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Exhibit 4.17    
    






 



JUNIOR SUBORDINATED INDENTURE  


between 


AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY  


and 


JPMORGAN CHASE BANK, N.A.,
  as Trustee




Dated
as of December 22, 2004 









 







   TABLE OF CONTENTS  



	 
	 	 
	 	Page

	ARTICLE I

Definitions and Other Provisions of General Application
	Section 1.1.	 	Definitions	 	1
	Section 1.2.	 	Compliance Certificate and Opinions	 	7
	Section 1.3.	 	Forms of Documents Delivered to Trustee	 	7
	Section 1.4.	 	Acts of Holders	 	8
	Section 1.5.	 	Notices, Etc. to Trustee and Company	 	9
	Section 1.6.	 	Notice to Holders; Waiver	 	9
	Section 1.7.	 	Effect of Headings and Table of Contents	 	9
	Section 1.8.	 	Successors and Assigns	 	9
	Section 1.9.	 	Separability Clause	 	10
	Section 1.10.	 	Benefits of Indenture	 	10
	Section 1.11.	 	Governing Law	 	10
	Section 1.12.	 	Submission to Jurisdiction	 	10
	Section 1.13.	 	Non-Business Days	 	10
	ARTICLE II

Security Forms
	Section 2.1.	 	Form of Security	 	11
	Section 2.2.	 	Restricted Legend	 	14
	Section 2.3.	 	Form of Trustee's Certificate of Authentication	 	16
	Section 2.4.	 	Temporary Securities	 	16
	Section 2.5.	 	Definitive Securities	 	16
	ARTICLE III

The Securities
	Section 3.1.	 	Payment of Principal and Interest	 	17
	Section 3.2.	 	Denominations	 	18
	Section 3.3.	 	Execution, Authentication, Delivery and Dating	 	18
	Section 3.4.	 	Global Securities	 	18
	Section 3.5.	 	Registration, Transfer and Exchange Generally	 	20
	Section 3.6.	 	Mutilated, Destroyed, Lost and Stolen Securities	 	21
	Section 3.7.	 	Persons Deemed Owners	 	21
	Section 3.8.	 	Cancellation	 	21
	Section 3.9.	 	Deferrals of Interest Payment Dates	 	21
	Section 3.10.	 	Right of Set-Off	 	22
	Section 3.11.	 	Agreed Tax Treatment	 	22
	Section 3.12.	 	CUSIP Numbers	 	22
	ARTICLE IV

Satisfaction and Discharge
	Section 4.1.	 	Satisfaction and Discharge of Indenture	 	22
	Section 4.2.	 	Application of Trust Money	 	23
	 	 	 	 	 





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	ARTICLE V

Remedies
	Section 5.1.	 	Events of Default	 	24
	Section 5.2.	 	Acceleration of Maturity; Rescission and Annulment	 	24
	Section 5.3.	 	Collection of Indebtedness and Suits for Enforcement by Trustee	 	25
	Section 5.4.	 	Trustee May File Proofs of Claim	 	25
	Section 5.5.	 	Trustee May Enforce Claim Without Possession of Securities	 	26
	Section 5.6.	 	Application of Money Collected	 	26
	Section 5.7.	 	Limitation on Suits	 	26
	Section 5.8.	 	Unconditional Right of Holders to Receive Principal, Premium, if any, and Interest; Direct Action by Holders of Preferred Securities	 	27
	Section 5.9.	 	Restoration of Rights and Remedies	 	27
	Section 5.10.	 	Rights and Remedies Cumulative	 	27
	Section 5.11.	 	Delay or Omission Not Waiver	 	27
	Section 5.12.	 	Control by Holders	 	27
	Section 5.13.	 	Waiver of Past Defaults	 	28
	Section 5.14.	 	Undertaking for Costs	 	28
	Section 5.15.	 	Waiver of Usury, Stay or Extension Laws	 	28
	ARTICLE VI

The Trustee
	Section 6.1.	 	Corporate Trustee Required	 	28
	Section 6.2.	 	Certain Duties and Responsibilities	 	29
	Section 6.3.	 	Notice of Defaults	 	30
	Section 6.4.	 	Certain Rights of Trustee	 	30
	Section 6.5.	 	May Hold Securities	 	31
	Section 6.6.	 	Compensation; Reimbursement; Indemnity	 	31
	Section 6.7.	 	Resignation and Removal; Appointment of Successor	 	32
	Section 6.8.	 	Acceptance of Appointment by Successor	 	32
	Section 6.9.	 	Merger, Conversion, Consolidation or Succession to Business	 	33
	Section 6.10.	 	Not Responsible for Recitals or Issuance of Securities	 	33
	Section 6.11.	 	Appointment of Authenticating Agent	 	33
	ARTICLE VII

Holder's Lists and Reports by Company
	Section 7.1.	 	Company to Furnish Trustee Names and Addresses of Holders	 	34
	Section 7.2.	 	Preservation of Information, Communications to Holders	 	34
	Section 7.3.	 	Reports by Company	 	35
	ARTICLE VIII

Consolidation, Merger, Conveyance, Transfer or Lease
	Section 8.1.	 	Company May Consolidate, Etc., Only on Certain Terms	 	36
	Section 8.2.	 	Successor Company Substituted	 	36
	ARTICLE IX

Supplemental Indentures
	Section 9.1.	 	Supplemental Indentures without Consent of Holders	 	37
	Section 9.2.	 	Supplemental Indentures with Consent of Holders	 	37
	Section 9.3.	 	Execution of Supplemental Indentures	 	38
	Section 9.4.	 	Effect of Supplemental Indentures	 	38
	Section 9.5.	 	Reference in Securities to Supplemental Indentures	 	38
	 	 	 	 	 



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	ARTICLE X

Covenants
	Section 10.1.	 	Payment of Principal, Premium, if any, and Interest	 	38
	Section 10.2.	 	Money for Security Payments to be Held in Trust	 	38
	Section 10.3.	 	Statement as to Compliance	 	39
	Section 10.4.	 	Calculation Agent	 	39
	Section 10.5.	 	Additional Tax Sums	 	40
	Section 10.6.	 	Additional Covenants	 	40
	Section 10.7.	 	Waiver of Covenants	 	41
	Section 10.8.	 	Treatment of Securities	 	41
	ARTICLE XI

Redemption of Securities
	Section 11.1.	 	Optional Redemption	 	41
	Section 11.2.	 	Special Event Redemption	 	41
	Section 11.3.	 	Election to Redeem; Notice to Trustee	 	41
	Section 11.4.	 	Selection of Securities to be Redeemed	 	41
	Section 11.5.	 	Notice of Redemption	 	42
	Section 11.6.	 	Deposit of Redemption Price	 	42
	Section 11.7.	 	Payment of Securities Called for Redemption	 	42
	ARTICLE XII

Subordination of Securities
	Section 12.1.	 	Securities Subordinate to Senior Debt	 	43
	Section 12.2.	 	No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc.	 	43
	Section 12.3.	 	Payment Permitted If No Default	 	44
	Section 12.4.	 	Subrogation to Rights of Holders of Senior Debt	 	44
	Section 12.5.	 	Provisions Solely to Define Relative Rights	 	44
	Section 12.6.	 	Trustee to Effectuate Subordination	 	45
	Section 12.7.	 	No Waiver of Subordination Provisions	 	45
	Section 12.8.	 	Notice to Trustee	 	45
	Section 12.9.	 	Reliance on Judicial Order or Certificate of Liquidating Agent	 	46
	Section 12.10.	 	Trustee Not Fiduciary for Holders of Senior Debt	 	46
	Section 12.11.	 	Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights	 	46
	Section 12.12.	 	Article Applicable to Paying Agents	 	46
	SCHEDULES
	Schedule A—Determination of LIBOR
	Exhibit A—Form of Officer's Financial Certificate




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        JUNIOR SUBORDINATED INDENTURE, dated as of December 22, 2004, between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the
"Company"), and JPMORGAN CHASE BANK, N.A., a national banking association, as Trustee (in such capacity, the
"Trustee"). 


RECITALS OF THE COMPANY  


        WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of its unsecured junior subordinated deferrable
interest notes (the "Securities") issued to evidence loans made to the Company of the proceeds from the issuance by American Equity Capital Trust VIII,
a Delaware statutory trust (the "Trust"), of undivided preferred beneficial interests in the assets of the Trust (the "Preferred
Securities") and undivided common beneficial interests in the assets of the Trust (the "Common Securities" and, collectively
with the Preferred Securities, the "Trust Securities"), and to provide the terms and conditions upon which the Securities are to be authenticated,
issued and delivered; 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, this Indenture Witnesseth: 


        For
and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Securities, as follows: 


ARTICLE I  


 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION  


        SECTION
1.1.    Definitions.    


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



        (a)   the
terms defined in this Article I have the meanings assigned to them in this  Article I; 


        (b)   the
words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation"; 


        (c)   all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP; 



        (d)   unless
the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; 


        (e)   the
words "hereby", "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; 


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


        (g)   the
masculine, feminine or neuter genders used herein shall include the masculine, feminine and neuter genders. 




        "Act" when used with respect to any Holder, has the meaning specified in  Section 1.4. 


        "Administrative Trustee" means, with respect to the Trust, each Person identified as an "Administrative Trustee" in the Trust Agreement,
solely in its capacity as Administrative Trustee of the Trust under the Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor
Administrative Trustee appointed as therein provided. 


        "Additional Interest" means the interest, if any, that shall accrue on any amounts payable on the Securities, the payment of which has not
been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined as specified in such Security, in each case to the extent legally enforceable. 



        "Additional Tax Sums" has the meaning specified in Section 10.5. 


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        "Additional Taxes" means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake
of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial
interest in, the Securities). 


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


        "Applicable Accounting Principles" means accounting practices prescribed or permitted by the National Association of Insurance
Commissioners and, with respect to the Company's subsidiary insurance companies, the applicable insurance department of the state of domicile of such insurance subsidiary, and in each case, applied
consistently throughout the periods involved. 


        "Applicable Depository Procedures" means, with respect to any transfer or transaction involving a Global Security or beneficial interest
therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time. 


