a default with respect
 to the Securities of any series, give notice of all defaults with respect to
 that series known to the Trustee to all holders of Securities of such series
 in the manner and to the extent provided in Section 313(c) of the Trust
 Indenture Act of 1939, unless in each case such defaults shall have been
 cured before the mailing of such notice (the term “defaults” for the purpose of
 this Section being hereby defined to mean any event or condition which is, or
 with notice or lapse of time or both would become, an Event of Default);
 provided that, except in the case of a default in the payment of the
 principal of, premium, 





42










	
 

	
 

	
 


	
 

	
if any, or interest on ay of the Securities of such series, or in the
 payment of any sinking fund installment on such series, the Trustee shall be
 protected in withholding such notice if and so long as the Trustee in good
 faith shall, by a Responsible Officer or Officers of the Trustee, determine
 that withholding of such notice is in the interests of the Securityholders of
 such series. 


	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





ARTICLE VII


CONCERNING THE TRUSTEE


          SECTION
7.01     Certain Duties and Responsibilities of
Trustee.


	
 

	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

	
 

	
          (a)     the
 duties and obligations of the Trustee shall with respect to the Securities of
 such series be determined solely by the express provisions of this Indenture,
 and the Trustee shall not be liable with respect to the Securities of such
 series except for the performance of such duties and obligations as are
 specifically set forth in this 





43












	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Indenture, and no implied
 covenants or obligations shall be read into this Indenture against the
 Trustee; and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

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


	
 

	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





          SECTION
7.02     Certain Rights of Trustee.


          Except
as otherwise provided in Section 7.01:


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (b)    Any
 request, direction, order or demand of the Company mentioned herein shall be
 sufficiently evidenced by a Board Resolution or an instrument signed in the
 name of the Company, by the Chief Financial Officer or any Vice President,
 and by the







44 










	
 

	
 


	
 

	
Secretary thereof (unless other evidence in respect thereof is
 specifically prescribed herein);


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (d)    The
 Trustee shall be under no obligation to exercise any of the rights or powers
 vested in it by this Indenture at the request, order or direction of any of
 the Securityholders, pursuant to the provisions of this Indenture, unless
 such Securityholders shall have offered to the Trustee reasonable security or
 indemnity against the costs, expenses and liabilities that may be incurred
 therein or thereby; nothing contained herein shall, however, relieve the
 Trustee of the obligation, upon the occurrence of an Event of Default with
 respect to a series of the Securities (that has not been cured or waived) to
 exercise with respect to Securities of that series such of the rights and
 powers vested in it by this Indenture, and to use the same degree of care and
 skill in their exercise, as a prudent man would exercise or use under the
 circumstances in the conduct of his own affairs;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (g)    The
 Trustee may execute any of the trusts or powers hereunder or perform any
 duties hereunder either directly or by or through agents or attorneys and the
 Trustee shall not be responsible for any misconduct or negligence on the part
 of any agent or attorney appointed with due care by it hereunder.






45 










          SECTION
7.03     Trustee Not Responsible for Recitals or Issuance or Securities.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          SECTION
7.04     May Hold Securities.


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


          SECTION
7.05     Moneys Held in Trust.


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


          SECTION
7.06     Compensation and Reimbursement.


	
 

	
 


	
 

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





46 










	
 

	
 


	
 

	
administration of this trust, including the costs and expenses of
 defending itself against any claim of liability in the premises.


	
 

	
 


	
 

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





          SECTION
7.07     Reliance on Officers’ Certificate.


          Except
as otherwise provided in Section 7.01, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting
to take any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken, suffered or
omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.


          SECTION
7.08     Disqualification; Conflicting Interests.


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


          SECTION
7.09     Corporate Trustee Required; Eligibility.


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


47 










          In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 7.10.


          SECTION
7.10     Resignation and Removal; Appointment of Successor.


	
 

	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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


	
 

	
 

	
 


	
 

	
 

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





48 










	
 

	
 

	
 


	
 

	
 

	
the Trustee and the appointment of a successor trustee. Such court may
 thereupon after such notice, if any, as it may deem proper and prescribe,
 remove the Trustee and appoint a successor trustee.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          SECTION
7.11     Acceptance of Appointment By Successor.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
         (b)    In
 case of the appointment hereunder of a successor trustee with respect to the
 Securities of one or more (but not all) series, the Company, the retiring
 Trustee and each successor trustee with respect to the Securities of one or
 more series shall execute and deliver an indenture supplemental hereto
 wherein each successor trustee shall accept such appointment and which (1)
 shall contain such provisions as shall be necessary or desirable to transfer
 and confirm to, and to vest in, each successor trustee all the rights,
 powers, trusts and duties of the retiring Trustee with respect to the
 Securities of that or those series to which the appointment of such successor
 trustee relates, (2) shall contain such provisions as shall be deemed
 necessary or desirable to confirm that all the rights, powers, trusts and
 duties of the retiring Trustee with respect to the Securities of that or
 those series as to which the retiring Trustee is not retiring shall continue
 to be vested in the retiring Trustee, and (3) shall add to or change any of
 the provisions of this Indenture as shall be necessary to provide for or
 facilitate the administration of the trusts hereunder by more than one
 Trustee, it being understood that nothing herein or in such