        "Applicable Insurance Regulatory Authority" means the Iowa Insurance Division or, if at any time after the execution of this Indenture any
such entity is not existing and performing the duties now assigned to it, any successor body performing similar duties or functions. 


        "Authenticating Agent" means any Person authorized by the Trustee pursuant to  Section 6.11 to act on behalf of the Trustee to authenticate the Securities.



        "Bankruptcy Code" means Title 11 of the United States Code or any successor statute(s) thereto, or any similar federal or state law for
the relief of debtors, in each case as amended from time to time. 


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


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



        "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the City of
New York are authorized or required by law or executive order to remain closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business. 


        "Calculation Agent" has the meaning specified in Section 10.4. 


        "Common Securities" has the meaning specified in the first recital of this Indenture. 


        "Common Stock" means the common stock, par value $1.00 per share, of the Company. 


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


        "Company Request" and "Company Order" mean, respectively, the written request or order
signed in the name of the Company by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its Chief Executive Officer, President or a Vice President, and by its Chief
Financial Officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 


        "Corporate Trust Office" means the principal office of the Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of this Indenture is located at 600 Travis, 50th Floor, Houston, Texas 77002, Attn: Institutional Trust Services, American Equity Capital Trust
VIII. 


        "Debt" means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person, whether currently existing
or hereafter incurred and whether or not contingent and without duplication, (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by
bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation
of such Person with respect to letters of credit, 


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bankers'
acceptances or similar facilities issued for the account of such Person; (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or other accrued liabilities arising in the ordinary course of business); (v) every capital lease obligation of such Person; (vi) all indebtedness
of such Person, whether incurred on or prior to the date of this Indenture or thereafter incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and
commodity forward contracts, options and swaps and similar arrangements; (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all
dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor or otherwise; and (viii) any
renewals, extensions, refundings, amendments or modifications of any obligation of the type referred to in clauses (i) through (vii). 


        "Defaulted Interest" has the meaning specified in Section 3.1. 



        "Delaware Trustee" means, with respect to the Trust, the Person identified as the "Delaware Trustee" in the Trust Agreement, solely in its
capacity as Delaware Trustee of the Trust under the Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware Trustee appointed as
therein provided. 


        "Depositary" means an organization registered as a clearing agency under the Exchange Act that is designated as Depositary by the Company
or any successor thereto. 


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


        "Distributions" means amounts payable in respect of the Trust Securities as provided in the Trust Agreement and referred to therein as
"Distributions." 



        "Dollar" or "$" means the currency of the United States of America that, as at the time of
payment, is legal tender for the payment of public and private debts. 


        "DTC" means The Depository Trust Company, a New York corporation, or any successor thereto. 


        "Event of Default" has the meaning specified in Section 5.1. 



        "Exchange Act" means the Securities Exchange Act of 1934 or any statute successor thereto, in each case as amended from time to time. 


        "Expiration Date" has the meaning specified in Section 1.4. 


        "Extension Period" has the meaning specified in Section 3.9. 



        "GAAP" means United States generally accepted accounting principles, consistently applied, from time to time in effect. 


        "Global Security" means a Security that evidences all or part of the Securities, the ownership and transfers of which shall be made
through book entries by a Depositary. 


        "Government Obligation" means (a) any security that is (i) a direct obligation of the United States of America of which the
full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of
America or the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (b) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any
Government Obligation that is specified in clause (a) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal
of or interest on any Government Obligation that is so specified and held, provided, that (except as required by law) such custodian is not authorized
to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of
principal or interest evidenced by such depositary receipt. 


        "Guarantee Agreement" means the Guarantee Agreement executed by the Company and JPMorgan Chase Bank, N.A., as Guarantee Trustee,
contemporaneously with the execution and delivery of this Indenture, for the benefit of the holders of the Preferred Securities, as modified, amended or supplemented from time to time. 


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


        "Indenture" means this instrument as originally executed or as it may from time to time be amended or supplemented by one or more
amendments or indentures supplemental hereto entered into pursuant to the applicable provisions hereof. 


        "Interest Payment Date" means March 15, June 15, September 15, and December 15 of each year, commencing on
March 15, 2005, during the term of this Indenture. 


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


        "Investment Company Event" means the receipt by the Company of an Opinion of Counsel experienced in such matters to the effect that, as a
result of the occurrence of a change in law or regulation (including any announced prospective change) or a written change in interpretation or application of law or regulation by any legislative
body, court, governmental agency or regulatory authority, there is more than an insubstantial risk that the Trust is or, within ninety (90) days of the date of such opinion will be, considered
an "investment company" that is required to be registered under the Investment Company Act, which change or prospective change becomes effective or would become effective, as the case may be, on or
after the date of the issuance of the Securities. 


        "LIBOR" has the meaning specified in Schedule A. 


        "LIBOR Business Day" has the meaning specified in Schedule A. 



        "LIBOR Determination Date" has the meaning specified in Schedule A. 


        "Liquidation Amount" has the meaning specified in the Trust Agreement. 


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



        "Notice of Default" means a written notice of the kind specified in Section 5.1(c). 


        "Officers' Certificate" means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the Chief Executive
Officer, the President or a Vice President, and by the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company and delivered to the
Trustee. 


        "Operative Documents" means the Trust Agreement, the Indenture, the Purchase Agreement, the Guarantee Agreement and the Securities. 


        "Opinion of Counsel" means a written opinion of counsel, who may be counsel for or an employee of the Company or any Affiliate of the
Company. 


        "Optional Redemption Price" has the meaning set forth in Section 11.1. 



        "Original Issue Date" means the date of original issuance of each Security. 


        "Outstanding" means, when used in reference to any Securities, as of the date of determination, all Securities theretofore authenticated
and delivered under this Indenture, except: 



        (i)    Securities
theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 



        (ii)   Securities
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in
trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities;  provided, that, if such Securities are to be redeemed,
notice of such redemption has been duly given pursuant to this Indenture or provision therefor
satisfactory to the Trustee has been made; and 


        (iii)  Securities
that have been paid or in substitution for or in lieu of which other Securities have been authenticated and delivered pursuant to the provisions of this
Indenture, unless proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Company; 




provided, that, in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned by 


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the
Company or any other obligor upon the Securities or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether
the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that a Responsible Officer of the Trustee actually knows
to be so owned shall be so disregarded. Securities so owned that 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 such other obligor.
Notwithstanding anything herein to the contrary, Securities initially issued to the Trust that are owned by the Trust shall be deemed to be Outstanding notwithstanding the ownership by the Company or
an Affiliate of any beneficial interest in the Trust. 


        "Paying Agent" means the Trustee or any Person authorized by the Company to pay the principal of or any premium or interest on, or other
amounts in respect of, any Securities on behalf of the Company. 


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



        "Place of Payment" means, with respect to the Securities, the Corporate Trust Office of the Trustee. 


        "Preferred Securities" has the meaning specified in the first recital of this Indenture. 


        "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. For the purposes of this definition, any security authenticated and delivered under Section 3.6 in lieu of
a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security. 


        "Proceeding" has the meaning specified in Section 12.2. 


        "Property Trustee" means the Person identified as the "Property Trustee" in the Trust Agreement, solely in its capacity as Property
Trustee of the Trust under the Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor Property Trustee appointed as therein provided. 



        "Purchase Agreement" means the agreement, dated as of the date hereof, between the Company and the Trust and ALESCO Preferred Funding
VI, Ltd. 


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


        "Redemption Price" means, when used with respect to any Security to be redeemed, in whole or in part, the Special Redemption Price or the
Optional Redemption Price, as applicable, at which such Security or portion thereof is to be redeemed as fixed by or pursuant to this Indenture. 



        "Reference Banks" has the meaning specified in Schedule A. 


        "Regular Record Date" for the interest payable on any Interest Payment Date with respect to the Securities means the date that is fifteen
(15) days preceding such Interest Payment Date (whether or not a Business Day). 


        "Responsible Officer" means, when used with respect to the Trustee, the officer in the Institutional Trust Services department of the
Trustee having direct responsibility for the administration of this Indenture. 



        "Rights Plan" means a plan of the Company providing for the issuance by the Company to all holders of its Common Stock of rights entitling
the holders thereof to subscribe for or purchase shares of any class or series of capital stock of the Company which rights (i) are deemed to be transferred with such shares of such Common
Stock and (ii) are also issued in respect of future issuances of such Common Stock, in each case until the occurrence of a specified event or events. 


        "Securities" or "Security means any debt securities or debt security, as the case may be,
authenticated and delivered under this Indenture. 


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


        "Securities Register" and "Securities Registrar" have the respective meanings specified in  Section 3.5. 


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        "Senior Debt" means the principal of and any premium and interest on (including interest accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Company, whether or not such claim for post-petition interest is allowed in such proceeding) all Debt of the Company, whether incurred
on or prior to the date of this Indenture or thereafter incurred, unless it is provided in the instrument creating or evidencing the same or pursuant to which the same is outstanding, that such
obligations are not superior in right of payment to the Securities issued under this Indenture; provided, however, that if the Company is subject to the
regulation and supervision of any Applicable Insurance Regulatory Authority, the Company shall have received the approval of each appropriate Applicable Insurance Regulatory Authority prior to issuing
any such obligation if then required; and provided, further, that Senior Debt shall not be deemed to include any other debt securities and guarantees in
respect of such debt securities issued to any trust other than the Trust (or a trustee of any such trust), partnership or other entity affiliated with the Company that is a financing vehicle of the
Company (a "financing entity") in connection with the issuance by such financing entity of equity securities or other securities that are treated as equity capital for regulatory capital purposes
guaranteed by the Company pursuant to an instrument that ranks pari passu with or junior in right of payment to this Indenture, including, without
limitation, securities issued by American Equity Capital Trust I, American Equity Capital Trust II, American Equity Capital Trust III, American Equity Capital Trust IV, American Equity Capital Trust
V, American Equity Capital Trust VI, American Equity Capital and American Equity Capital Trust VII. 


        "Special Event" means the occurrence of an Investment Company Event or a Tax Event. 


        "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to  Section 3.1. 



        "Special Redemption Price" has the meaning set forth in Section 11.2. 


        "Stated Maturity" means December 15, 2034. 


        "Statutory Financial Statements" means all financial statements of the Company's subsidiary insurance companies for each relevant period,
each prepared in accordance with Applicable Accounting Principles. 


        "Subsidiary" means a Person more than fifty percent (50%) of the outstanding voting stock or other voting interests of which is owned,
directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For purposes of this definition, "voting
stock" means stock that ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by
reason of any contingency. 


        "Tax Event" means the receipt by the Company of an Opinion of Counsel experienced in such matters to the effect that, as a result of
(a) any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing authority
thereof or therein or (b) any judicial decision or any official administrative pronouncement (including any private letter ruling, technical advice memorandum or field service advice) or
regulatory procedure, including any notice or announcement of intent to adopt any such pronouncement or procedure (an "Administrative Action"),
regardless of whether such judicial decision or Administrative Action is issued to or in connection with a proceeding involving the Company or the Trust and whether or not subject to review or appeal,
which amendment, change, judicial decision or Administrative Action is enacted, promulgated or announced, in each case, on or after the date of issuance of the Securities, there is more than an
insubstantial risk that (i) the Trust is, or will be within ninety (90) days of the date of such opinion, subject to United States federal income tax with respect to income received or
accrued on the Securities, (ii) interest payable by the Company on the Securities is not, or within ninety (90) days of the date of such opinion, will not be, deductible by the Company,
in whole or in part, for United States federal income tax purposes, or (iii) the Trust is, or will be within ninety (90) days of the date of such opinion, subject to more than a  de minimis
amount of other taxes, duties or other governmental charges. 


        "Trust" has the meaning specified in the first recital of this Indenture. 



        "Trust Agreement" means the Amended and Restated Trust Agreement executed and delivered by the Company, the Property Trustee, Chase
Manhattan Bank USA, National Association, as Delaware Trustee and the Administrative Trustees named therein, contemporaneously with the execution and delivery of this Indenture, for the benefit of the
holders of the Trust Securities, as amended or supplemented from time to time. 


        "Trustee" means the Person named as the "Trustee" in the first paragraph of this
instrument, solely in its capacity as such and not in its individual capacity, until a successor Trustee shall have become such pursuant to 


6







 



the
applicable provisions of this Indenture, and, thereafter, "Trustee" shall mean or include each Person who is then a Trustee hereunder. 


        "Trust Indenture Act" means the Trust Indenture Act of 1939, as amended and as in effect on the date as of this Indenture. 



        "Trust Securities" has the meaning specified in the first recital of this Indenture. 


        SECTION
1.2.    Compliance Certificate and Opinions.    


        (a)   Upon
any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall, if requested by the Trustee,
furnish to the Trustee an Officers' Certificate stating that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this
Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including covenants compliance
with which constitutes a condition precedent), if any, have been complied with. 


        (b)   Every
certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificate provided pursuant to  Section 10.3) shall include:




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



        (ii)   a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions of such individual contained in such certificate
or opinion are based; 


        (iii)  a
statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed
opinion as to whether or not such covenant or condition has been complied with; and 


        (iv)  a
statement as to whether, in the opinion of such individual, such condition or covenant has been complied with. 




        SECTION
1.3.    Forms of Documents Delivered to Trustee.    


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



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



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


        (d)   Whenever,
subsequent to the receipt by the Trustee of any Board Resolution, Officers' Certificate, Opinion of Counsel or other document or instrument, a clerical,
typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and
effect as if originally received in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to
have been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Without limiting the generality of the foregoing, any
Securities issued under the authority of such defective document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably
with all other Outstanding Securities. 


7







 



        SECTION
1.4.    Acts of Holders.    



        (a)   Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given to or taken by Holders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent thereof duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments (including any appointment of an agent) is or are delivered to the Trustee, and, where it is hereby expressly required,
to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and
conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 1.4. 


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


        (c)   The
ownership of Securities shall be proved by the Securities Register. 


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


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



        (f)    Except
as set forth in paragraph (g) of this Section 1.4, the Company may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or
permitted by this Indenture to be given, made or taken by Holders of Securities. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no
other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided, that no such
action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (as defined in Section 1.4(h)) by Holders of the
requisite principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect). Promptly
after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to
be given to the Trustee in writing and to each Holder of Securities in the manner set forth in Section 1.6. 



        (g)   The
Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities entitled to join in the giving or making of
(i) any Notice of Default, (ii) any declaration of acceleration or rescission or annulment thereof referred to in Section 5.2,
(iii) any request to institute proceedings referred to in Section 5.7(b) or (iv) any direction referred to in  Section 5.12. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Securities on such record date, and no other
Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date;  provided, that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite
principal amount of Outstanding Securities on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record
date has previously been set pursuant to this paragraph (whereupon the record date previously 


8







 



set
shall automatically and with no action by any Person be canceled and of no effect). Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company's expense, shall
cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities in the manner set forth in  Section 1.6. 


        (h)   With
respect to any record date set pursuant to paragraph (f) or (g) of this Section 1.4, the party
hereto that sets such record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or
later day; provided, that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in
writing, and to each Holder of Securities in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration
Date is not designated with respect to any record date set pursuant to this Section 1.4, the party hereto that set such record date shall be
deemed to have initially designated the ninetieth (90th) day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as
provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the one hundred eightieth (180th) day after the applicable record date. 



        SECTION
1.5.    Notices, Etc. to Trustee and Company.    


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


        (a)   the
Trustee by any Holder, any holder of Preferred Securities or the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with and received by the Trustee at its Corporate Trust Office, or 



        (b)   the
Company by the Trustee, any Holder or any holder of Preferred Securities shall be sufficient for every purpose hereunder if in writing and mailed, first class,
postage prepaid, to the Company addressed to it at American Equity Investment Life Holding Company, 5000 Westown Parkway, Suite 440, West Des Moines, IA 50266, Attention: Wendy Carlson, Chief
Financial Officer or at any other address previously furnished in writing to the Trustee by the Company. 


        SECTION
1.6.    Notice to Holders; Waiver.    



        Where
this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first
class, postage prepaid, to each Holder affected by such event to the address of such Holder as it appears in the Securities Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. If, by reason of the suspension of or irregularities in regular mail service or for any other reason, it shall be impossible or impracticable to mail
notice of any event to Holders when said notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall
be deemed to be a sufficient giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 


        SECTION
1.7.    Effect of Headings and Table of Contents.    



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


        SECTION
1.8.    Successors and Assigns.    


        This
Indenture shall be binding upon and shall inure to the benefit of any successor to the Company and the Trustee, including any successor by operation of law. Except in connection
with a transaction involving the Company that is permitted under Article VIII and pursuant to which the assignee agrees in writing to perform the
Company's obligations hereunder, the Company shall not assign its obligations hereunder. 


9







 



        SECTION
1.9.    Separability Clause.    


        If
any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby, and there shall be deemed substituted for the provision at issue a valid, legal and enforceable provision as similar as possible to the provision at issue. 


        SECTION
1.10.    Benefits of Indenture.    


        Nothing
in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns, the holders of Senior Debt,
the Holders of the Securities and, to the extent expressly provided in Sections 5.2, 5.8,  5.9, 5.11, 5.13,
9.2 and 10.7, the holders of Preferred Securities, any benefit or any legal or equitable right, remedy
or claim under this Indenture. 


        SECTION
1.11.    Governing Law.    


        This Indenture and the rights and obligations of each of the Holders, the Company and the Trustee shall be construed and enforced in accordance with and governed
by the laws of the State of New York without reference to its conflict of laws provisions (other than Section 5-1401 of the General Obligations Law).



        SECTION
1.12.    Submission to Jurisdiction.    


        ANY
LEGAL ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF THE STATE OF NEW YORK, IN
AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH PARTY ACCEPTS, FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE. 



        SECTION
1.13.    Non-Business Days.    


        If
any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or the
Securities) payment of interest, premium, if any, or principal or other amounts in respect of such Security shall not be made on such date, but shall be made on the next succeeding Business Day (and
no interest shall accrue in respect of the amounts whose payment is so delayed for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, until
such next succeeding Business Day) except that, if such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with
the same force and effect as if made on the Interest Payment Date or Redemption Date or at the Stated Maturity. 


10








   ARTICLE II  


 SECURITY FORMS  


        SECTION
2.1.    Form of Security.    


        Any
Security issued hereunder shall be in substantially the following form: 


AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY  


 Floating Rate Junior Subordinated Note due 2034  



	

No.	
 	

$20,620,000





        American Equity Investment Life Holding Company, a corporation organized and existing under the laws of Iowa (hereinafter called the
"Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
                        , or registered assigns, the principal sum of Twenty
Million Six Hundred Twenty Thousand Dollars ($20,620,000) or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in
accordance with the Indenture on December 15, 2034. The Company further promises to pay interest on said principal sum from December 22, 2004, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, quarterly (subject to deferral as set forth herein) in arrears on March 15, June 15, September 15, and
December 15 of each year, commencing March 15, 2005, or if any such day is not a Business Day, on the next succeeding Business Day (and no interest shall accrue in respect of the amounts
whose payment is so delayed for the period from and after such Interest Payment Date until such next succeeding Business Day), except that, if such Business Day falls in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in each case, with the same force and effect as if made on the Interest Payment Date, at a variable rate equal to LIBOR plus
3.75% per annum, together with Additional Tax Sums, if any, as provided in Section 10.5 of the Indenture, until the principal hereof is paid or
duly provided for or made available for payment; provided, further, that any overdue principal, premium,
if any, or Additional Tax Sums and any overdue installment of interest shall bear Additional Interest at a variable rate equal to LIBOR plus 3.75% per annum (to the extent that the payment of such
interest shall be legally enforceable), compounded quarterly, from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand. 



        The
amount of interest payable shall be computed on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest installment. Any such interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities not less than ten (10) days prior to such
Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture. 