49 










	
 

	
 


	
 

	
supplemental indenture shall constitute such Trustees co-trustees of
 the same trust, that each such Trustee shall be trustee of a trust or trusts
 hereunder separate and apart from any trust or trusts hereunder administered
 by any other such Trustee and that no Trustee shall be responsible for any
 act or failure to act on the part of any other Trustee hereunder; and upon
 the execution and delivery of such supplemental indenture the resignation or
 removal of the retiring Trustee shall become effective to the extent provided
 therein, such retiring Trustee shall with respect to the Securities of that
 or those series to which the appointment of such successor trustee relates
 have no further responsibility for the exercise of rights and powers or for
 the performance of the duties and obligations vested in the Trustee under
 this Indenture, and each such successor trustee, without any further act,
 deed or conveyance, shall become vested with all the rights, powers, trusts
 and duties of the retiring Trustee with respect to the Securities of that or
 those series to which the appointment of such successor trustee relates; but,
 on request of the Company or any successor trustee, such retiring Trustee
 shall duly assign, transfer and deliver to such successor trustee, to the
 extent contemplated by such supplemental indenture, the property and money
 held by such retiring Trustee hereunder with respect to the Securities of
 that or those series to which the appointment of such successor trustee
 relates.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


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





          SECTION
7.12     Merger, Conversion, Consolidation or Succession to Business.


          Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided that such corporation shall be
qualified under the provisions of Section 7.08 and eligible under the
provisions of Section 7.09, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such


50 










authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.


          SECTION
7.13     Preferential Collection of Claims Against the Company.


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


ARTICLE VIII


CONCERNING THE SECURITYHOLDERS


          SECTION
8.01     Evidence of Action by Securityholders.


          Whenever
in this Indenture it is provided that the holders of a majority or specified
percentage in aggregate principal amount of the Securities of a particular
series may take any action (including the making of any demand or request, the
giving of any notice, consent or waiver or the taking of any other action), the
fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by such
holders of Securities of that series in Person or by agent or proxy appointed
in writing.


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


          SECTION
8.02     Proof of Execution by Securityholders.


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


51 










	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          SECTION
8.03     Who May be Deemed Owners.


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


          SECTION
8.04     Certain Securities Owned by Company Disregarded.


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


          SECTION
8.05     Actions Binding on Future Securityholders.


          At
any time prior to (but not after) the evidencing to the Trustee, as provided in
Section 8.01, of the taking of any action by the holders of the majority or
percentage in aggregate principal amount of the Securities of a particular
series specified in this Indenture in connection with such action, any holder
of a Security of that series that is shown by the evidence to be


52 










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


ARTICLE IX


SUPPLEMENTAL INDENTURES


          SECTION
9.01     Supplemental Indentures Without the Consent of Securityholders.


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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
       (2)    to
 comply with Article X;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
       (7)    to
 provide for the issuance of and establish the form and terms and conditions
 of the Securities of any series as provided in Section 2.01, to establish the
 





53 










	
 

	
 


	
 

	
form of any certifications required to be furnished pursuant to the
 terms of this Indenture or any series of Securities, or to add to the rights
 of the holders of any series of Securities;


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
       (11)    to
 add to, change or eliminate any of the provisions of this Indenture in
 respect of one or more series of Securities, provided that any such addition,
 change or elimination (A) shall neither (i) apply to any Security of any series
 created prior to the execution of such supplemental indenture and entitled to
 the benefit of such provision nor (ii) modify the rights of the holder of any
 such Security with respect to such provision or (B) shall become effective
 only when there is no such Security Outstanding;


	
 

	
 


	
 

	
       (12)    to
 secure the Securities;


	
 

	
 


	
 

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


	
 

	
 


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





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


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


54 










       SECTION
9.02     Supplemental Indentures With Consent of Securityholders.


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


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


       SECTION
9.03     Effect of Supplemental Indentures.


       Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article or of Article X, this Indenture shall, with respect to such series, be
and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Company and the holders of Securities
of the series affected thereby shall thereafter be determined, exercised and


55 










enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.


       SECTION
9.04     Securities Affected by Supplemental Indentures.


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


       SECTION
9.05     Execution of Supplemental Indentures.