        So
long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of this Security, to defer the payment
of interest on this Security for a period of up to twenty (20) consecutive quarterly interest payment periods (each such period, an "Extension
Period"), during which Extension Period(s), no interest shall be due and payable (except any Additional Tax Sums that may be due and payable). No Extension Period shall end on
a date other than an Interest Payment Date, and no Extension Period shall extend beyond the Stated Maturity of the principal of this Security. No interest shall be due and payable during an Extension
Period (except any Additional Tax Sums that may be due and payable), except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension
Period shall bear Additional Interest (to the extent payment of such interest would be legally enforceable) at a variable rate equal to LIBOR plus 3.75% per annum, compounded quarterly, from the dates
on which amounts would have otherwise been due and payable until paid or made available for payment. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid
on this Security, together with such Additional Interest. Prior to the termination of any such Extension Period, the Company may 


11







 



further
defer the payment of interest; provided, that (i) all such previous and further extensions comprising such Extension Period do not exceed
twenty (20) quarterly interest payment periods, (ii) no Extension Period shall end on a date other than an Interest Payment Date and (iii) no Extension Period shall extend beyond
the Stated Maturity of the principal of this Security. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on
any Interest Payment Date, the Company may elect to begin a new Extension Period; provided, that (i) such Extension Period does not exceed twenty
(20) quarterly interest payment periods, (ii) no Extension Period shall end on a date other than an Interest Payment Date and (iii) no Extension Period shall extend beyond the
Stated Maturity of the principal of this Security. The Company shall give the Holder of this Security and the Trustee written notice of its election to begin any such Extension Period at least one
Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral or, so long as this Security is held by the Trust, at least
one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of American Equity Capital Trust VIII would be payable but for such
deferral and (ii) the date on which the Property Trustee of such Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to
holders of such Preferred Securities of the record date for the payment of such Distributions. 


        During
any such Extension Period, the Company shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of the Company's capital stock or (ii) make any payment of principal of or any interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company
that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions
of shares of capital stock of the Company in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, (2) a dividend reinvestment or stockholder stock purchase plan and (3) the issuance of capital stock of the Company (or securities convertible into or
exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any
class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's
indebtedness for any class or series of the Company's capital stock, (c) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, the issuance of rights, stock or other
property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock
or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari
passu with or junior to such stock). 


        Payment
of principal of, premium, if any, and interest on this Security shall be made in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts. Payments of principal, premium, if any, and interest due at the Maturity of this Security shall be made at the Place of Payment upon surrender of such
Securities to the Paying Agent, and payments of interest shall be made, subject to such surrender where applicable, by wire transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Paying Agent at least ten (10) Business Days prior to the date for payment by the Person entitled thereto unless proper written transfer
instructions have not been received by the relevant record date, in which case such payments shall be made by check mailed to the address of such Person as such address shall appear in the Security
Register. Notwithstanding the foregoing, so long as the Holder of this Security is the Property Trustee, the payment of the principal of (and premium, if any) and interest (including any overdue
installment of interest and Additional Tax Sums, if any) on this Security will be made at such place and to such account as may be designated by the Property Trustee. 


        The
indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Debt, and
this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and
(c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now outstanding or hereafter incurred, and waives reliance by each such holder
upon said provisions. 


12







 



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


[FORM OF REVERSE OF SECURITY]


        This
Security is one of a duly authorized issue of securities of the Company (the "Securities") issued under the Junior Subordinated
Indenture, dated as of December 22, 2004 (the "Indenture"), between the Company and JPMorgan Chase Bank, N.A., as Trustee (in such capacity, the
"Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is
hereby made for a statement of the rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Debt, the Holders of the Securities and the
holders of the Preferred Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. 


        All
terms used in this Security that are defined in the Indenture or in the Amended and Restated Trust Agreement, dated as of December 22, 2004 (as modified, amended or
supplemented from time to time, the "Trust Agreement"), relating to the American Equity Capital Trust VIII (the
"Trust") among the Company, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto,
shall have the meanings assigned to them in the Indenture or the Trust Agreement, as the case may be. 


        The
Company may, on any Interest Payment Date, at its option, upon not less than thirty (30) days' nor more than sixty (60) days' written notice to the Holders of the
Securities (unless a shorter notice period shall be satisfactory to the Trustee) on or after December 15, 2009 and subject to the terms and conditions of  Article XI of the Indenture, redeem
this Security in whole at any time or in part from time to time at a Redemption Price equal to one hundred
percent (100%) of the principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the
Redemption Date; provided, that the Company shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. 


        In
addition, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, upon not less than thirty (30) days' nor more than sixty
(60) days' written notice to the Holders of the Securities (unless a shorter notice period shall be satisfactory to the Trustee), redeem this Security, in whole but not in part, subject to the
terms and conditions of Article XI of the Indenture at a Redemption Price equal to one hundred seven and one half percent (107.5%) of the
principal amount hereof, together, in the case of any such redemption, with accrued interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date;  provided,
that the Company shall have received the prior approval of any Applicable Insurance Regulatory Authority then required. 


        In
the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the
cancellation hereof. If less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected not more than sixty (60) days prior to the Redemption Date by
the Trustee from the Outstanding Securities not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption
of a portion of the principal amount of any Security. 


        The
Indenture permits, with certain exceptions as therein provided, the Company and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of
modifying in any manner the rights and obligations of the Company and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities, on behalf of the Holders of all Securities, to waive
compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security. 


        No
reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of and any premium, if any, and interest, including any Additional Interest, on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 


13







 



        As
provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Securities Registrar and duly executed by, the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Securities, of like tenor, of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees. 


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


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


        The
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. 



        The
Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that, for
United States federal, state and local tax purposes, it is intended that this Security constitute indebtedness. 


        This Security shall be construed and enforced in accordance with and governed by the laws of the State of New York, without reference to its conflict of laws
provisions (other than Section 5-1401 of the General Obligations Law).


        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed on this            day
of                        , 20    .
 



	 	 	AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
	 	 	 	 
	

 	
 	

By:

	

 Name:

Title:





        SECTION 2.2.    Restricted Legend.    


        (a)   Any
Security issued hereunder shall bear a legend in substantially the following form: 



"[IF THE SECURITY IS A GLOBAL SECURITY INSERT: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED
TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS
NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF
DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES. 


UNLESS
THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME
OF SIGLER & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE TO SIGLER & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL 



14







 




INASMUCH
AS THE REGISTERED OWNER HEREOF, SIGLER & CO., HAS AN INTEREST HEREIN.] 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND SUCH
SECURITIES, AND ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF ANY SECURITIES IS
HEREBY NOTIFIED THAT THE SELLER OF THE SECURITIES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE SECURITIES ACT. 


THE
HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) SUCH SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (I) TO
THE COMPANY, (II) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (III) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES ACT
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF AN "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (IV) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (V) PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN
EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (III) OR (V), SUBJECT TO THE RIGHT OF THE COMPANY TO
REQUIRE AN OPINION OF COUNSEL AND OTHER INFORMATION SATISFACTORY TO IT AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY SECURITIES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(A) ABOVE. 


THE
SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF
SECURITIES, OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
PRINCIPAL OF OR INTEREST ON SUCH SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SECURITIES. 


THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (EACH A "PLAN"), OR AN ENTITY WHOSE UNDERLYING
ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN. ANY
PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING
THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE." 



15







 





        (b)   The
above legends shall not be removed from any Security unless there is delivered to the Company satisfactory evidence, which may include an Opinion of Counsel, as may
be reasonably required to ensure that any future transfers thereof may be made without restriction under or violation of the provisions of the Securities Act and other applicable law. Upon provision
of such satisfactory evidence, the Company shall execute and deliver to the Trustee, and the Trustee shall deliver, upon receipt of a Company Order directing it to do so, a Security that does not bear
the legend. 


        SECTION
2.3.    Form of Trustee's Certificate of Authentication.    



The
Trustee's certificate of authentication shall be in substantially the following form: 


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




Dated:




	 	 	JPMORGAN CHASE BANK, N.A., as Trustee
	 	 	 	 
	

 	
 	

By:	

Authorized signatory





        SECTION 2.4.    Temporary Securities.    


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



        (b)   If
temporary Securities are issued, the Company will cause definitive Securities to be prepared without unreasonable delay. After the preparation of definitive
Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Company designated for that purpose
without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one
or more definitive Securities of any authorized denominations having the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities. Until so exchanged, the
temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive Securities. 


        SECTION
2.5.    Definitive Securities.    


        The
Securities issued on the Original Issue Date shall be in definitive form. The definitive Securities shall be printed, lithographed or engraved, or produced by any combination of
these methods, if required by any securities exchange on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by
the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 


16







 
ARTICLE III  


 THE SECURITIES  


        SECTION
3.1.    Payment of Principal and Interest.    


        (a)   The
unpaid principal amount of the Securities shall bear interest at a variable rate of LIBOR plus 3.75% per annum until paid or duly provided for, such interest to
accrue from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, and any overdue principal, premium, if any, or Additional Tax
Sums and any overdue installment of interest shall bear Additional Interest at the rate equal to a variable rate of LIBOR plus 3.75% per annum, compounded quarterly from the dates such amounts are due
until they are paid or funds for the payment thereof are made available for payment. 


        (b)   Interest
and Additional Interest on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, except that interest and any Additional
Interest payable on the Stated Maturity (or any date of principal repayment upon early maturity) of the principal of a Security or on a Redemption Date shall be paid to the Person to whom principal is
paid. The initial payment of interest on any Security that is issued between a Regular Record Date and the related Interest Payment Date shall be payable as provided in such Security. 


        (c)   Any
interest on any Security that is due and payable, but is not timely paid or duly provided for, on any Interest Payment Date for Securities (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 may be paid by the Company, at its election in each case, as provided in paragraph (i) or (ii) below: 



        (i)    The
Company may elect to make payment of any Defaulted Interest to the Persons in whose names the 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 (a "Special Record Date"), which shall be fixed in the
following manner. At least thirty (30) days prior to the date of the proposed payment, the Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of
such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than fifteen
(15) days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security at the address of such Holder as it appears in the Securities Register not less
than ten (10) days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted
Interest shall be paid to the Persons in whose names the Securities (or their respective Predecessor Securities) are registered on such Special Record Date; or 


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




        (d)   Payments
of interest on the Securities shall include interest accrued to but excluding the respective Interest Payment Dates. Interest payments for the Securities shall
be computed and paid on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period. 


        (e)   Payment
of principal of, premium, if any, and interest on the Securities shall be made in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts. Payments of principal, premium, if any, and interest due at the Maturity of such Securities shall be made at the Place of Payment upon
surrender of such Securities to the Paying Agent and payments of interest 


17







 



shall
be made subject to such surrender where applicable, by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Paying
Agent at least ten (10) Business Days prior to the date for payment by the Person entitled thereto unless proper written transfer instructions have not been received by the relevant record
date, in which case such payments shall be made by check mailed to the address of such Person as such address shall appear in the Security Register. Notwithstanding the foregoing, so long as the
holder of this Security is the Property Trustee, the payment of the principal of (and premium, if any) and interest (including any overdue installment of interest and Additional Tax Sums, if any) on
this Security will be made at such place and to such account as may be designated by the Property Trustee. 


        (f)    Subject
to the foregoing provisions of this Section 3.1, each Security delivered under this Indenture upon
transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security. 


        SECTION
3.2.    Denominations.    



        The
Securities shall be in registered form without coupons and shall be issuable in minimum denominations of $100,000 and any integral multiple of $1,000 in excess thereof. 


        SECTION
3.3.    Execution, Authentication, Delivery and Dating.    


        (a)   At
any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities in an aggregate principal amount (including all
then Outstanding Securities) not in excess of Twenty Million One Hundred Ten Thousand Dollars ($20,110,000) executed by the Company to the Trustee for authentication, together with a Company Order for
the authentication and delivery of such Securities, and the Trustee in accordance with the Company 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 shall be fully protected in relying upon: 



        (i)    a
copy of any Board Resolution relating thereto; and 


        (ii)   an
Opinion of Counsel stating that: (1) such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute, and the Indenture constitutes, valid and legally binding obligations of the Company, each enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity
principles; (2) the Securities have been duly authorized and executed by the Company and have been delivered to the Trustee for authentication in accordance with this Indenture; (3) the
Securities are not required to be registered under the Securities Act; and (4) the Indenture is not required to be qualified under the Trust Indenture Act. 




        (b)   The
Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one
of its Vice Presidents. The signature of any of these officers on the Securities may be manual or facsimile. Securities bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such
Securities or did not hold such offices at the date of such Securities. 


        (c)   No
Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of
authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in  Section 3.8, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture. 


        (d)   Each
Security shall be dated the date of its authentication. 


        SECTION
3.4.    Global Securities.    


        (a)   Upon
the election of the Holder after the Original Issue Date, which election need not be in writing, the Securities owned by such Holder shall be issued in the form of
one or more Global Securities registered in the 


18







 



name
of the Depositary or its nominee. Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Company for such Global Security or a
nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. 


        (b)   Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global
Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee
and the Company in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and no qualified successor
is appointed by the Company within ninety (90) days of receipt by the Company of such notice, (ii) such Depositary ceases to be a clearing agency registered under the Exchange Act and no
successor is appointed by the Company within ninety (90) days after obtaining knowledge of such event, (iii) the Company executes and delivers to the Trustee a Company Order stating that
the Company elects to terminate the book-entry system through the Depositary or (iv) an Event of Default shall have occurred and be continuing. Upon the occurrence of any event
specified in clause (i), (ii), (iii) or (iv) above, the Trustee shall notify the Depositary and instruct the Depositary to notify all owners of beneficial interests in such Global
Security of the occurrence of such event and of the availability of Securities to such owners of beneficial interests requesting the same. The Trustee may conclusively rely, and be protected in
relying, upon the written identification of the owners of beneficial interests furnished by the Depositary, and shall not be liable for any delay resulting from a delay by the Depositary. Upon the
issuance of such Securities and the registration in the Securities Register of such Securities in the names of the Holders of the beneficial interests therein, the Trustees shall recognize such
holders of beneficial interests as Holders. 


        (c)   If
any Global Security is to be exchanged for other Securities or canceled in part, or if another Security is to be exchanged in whole or in part for a beneficial
interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this  Article III or (ii) the principal amount
thereof shall be reduced or increased by an amount equal to the portion thereof to be so
exchanged or canceled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on
the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Depository Procedures, shall instruct the Depositary or its authorized representative to make a
corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Company shall execute and the
Trustee shall authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall
not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. 


        (d)   Every
Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof shall be
authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee
thereof. 


        (e)   Securities
distributed to holders of Book-Entry Preferred Securities (as defined in the applicable Trust Agreement) upon the dissolution of the Trust shall
be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or
with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities
distributed to holders of Preferred Securities other than Book-Entry Preferred Securities upon the dissolution of the Trust shall not be issued in the form of a Global Security or any
other form intended to facilitate book-entry trading in beneficial interests in such Securities. 


        (f)    The
Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the
Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Depository Procedures. Accordingly, any such owner's beneficial interest in a
Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Depositary Participants. The
Securities Registrar and the Trustee shall be entitled to deal with the Depositary for all purposes of this Indenture relating to a Global Security (including the payment of principal and interest
thereon and the giving of instructions or directions by owners of beneficial interests therein and the giving of notices) as the sole Holder of 


19







 



the
Security and shall have no obligations to the owners of beneficial interests therein. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected
by the Depositary. 


        (g)   The
rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and
agreements between such owners and the Depositary and/or its Depositary Participants. 


        (h)   No
holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global
Security, and such Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the owner of such Global Security for all purposes whatsoever. None of the
Company, the Trustee nor any agent of the Company or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests of a Global Security or maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a
Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security. 



        SECTION
3.5.    Registration, Transfer and Exchange Generally.    


        (a)   The
Trustee shall cause to be kept at the Corporate Trust Office a register (the "Securities Register") in which the
registrar and transfer agent with respect to the Securities (the "Securities Registrar"), subject to such reasonable regulations as it may prescribe,
shall provide for the registration of Securities and of transfers and exchanges of Securities. The Trustee shall at all times also be the Securities Registrar. The provisions of  Article VI shall
apply to the Trustee in its role as Securities Registrar. 



        (b)   Subject
to compliance with Section 2.2(b), upon surrender for registration of transfer of any Security at the
offices or agencies of the Company designated for that purpose the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Securities of any authorized denominations of like tenor and aggregate principal amount. 


        (c)   At
the option of the Holder, Securities may be exchanged for other Securities of any authorized denominations, of like tenor and aggregate principal amount, upon
surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities that the Holder making the exchange is entitled to receive. 


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


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


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


        (g)   Neither
the Company nor the Trustee shall be required pursuant to the provisions of this Section 3.5 (g):
(i) to issue, register the transfer of or exchange any Security during a period beginning at the opening of business fifteen (15) days before the day of selection for redemption of
Securities pursuant to Article XI and ending at the close of business on the day of mailing of the notice of redemption or (ii) to
register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any such Security to be redeemed in part, any portion thereof not to be
redeemed. 


        (h)   The
Company shall designate an office or offices or agency or agencies where Securities may be surrendered for registration or transfer or exchange. The Company
initially designates the Corporate Trust Office as its office and agency for such purposes. The Company shall give prompt written notice to the Trustee and to the Holders of any change in the location
of any such office or agency. 


20







 



        SECTION
3.6.    Mutilated, Destroyed, Lost and Stolen Securities.    



        (a)   If
any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Trustee to save the Company and the Trustee
harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of like tenor and aggregate principal amount and bearing a number not
contemporaneously outstanding. 


        (b)   If
there shall be delivered to the Trustee (i) evidence to its satisfaction of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by it to save each of the Company and the Trustee harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a  bona fide
purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of like tenor and aggregate principal amount as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding. 


        (c)   If
any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new
Security, pay such Security. 


        (d)   Upon
the issuance of any new Security under this Section 3.6, 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. 



        (e)   Every
new Security issued pursuant to this Section 3.6 in lieu of any mutilated, destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. 


        (f)    The
provisions of this Section 3.6 are exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 


        SECTION
3.7.    Persons Deemed Owners.    


        The
Company, the Trustee and any agent of the Company or the Trustee shall treat the Person in whose name any Security is registered as the owner of such Security for the purpose of
receiving payment of principal of and any interest on such Security and for all other purposes whatsoever, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary. 


        SECTION
3.8.    Cancellation.    


        All
Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities
and Securities surrendered directly to the Trustee for any such purpose shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder that the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided in this  Section 3.8, except as expressly permitted by this Indenture. All canceled Securities shall be retained by
the Trustee in accordance with its
customary practices. 


        SECTION
3.9.    Deferrals of Interest Payment Dates.    


        (a)   So
long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time and from time to time during the term of the Security, to
defer the payment of interest on the Securities for a period of up to twenty (20) consecutive quarterly interest payment periods (each such period, an "Extension
Period"), during which Extension Period(s), the Company shall have the right to make no payments or partial payments of interest
on any Interest Payment Date (except any Additional Tax Sums that otherwise may be due and payable). No Extension Period shall end on a date other than an Interest Payment Date and no Extension Period
shall extend beyond the Stated Maturity of the principal of the Securities. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest
that would otherwise have been due and payable during such Extension Period shall bear Additional Interest (to the extent payment of such interest would be legally enforceable) at the rate equal to a
variable rate equal to LIBOR plus 3.75% per annum, compounded quarterly, from the dates on which amounts would have otherwise been due and payable until paid or until funds for the payment thereof
have been made available for payment. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities together 


21







 



with
such Additional Interest. Prior to the termination of any such Extension Period, the Company may extend such Extension Period and further defer the payment of interest;  provided, that (i) all such
previous and further extensions comprising such Extension Period do not exceed twenty (20) quarterly interest
payment periods, (ii) no Extension Period shall end on a date other than an Interest Payment Date and (iii) no Extension Period shall extend beyond the Stated Maturity of the principal
of the Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the
Company may elect to begin a new Extension Period; provided, that (i) such Extension Period does not exceed twenty (20) quarterly interest
payment periods, (ii) no Extension Period shall end on a date other than an Interest Payment Date and (iii) no Extension Period shall extend beyond the Stated Maturity of the principal
of the Securities. The Company shall give the Holders of the Securities and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next
succeeding Interest Payment Date on which interest on the Securities would be payable but for such deferral or, so long as any Securities are held by the Trust, at least one Business Day prior to the
earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of such Trust would be payable but for such deferral and (ii) the date on which the Property
Trustee of such Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date
for the payment of such Distributions. 