       Upon
the request of the Company, accompanied by its Board Resolutions authorizing
the execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders required to consent
thereto as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee’s own rights, duties or immunities under this Indenture or otherwise,
in which case the Trustee may, in its discretion, but shall not be obligated
to, enter into such supplemental indenture. The Trustee, subject to the
provisions of Section 7.01, may receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article is
authorized or permitted by, and conforms to, the terms of this Article and that
it is proper for the Trustee under the provisions of this Article to join in
the execution thereof; provided, however, that such Opinion of Counsel need not
be provided in connection with the execution of a supplemental indenture that
establishes the terms of a series of Securities pursuant to Section 2.01
hereof.


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


ARTICLE X


CONSOLIDATION, MERGER, CONVEYANCE,

TRANSFER OR LEASE


       SECTION
10.01     When the Company May Consolidate, Merge, Etc.


56 










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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          The
Successor will be the successor to the Company, and will be substituted for,
and may exercise every right and power and become the obligor on the Securities
with the same effect as if the Successor had been named as the Company herein
but, in the case of a sale, assignment, transfer, lease or conveyance of all or
substantially all of the properties and assets of the Company, the predecessor
Company will not be released from its obligations to pay the principal of,
premium, if any, and interest on the Securities.


ARTICLE XI


SATISFACTION AND DISCHARGE


          SECTION
11.01     Satisfaction and Discharge of Indenture.


          If
at any time: (a) the Company shall have delivered to the Trustee for
cancellation all Securities of a series theretofore authenticated (other than
any Securities that shall have been destroyed, lost or stolen and that shall
have been replaced or paid as provided in Section 2.07) and Securities for
whose payment money or Governmental Obligations have theretofore been deposited
in trust or segregated and held in trust by the Company (and thereupon repaid
to the Company or discharged from such trust, as provided in Section 11.04); or
(b) all such Securities of a particular series not theretofore delivered to the
Trustee for cancellation shall have become due and payable, or are by their
terms to become due and payable within one year or are to be


57 










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


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


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


          SECTION
11.03     Payment of Moneys Held by Paying Agents.


          In
connection with the satisfaction and discharge of this Indenture all moneys or
Governmental Obligations then held by any Paying Agent under the provisions of
this Indenture shall, upon demand of the Company, be paid to the Trustee and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys or Governmental Obligations.


          SECTION
11.04     Repayment to Company.


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


58 












ARTICLE XII


IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS

AND DIRECTORS


          SECTION
12.01     No Recourse.


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


ARTICLE XIII


DEFEASANCE AND COVENANT DEFEASANCE


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


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


          SECTION
13.02     Defeasance and Discharge.


          Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, the Company shall
be deemed to have been discharged from its obligations with respect to such
Securities as provided in this Section


59










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


          SECTION
13.03     Covenant Defeasance.


           Upon the
Company’s exercise of its option (if any) to have this Section applied to any
Securities or any series of Securities, as the case may be, (1) the Company
shall be released from its obligations under Article X, Sections 4.06 and 4.07,
and any covenants provided pursuant to Sections 2.01(16), 9.01(4) or 9.01(7)
for the benefit of the holders of such Securities and (2) the occurrence of any
event specified in Sections 6.01(a)(3) (with respect to any of Article X,
Sections 4.06 and 4.07, and any such covenants provided pursuant to Sections
2.01(16), 9.01(4) or 9.01(7)) and 6.01(a)(7) shall be deemed not to be or
result in an Event of Default, in each case with respect to such Securities as
provided in this Section on and after the date the conditions set forth in
Section 13.04 are satisfied (hereinafter called “Covenant Defeasance”). For
this purpose, such Covenant Defeasance means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 6.01(a)(3)), whether
directly or indirectly by reason of any reference elsewhere herein to any such
Section or by reason of any reference in any such Section to any other
provision herein or in any other document, but the remainder of this Indenture
and such Securities shall be unaffected thereby.


          SECTION
13.04     Conditions to Defeasance or Covenant
Defeasance.


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


	
 

	
 


	
 

	
          (1)     The
 Company shall irrevocably have deposited or caused to be deposited with the
 Trustee (or another trustee which satisfies the requirements contemplated by
 Section 7.09 and agrees to comply with the provisions of this Article
 applicable to it) as trust funds in trust for the purpose of making the
 following payments, specifically pledged as security for, and dedicated
 solely to, the benefits of the holders of such Securities, (A) money in an
 amount, or (B) Government Obligations which through the 





60










	
 

	
 


	
 

	
scheduled payment of principal and interest in respect thereof in
 accordance with their terms will provide, not later than one day before the
 due date of any payment, money in an amount, or (C) a combination thereof, in
 each case sufficient, in the opinion of a nationally recognized firm of
 independent public accountants expressed in a written certification thereof
 delivered to the Trustee, to pay and discharge, and which shall be applied by
 the Trustee (or any such other qualifying trustee) to pay and discharge, (i)
 the principal of and any premium an interest on such Securities on the
 respective Stated Maturities and (ii) any mandatory sinking fund payments
 applicable to such Securities on the day on which such payments are due and
 payable, in each case, in accordance with the terms of this Indenture and
 such Securities.