        (b)   In
connection with any such Extension Period, the Company shall be subject to the restrictions set forth in  Section 10.6(a). 


        SECTION
3.10.    Right of Set-Off.    



        Notwithstanding
anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any Security to the extent the
Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee Agreement relating to such
Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture. 


        SECTION
3.11.    Agreed Tax Treatment.    



        Each
Security issued hereunder shall provide that the Company and, by its acceptance or acquisition of a Security or a beneficial interest therein, the Holder of, and any Person that
acquires a direct or indirect beneficial interest in, such Security, intend and agree to treat such Security as indebtedness of the Company for United States Federal, state and local tax purposes and
to treat the Preferred Securities (including but not limited to all payments and proceeds with respect to the Preferred Securities) as an undivided beneficial ownership interest in the Securities (and
any other Trust property) (and payments and proceeds therefrom, respectively) for United States Federal, state and local tax purposes. The provisions of this Indenture shall be interpreted to further
this intention and agreement of the parties. 


        SECTION
3.12.    CUSIP Numbers.    


        The
Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption and other similar or
related materials as a convenience to Holders; provided, that any such notice or other materials 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 redemption or other materials 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. 


ARTICLE IV  


 SATISFACTION AND DISCHARGE  


        SECTION
4.1.    Satisfaction and Discharge of Indenture.    



        This
Indenture shall, upon Company Request, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly
provided for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture, when 


	(a)
	either



22







 

        (i)    all
Securities theretofore authenticated and delivered (other than (A) Securities that have been mutilated, destroyed, lost or stolen and that have been replaced
or paid as provided in Section 3.6 and (B) Securities for whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Company and thereafter repaid to the Company or discharged from such trust as provided in Section 10.2) have been delivered
to the Trustee for cancellation; or 



        (ii)   all
such Securities not theretofore delivered to the Trustee for cancellation 



        (A)  have
become due and payable, or 


        (B)  will
become due and payable at their Stated Maturity within one year of the date of deposit, or 


        (C)  are
to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at
the expense, of the Company, 




and
the Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose (x) an
amount in the currency or currencies in which the Securities are payable, (y) Government Obligations which through the scheduled payment of principal and interest in respect thereof in
accordance with their terms will provide, not later than the due date of any payment, money in an amount or (z) 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 the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal and any premium and interest (including any Additional Interest) to the date of such deposit (in the case of Securities that have become due
and payable) or to the Stated Maturity (or any date of principal repayment upon early maturity) or Redemption Date, as the case may be; 




        (b)   the
Company has paid or caused to be paid all other sums payable hereunder by the Company; and 


        (c)   the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to
the satisfaction and discharge of this Indenture have been complied with. 


Notwithstanding
the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.6, the
obligations of the Company to any Authenticating Agent under Section 6.11 and, if money shall have been deposited with the Trustee pursuant to
subclause (a)(ii) of this Section 4.1, the obligations of the Trustee under  Section 4.2 and Section 10.2(e)
 shall survive. 



        SECTION
4.2.    Application of Trust Money.    


        Subject
to the provisions of Section 10.2(e), all money deposited with the Trustee pursuant to  Section 4.1 shall be held in trust and applied by the
Trustee, in accordance with the provisions of the Securities and this Indenture, to the
payment in accordance with Section 3.1, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest (including any Additional Interest) for the payment of which such money or obligations have been
deposited with or received by the Trustee. Moneys held by the Trustee under this Section 4.2 shall not be subject to the claims of holders of
Senior Debt under Article XII. 


23








   ARTICLE V  


 REMEDIES  


        SECTION
5.1.    Events of Default.    



        "Event of Default" means, wherever used herein with respect to the Securities, any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body): 


        (a)   default
in the payment of any interest upon any Security, including any Additional Interest in respect thereof, when it becomes due and payable, and continuance of such
default for a period of thirty (30) days (subject to the deferral of any due date in the case of an Extension Period); or 


        (b)   default
in the payment of the principal of or any premium on any Security at its Maturity; or 


        (c)   default
in the performance, or breach, of any covenant or warranty of the Company in this Indenture and continuance of such default or breach for a period of thirty
(30) days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least twenty five percent (25%) in
aggregate principal amount of the Outstanding Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default"
hereunder; 


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


        (e)   the
institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by the Company to the institution of bankruptcy or insolvency
proceedings against it, or the filing by the Company of a petition or answer or consent seeking reorganization or relief under any applicable Federal or state bankruptcy, insolvency, reorganization or
other similar law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due and its willingness to be adjudicated a bankrupt or insolvent, or the taking of corporate action by the Company in furtherance of any such action; or 


        (f)    the
Trust shall have voluntarily or involuntarily liquidated, dissolved, wound-up its business or otherwise terminated its existence, except in connection
with (1) the distribution of the Securities to holders of the Preferred Securities in liquidation of their interests in the Trust, (2) the redemption of all of the outstanding Preferred
Securities or (3) certain mergers, consolidations or amalgamations, each as and to the extent permitted by the Trust Agreement. 


        SECTION
5.2.    Acceleration of Maturity; Rescission and Annulment.    


        (a)   If
an Event of Default occurs and is continuing, then and in every such case the Trustee or the Holders of not less than twenty five percent (25%) in aggregate principal
amount of the Outstanding Securities may declare the principal amount of all the Securities to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by
Holders), provided, that if, upon an Event of Default, the Trustee or the Holders of not less than twenty five percent (25%) in principal amount of the Outstanding Securities fail to declare the
principal of all the Outstanding Securities to be immediately due and payable, the holders of at least twenty five percent (25%) in aggregate Liquidation Amount of the Preferred Securities then
outstanding shall have the right to make such declaration by a notice in writing to the Property Trustee, the Company and the Trustee; and upon any such declaration the principal amount of and the
accrued interest (including any Additional Interest) on all the Securities shall become immediately due and payable. 



        (b)   At
any time after such a declaration of acceleration with respect to Securities has been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter provided in 


24







 



this
Article V, the Holders of a majority in aggregate principal amount of the Outstanding Securities, by written notice to the Indenture
Trustee, or the holders of a majority in aggregate Liquidation Amount of the Preferred Securities, by written notice to the Property Trustee, the Company and the Trustee, may rescind and annul such
declaration and its consequences if: 



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



        (A)  all
overdue installments of interest on all Securities, 


        (B)  any
accrued Additional Interest on all Securities, 


        (C)  the
principal of and any premium on any Securities that have become due otherwise than by such declaration of acceleration and interest (including any Additional
Interest) thereon at the rate borne by the Securities, and 


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




        (ii)   all
Events of Default with respect to Securities, other than the non-payment of the principal of Securities that has become due solely by such acceleration,
have been cured or waived as provided in Section 5.13; 




provided, that if the Holders of such Securities fail to annul such declaration and waive such default, the holders of not less than a majority in
aggregate Liquidation Amount of the Preferred Securities then outstanding shall also have the right to rescind and annul such declaration and its consequences by written notice to the Property
Trustee, the Company and the Trustee, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 5.2. No
such rescission shall affect any subsequent default or impair any right consequent thereon. 


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


        (a)   The
Company covenants that if: 



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


        (ii)   default
is made in the payment of the principal of and any premium on any Security at the Maturity thereof, 




the
Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any
premium and interest (including any Additional Interest) and, in addition thereto, all amounts owing the Trustee under Section 6.6. 


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



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


        SECTION
5.4.    Trustee May File Proofs of Claim.    



        In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or similar judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized
hereunder in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby 


25







 



authorized
by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to first pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts owing the Trustee, any predecessor Trustee and other
Persons under Section 6.6. 



        SECTION
5.5.    Trustee May Enforce Claim Without Possession of Securities.    


        All
rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production
thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
subject to Article XII and after provision for the payment of all the amounts owing the Trustee, any predecessor Trustee and other Persons under  Section 6.6, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.
 


        SECTION
5.6.    Application of Money Collected.    


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



        FIRST:
To the payment of all amounts due the Trustee, any predecessor Trustee and other Persons under Section 6.6; 


        SECOND:
To the payment of all Senior Debt of the Company if and to the extent required by Article XII; 


        THIRD:
Subject to Article XII, to the payment of the amounts then due and unpaid upon the Securities for principal and any premium
and interest (including any Additional 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 the Securities for principal and any premium and interest (including any Additional Interest), respectively; and 


        FOURTH:
The balance, if any, to the Person or Persons entitled thereto. 


        SECTION
5.7.    Limitation on Suits.    


        Subject
to Section 5.8, no Holder of any Securities shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture or for the appointment of a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless: 



        (a)   such
Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities; 


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



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


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


        (e)   no
direction inconsistent with such written request has been given to the Trustee during such sixty (60)-day period by the Holders of a majority in aggregate
principal amount of the Outstanding Securities; 




it
being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 


26







 

        SECTION
5.8.    Unconditional Right of Holders to Receive Principal, Premium, if any, and Interest;
Direct Action by Holders of Preferred Securities.    


        Notwithstanding
any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and
any premium on such Security at its Maturity and payment of interest (including any Additional Interest) on such Security when due and payable and to institute suit for the enforcement of any such
payment, and such right shall not be impaired without the consent of such Holder. Any registered holder of the Preferred Securities shall have the right, upon the occurrence of an Event of Default
described in Section 5.1(a) or Section 5.1(b), to institute a suit directly against the
Company for enforcement of payment to such holder of principal of and any premium and interest (including any Additional Interest) on the Securities having a principal amount equal to the aggregate
Liquidation Amount of the Preferred Securities held by such holder. 


        SECTION
5.9.    Restoration of Rights and Remedies.    



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



        SECTION
5.10.    Rights and Remedies Cumulative.    


        Except
as otherwise provided in Section 3.6(f), no right or remedy herein conferred upon or reserved to the Trustee or the Holders
is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy. 


        SECTION
5.11.    Delay or Omission Not Waiver.    


        No
delay or omission of the Trustee, any Holder of any Securities or any holder of any Preferred Security to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this  Article V or by law to the Trustee or to the Holders
and the right and remedy given to the holders of Preferred Securities by  Section 5.8 may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Holders or the
holders of Preferred
Securities, as the case may be. 


        SECTION
5.12.    Control by Holders.    