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (6)     Such
 Defeasance or Covenant Defeasance shall not result in a breach or violation
 of, or constitute a default under, any other indenture or other agreement or





61










	
 

	
 


	
 

	
instrument for borrowed money, pursuant to which in excess of
 $50,000,000 principal amount is then outstanding, to which the Company is a
 party or by which it is bound.


	
 

	
 


	
 

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


	
 

	
 


	
 

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





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


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


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


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


          SECTION
13.06     Reinstatement.


          If the
Trustee or the Paying Agent is unable to apply any money in accordance with
this Article with respect to any Securities by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the obligations under this Indenture and
such Securities from which the Company has been


62










discharged or released pursuant to Sections 13.02 or 13.03 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
13.05 with respect to such Securities in accordance with this Article;
provided, however, that if the Company makes any payment of principal of or any
premium or interest on any such Security following such reinstatement of its
obligations, the Company shall be subrogated to the rights (if any) of the
holders of such Securities to receive such payment from the money so held in
trust.


ARTICLE XIV


MISCELLANEOUS PROVISIONS


          SECTION
14.01     Effect on Successors and Assigns.


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


          SECTION
14.02     Actions by Successor.


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


          SECTION
14.03     Notices.


          Except as
otherwise expressly provided herein any notice or demand that by any provision
of this Indenture is required or permitted to be given or served by the Trustee
or by the holders of Securities to or on the Company shall be in writing (which
may be by facsimile) and may be given or served by being deposited first class
postage prepaid in a post-office letterbox addressed (until another address is
filed in writing by the Company with the Trustee), as follows: FBL Financial
Group, Inc., 5400 University Avenue, West Des Moines, Iowa, Attention: Chief
Financial Officer, with copies of any notice of an Event of Default to the
attention of the General Counsel at the same address. Any notice, election,
request or demand by the Company or any Securityholder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the Corporate Trust Office of the Trustee.


          When this
Indenture provides for notice to holders of Securities, such notice shall be
sufficiently given if in writing and mailed, first-class postage prepaid, to
each holder entitled thereto, at his or her last address as it appears in the
Security Register. In any case where notice to such holders is given by mail,
neither the failure to mail such notice, nor any defect in any notice so
mailed, to any particular holder shall affect the sufficiency of such notice
with respect to other holders of Securities. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the person
entitled to receive such notice, either before or


63










after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by holders of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.


          SECTION
14.04     Governing Law.


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


          SECTION
14.05     Treatment of Securities as Debt.


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


          SECTION
14.06     Compliance Certificates and Opinions.


	
 

	
 


	
 

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


	
 

	
 


	
 

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





          SECTION
14.07     Payments on Business Days.


          Except as
provided pursuant to Section 2.01 pursuant to a Board Resolution, and as set
forth in an Officers’ Certificate, or established in one or more indentures
supplemental to this Indenture, in any case where the date of maturity of
interest or principal of any Security or the date of redemption of any Security
shall not be a Business Day, then payment of interest or principal, and
premium, if any, may be made on the next succeeding Business Day with the same


64










force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal
date.


          SECTION
14.08     Conflict with Trust Indenture Act.


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


          SECTION
14.09     Counterparts.


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


          SECTION
14.10     Separability.


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


          SECTION
14.11     Assignment.


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


          SECTION
14.12      Acknowledgment of Rights.


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


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amount of the Preferred Securities of such holder as determined after
the respective due date specified in the applicable series of Securities.


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


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


	
 

	
 

	
 


	
 

	
FBL
 Financial Group, Inc.

	
 


	
 

	
 

	
 


	
 

	
By:     /s/  JAMES
 P. BRANNEN

	
 


	
 


	
 

	 
	
 


	
 

	
Name: James
 Brannen

	
 


	
 

	
Title: Chief
 Financial Officer

	
 








	
 

	
 

	
 


	
 

	
Commerce Bank, N.A, as

	
 


	
 

	
Trustee

	
 


	
 

	
 

	
 


	
 

	
By:     /S/  WILLIAM
 E. EKEY

	
 


	
 


	
 

	 
	
 


	
 

	
Name:
 William E. Ekey

	
 


	
 

	
Title:
 Senior Vice President

	
 





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