        The
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities (or, as the case may be, the holders of a majority in aggregate Liquidation Amount of
Preferred Securities) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the
Trustee; provided, that: 


        (a)   such
direction shall not be in conflict with any rule of law or with this Indenture, 


        (b)   the
Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and 


        (c)   subject
to the provisions of Section 6.2, the Trustee shall have the right to decline to follow such direction if
a Responsible Officer or Officers of the Trustee shall, in good faith, reasonably determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such
direction or would involve the Trustee in personal liability. 


27







 



        SECTION
5.13.    Waiver of Past Defaults.    


        (a)   The
Holders of not less than a majority in aggregate principal amount of the Outstanding Securities or the holders of not less than a majority in aggregate Liquidation
Amount of the Preferred Securities may waive any past Event of Default hereunder and its consequences except an Event of Default: 



        (i)    in
the payment of the principal of or any premium or interest (including any Additional Interest) on any Security (unless such Event of Default has been cured and the
Company has paid to or deposited with the Trustee a sum sufficient to pay all installments of interest (including any Additional Interest) due and past due and all principal of and any premium on all
Securities due otherwise than by acceleration), or 


        (ii)   in
respect of a covenant or provision hereof that under Article IX cannot be modified or amended without the
consent of each Holder of any Outstanding Security. 




        (b)   Any
such waiver shall be deemed to be on behalf of the Holders of all the Securities or, in the case of a waiver by holders of Preferred Securities issued by such Trust,
by all holders of Preferred Securities. 


        (c)   Upon
any such waiver, such Event of 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 Event of Default or impair any right consequent thereon. 


        SECTION
5.14. Undertaking for Costs. 


        All
parties to this Indenture agree, and each Holder of any Security by his or her acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and expenses, against any party litigant in
such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this  Section 5.14 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the
aggregate more than ten percent (10%) in aggregate principal amount of the Outstanding Securities, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or any
premium on the Security after the Stated Maturity or any interest (including any Additional Interest) on any Security after it is due and payable. 



        SECTION
5.15.    Waiver of Usury, Stay or Extension Laws.    


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


ARTICLE VI  


 THE TRUSTEE  


        SECTION
6.1.    Corporate Trustee Required.    


        There
shall at all times be a Trustee hereunder with respect to the Securities. The Trustee shall be a corporation organized and doing business under the laws of the United States or of
any state thereof, authorized to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or state authority and
having an office within the United States. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of such supervising or examining authority,
then, for the purposes of this Section 6.1, the combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this  Section 6.1, it shall
resign immediately in the manner and with the effect hereinafter specified in this  Article VI. 


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        SECTION
6.2.    Certain Duties and Responsibilities.    


        Except
during the continuance of an Event of Default: 



        (i)    the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and 


        (ii)   in
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein,
upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; provided, that 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
substantially conform on their face to the requirements of this Indenture. 




        (b)   If
an Event of Default known to the Trustee has occurred and is continuing, the Trustee shall, prior to the receipt of directions, if any, from the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities (or, if applicable, from the holders of at least a majority in aggregate Liquidation Amount of Preferred Securities), exercise such
of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs. 


        (c)   Notwithstanding
the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section 6.2. To the extent that, at law or in equity, the Trustee
has duties and liabilities relating to the Holders, the Trustee shall not be liable to any Holder or any holder of Preferred Securities for the Trustee's good faith reliance on the provisions of this
Indenture. The provisions of this Indenture, to the extent that they restrict the duties and liabilities of the Trustee otherwise existing at law or in equity, are agreed by the Company and the
Holders and the holders of Preferred Securities to replace such other duties and liabilities of the Trustee. 


        (d)   No
provisions of this Indenture shall be construed to relieve the Trustee from liability with respect to matters that are within the authority of the Trustee under this
Indenture for its own negligent action, negligent failure to act or willful misconduct, except that: 



        (i)    the
Trustee shall not be liable for any error or judgment made in good faith by an authorized officer of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts; 


        (ii)   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 at least
a majority in aggregate principal amount of the Outstanding Securities (or, as the case may be, the holders of a majority in aggregate Liquidation Amount of Preferred Securities) relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee under this Indenture; and 



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




        (e)   If
at any time the Trustee hereunder is not the same Person as the Property Trustee under the Trust Agreement: 



        (i)    whenever
a reference is made herein to the dissolution, termination or liquidation of the Trust, the Trustee shall be entitled to assume that no such dissolution,
termination, or liquidation has occurred so long as the Securities are or continue to be registered in the name of such Property Trustee, and the Trustee shall be charged with notice or knowledge of
such dissolution, termination or liquidation only upon written notice thereof given to the Trustee by the Depositor under the Trust Agreement; and 


        (ii)   the
Trustee shall not be charged with notice or knowledge that any Person is a holder of Preferred Securities or Common Securities issued by the Trust or whether any
group of holders of Preferred Securities constitutes any specified percentage of all outstanding Preferred Securities for any purpose under this 



29







 




Indenture,
unless and until the Trustee is furnished with a list of holders by such Property Trustee and the aggregate Liquidation Amount of the Preferred Securities then outstanding. The Trustee may
conclusively rely and shall be protected in relying on such list. 




        (f)    Notwithstanding
Section 1.10, the Trustee shall not, and shall not be deemed to, owe any fiduciary duty to the
holders of any of the Trust Securities issued by the Trust and shall not be liable to any such holder (other than for the willful misconduct or negligence of the Trustee) if the Trustee in good faith
(i) pays over or distributes to a registered Holder of the Securities or to the Company or to any other Person, cash, property or securities to which such holders of such Trust Securities shall
be entitled or (ii) takes any action or omits to take any action at the request of the Holder of such Securities. Nothing in this paragraph shall affect the obligation of any other such Person
to hold such payment for the benefit of, and to pay such amount over to, such holders of Preferred Securities or Common Securities or their representatives. 


        SECTION
6.3.    Notice of Defaults.    



        Within
ninety (90) days after the occurrence of any default actually known to the Trustee, the Trustee shall give the Holders notice of such default unless such default shall have
been cured or waived; provided, that in the case of any default of the character specified in  Section 5.1(c), no such notice to Holders shall be given
until at least thirty (30) days after the occurrence thereof. For the purpose of
this Section 6.3, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default. 



        SECTION
6.4.    Certain Rights of Trustee.    


        Subject
to the provisions of Section 6.2: 


        (a)   the
Trustee may conclusively rely and shall be fully protected in acting or refraining from acting in good faith and in accordance with the terms hereof upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note 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)   if
(i) in performing its duties under this Indenture the Trustee is required to decide between alternative courses of action, (ii) in construing any of the
provisions of this Indenture the Trustee finds ambiguous or inconsistent with any other provisions contained herein or (iii) the Trustee is unsure of the application of any provision of this
Indenture, then, except as to any matter as to which the Holders are entitled to decide under the terms of this Indenture, the Trustee shall deliver a notice to the Company requesting the Company's
written instruction as to the course of action to be taken and the Trustee shall take such action, or refrain from taking such action, as the Trustee shall be instructed in writing to take, or to
refrain from taking, by the Company; provided, that if the Trustee does not receive such instructions from the Company within ten Business Days after it
has delivered such notice or such reasonably shorter period of time set forth in such notice the Trustee may, but shall be under no duty to, take such action, or refrain from taking such action, as
the Trustee shall deem advisable and in the best interests of the Holders, in which event the Trustee shall have no liability except for its own negligence, bad faith or willful misconduct; 


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


        (d)   the
Trustee may consult with counsel (which counsel may be counsel to the Trustee, the Company or any of its Affiliates, and may include any of its employees) and the
advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon; 


        (e)   the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders or any
holder of Preferred Securities pursuant to this Indenture, unless such Holders (or such holders of Preferred Securities) shall have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses (including reasonable attorneys' fees and expenses) and liabilities that might be incurred by it in compliance with such request or direction, including reasonable
advances as may be requested by the Trustee; 


        (f)    the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, indenture, note or other paper or document, but the Trustee in its discretion may make such inquiry or 


30







 



investigation
into such facts or matters as it may see fit, and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney; 


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



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



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


        (j)    without
prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with any
bankruptcy, insolvency or other proceeding referred to in clauses (d) or (e) of the definition of Event of Default, such expenses (including legal fees and expenses of its agents and
counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy laws or law relating to creditors rights generally; 



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


        (l)    the
Trustee shall not be charged with knowledge of any Event of Default unless either (i) a Responsible Officer of the Trustee shall have actual knowledge or
(ii) the Trustee shall have received written notice thereof from the Company or a Holder; and 



        (m)  in
the event that the Trustee is also acting as Paying Agent, Authenticating Agent or Securities Registrar hereunder, the rights and protections afforded to the Trustee
pursuant to this Article VI shall also be afforded such Paying Agent, Authenticating Agent, or Securities Registrar. 


        SECTION
6.5.    May Hold Securities.    


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


        SECTION
6.6.    Compensation; Reimbursement; Indemnity.    



	(a)
	The
Company agrees 





        (i)    to
pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Company and the Trustee shall agree from
time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 


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


        (iii)  to
the fullest extent permitted by applicable law, to indemnify the Trustee and its Affiliates, and their officers, directors, shareholders, agents, representatives
and employees for, and to hold them 




31







 





harmless
against, any loss, damage, liability, tax (other than income, franchise or other taxes imposed on amounts paid pursuant to (i) or (ii) hereof), penalty, expense or claim of any
kind or nature whatsoever incurred without negligence, bad faith or willful misconduct on its part arising out of or in connection with the acceptance or administration of this trust or the
performance of the Trustee's duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers
or duties hereunder. 





        (b)   To
secure the Company's payment obligations in this Section 6.6, the Company hereby grants and pledges to the
Trustee and the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, other than money or property held in trust to pay principal and interest on
particular Securities. Such lien shall survive the satisfaction and discharge of this Indenture or the resignation or removal of the Trustee. 



        (c)   The
obligations of the Company under this Section 6.6 shall survive the satisfaction and discharge of this
Indenture and the earlier resignation or removal of the Trustee. 


        (d)   In
no event shall the Trustee be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost
profits, even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 


        (e)   In
no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including,
but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the
like which delay, restrict or prohibit the providing of the services contemplated by this Indenture. 


        SECTION
6.7.    Resignation and Removal; Appointment of Successor.    


        (a)   No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI
shall become effective until the acceptance of appointment by the successor Trustee under Section 6.8. 



        (b)   The
Trustee may resign at any time by giving written notice thereof to the Company. 


        (c)   Unless
an Event of Default shall have occurred and be continuing, the Trustee may be removed at any time by the Company by a Board Resolution. If an Event of Default
shall have occurred and be continuing, the Trustee may be removed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities, delivered to the Trustee and to the
Company. 


        (d)   If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any reason, at a time when no Event of
Default shall have occurred and be continuing, the Company, by a Board Resolution, shall promptly appoint a successor Trustee, and such successor Trustee and the retiring Trustee shall comply with the
applicable requirements of Section 6.8. If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any reason, at a time when an Event of Default shall have occurred and be continuing, the Holders, by Act of the Holders of a majority in aggregate principal amount of the
Outstanding Securities, shall promptly appoint a successor Trustee, and such successor Trustee and the retiring Trustee shall comply with the applicable requirements of  Section 6.8. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted appointment within sixty
(60) days after the giving of a notice of resignation by the Trustee or the removal of the Trustee in the manner required by Section 6.8,
any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all others similarly situated, and any resigning Trustee may, at the expense of the
Company, petition any court of competent jurisdiction for the appointment of a successor Trustee. 


        (e)   The
Company shall give notice to all Holders in the manner provided in Section 1.6 of each resignation and each
removal of the Trustee and each appointment of a successor Trustee. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 



        SECTION
6.8.    Acceptance of Appointment by Successor.    


        (a)   In
case of the appointment hereunder of a successor Trustee, each 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 


32







 



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)   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 rights, powers and trusts referred to in paragraph (a) of this Section 6.8. 



        (c)   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 VI. 


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


        Any
Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto, provided, that such Person shall be otherwise qualified and eligible
under this Article VI. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by
merger, conversion or consolidation or as otherwise provided above in this Section 6.9 to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated, and in case any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the
name of any predecessor Trustee or in the name of such successor Trustee, and in all cases the certificate of authentication shall have the full force which it is provided anywhere in the Securities
or in this Indenture that the certificate of the Trustee shall have. 


        SECTION
6.10.    Not Responsible for Recitals or Issuance of Securities.    


        The
recitals contained herein and in the Securities, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any
Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of the Securities or the proceeds thereof. 


        SECTION
6.11.    Appointment of Authenticating Agent.    


        (a)   The
Trustee may appoint an Authenticating Agent or Agents with respect to the Securities, which shall be authorized to act on behalf of the Trustee to authenticate
Securities issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, 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. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under
the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority. If such Authenticating Agent publishes reports of condition at least annually pursuant to
law or to the requirements of said supervising or examining authority, then for the purposes of this Section 6.11 the combined capital and
surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section 6.11, such Authenticating Agent shall resign immediately in the
manner and with the effect specified in this Section 6.11. 


        (b)   Any
Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of an Authenticating Agent shall be the
successor Authenticating Agent hereunder, provided such Person shall be otherwise eligible under this Section 6.11, without the execution or
filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 


33







 



        (c)   An
Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an
Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time
such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.11, the Trustee may appoint a successor
Authenticating Agent eligible under the provisions of this Section 6.11, which shall be acceptable to the Company, and shall give notice of such
appointment to all Holders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder,
with like effect as if originally named as an Authenticating Agent. 


        (d)   The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this  Section 6.11 in such amounts as the Company and the Authenticating Agent
shall agree from time to time. 


        (e)   If
an appointment of an Authenticating Agent is made pursuant to this Section 6.11, the Securities may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form: 


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


Dated:




	

 	
 	

JPMORGAN CHASE BANK, N.A., not in its individual

capacity, but solely as Trustee
	

 	
 	

By:	

Authenticating Agent
	

 	
 	

By:	

Authorized signatory




ARTICLE VII  


 HOLDER'S LISTS AND REPORTS BY COMPANY  


        SECTION
7.1.    Company to Furnish Trustee Names and Addresses of Holders.    


        The
Company will furnish or cause to be furnished to the Trustee: 


        (a)   semiannually,
on or before June 30 and December 31 of each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of
the Holders as of a date not more than fifteen (15) days prior to the delivery thereof, and 


        (b)   at
such other times as the Trustee may request in writing, within thirty (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 fifteen (15) days prior to the time such list is furnished, 


in
each case to the extent such information is in the possession or control of the Company and has not otherwise been received by the Trustee in its capacity as Securities Registrar. 



        SECTION
7.2.    Preservation of Information, Communications to Holders.    


        (a)   The
Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the
Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar. The
Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished. 



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


        (c)   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 either
of them shall be held accountable by reason of the disclosure of information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act. 


34







 



        SECTION
7.3.    Reports by Company.    


        (a)   The
Company shall furnish to the Holders and to prospective purchasers of Securities, upon their request, the information required to be furnished pursuant to
Rule 144A(d)(4) under the Securities Act. The Company shall furnish to the Trustee and, so long as the Property Trustee holds any of the Securities, the Company shall furnish to the Property
Trustee, Statutory Financial Statements promptly following their filing with the Applicable Insurance Regulatory Authority. The delivery requirement set
forth in the preceding sentence may be satisfied by compliance with Section 7.3(b) hereof. 


        (b)   The
Company shall furnish to each of (i) the Trustee, (ii) the Holders and to subsequent holders of Securities, (iii) Cohen Bros. Financial
Management LLC, 1818 Market Street, 28th Street, Philadelphia, Pennsylvania 13103), or such other address as designated by Cohen Bros. Financial Management LLC) and (iv) any
beneficial owner of the Securities reasonably identified to the Company (which identification may be made either by such beneficial owner or by Cohen Bros. Financial Management LLC), a duly completed
and executed certificate substantially and substantively in the form attached hereto as Exhibit A, including the financial statements referenced
in such Exhibit, which certificate and financial statements shall be so furnished by the Company not later than forty-five (45) days after the end of each of the first three fiscal
quarters of each fiscal year of the Company and not later than ninety (90) days after the end of each fiscal year of the Company. The delivery requirements under this Section 7.3(b) may
be satisfied by compliance with Section 8.16(b) of the Trust Agreement. 


        (c)   If
the Company intends to file its annual and quarterly information with the Securities and Exchange Commission (the
"Commission") in electronic form pursuant to Regulation S-T of the Commission using the Commission's Electronic Data Gathering,
Analysis and Retrieval ("EDGAR") system, the Company shall notify the Trustee in the manner prescribed herein of each such annual and quarterly filing.
The Trustee is hereby authorized and directed to access the EDGAR system for purposes of retrieving the financial information so filed. Compliance with the foregoing shall constitute delivery by the
Company of its financial statements to the Trustee in compliance with the provisions of Section 314(a) of the Trust Indenture Act, if applicable. The Trustee shall have no duty to search for or
obtain any electronic or other filings that the Company makes with the Commission, regardless of whether such filings are periodic, supplemental or otherwise. Delivery of reports, information and
documents to the Trustee pursuant to this Section 7.3(c) shall be solely for purposes of compliance with this  Section 7.3(c) and, if applicable,
with Section 314(a) of the Trust Indenture Act. The Trustee's receipt of such reports, information and
documents shall not constitute notice to it of the content thereof or any matter determinable from the content thereof, including the Company's compliance with any of its covenants hereunder, as to
which the Trustee is entitled to rely upon Officers' Certificates. 


35








   ARTICLE VIII  


 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE  


        SECTION
8.1.    Company May Consolidate, Etc., Only on Certain Terms.    



        The
Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person
shall consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: 



        (a)   if
the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the
entity formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Company substantially as
an entirety shall be an entity organized and existing under the laws of the United States of America or any State or Territory thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest
(including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company to be performed or observed; 


        (b)   immediately
after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of
Default, shall have happened and be continuing; and 


        (c)   the
Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease
and, if a supplemental indenture is required in connection with such transaction, any such supplemental indenture comply with this Article VIII
and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee may rely upon such Officers' Certificate and Opinion of Counsel as
conclusive evidence that such transaction complies with this Section 8.1. 




        SECTION
8.2.    Successor Company Substituted.    



        (a)   Upon
any consolidation or merger by the Company with or into any other Person, or any conveyance, transfer or lease by the Company of its properties and assets
substantially as an entirety to any Person in accordance with Section 8.1 and the execution and delivery to the Trustee of the supplemental
indenture described in Section 8.1(a), the successor entity formed by such consolidation or into which the Company is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein; and in the event of any such conveyance or transfer, following the execution and delivery of such supplemental indenture, the Company shall be discharged
from all obligations and covenants under the Indenture and the Securities. 


        (b)   Such
successor Person may cause to be executed, and may issue either in its own name or in the name of the Company, any or all of the Securities issuable hereunder that
theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Company to the
Trustee for authentication, and any Securities that such successor Person thereafter shall cause to be executed and delivered to the Trustee on its behalf. All the Securities so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture. 


        (c)   In
case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may
be appropriate to reflect such occurrence. 



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ARTICLE IX  


 SUPPLEMENTAL INDENTURES  


        SECTION
9.1.    Supplemental Indentures without Consent of Holders.    



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



        (a)   to
evidence the succession of another Person to the Company, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or 


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


        (c)   to
add to the covenants, restrictions or obligations of the Company or to add to the Events of Default, provided, that
such action pursuant to this clause (c) shall not adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities; or 


        (d)   to
modify, eliminate or add to any provisions of the Indenture or the Securities to such extent as shall be necessary to ensure that the Securities are treated as
indebtedness of the Company for United States Federal income tax purposes, provided, that such action pursuant to this clause (d) shall not
adversely affect in any material respect the interests of any Holders or the holders of the Preferred Securities. 




        SECTION
9.2.    Supplemental Indentures with Consent of Holders.    



        (a)   With
the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities, by Act of said Holders delivered to the Company
and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities under this Indenture;  provided, that no such
supplemental indenture shall, without the consent of the Holder of each Outstanding Security,
 



          (i)  change
the Stated Maturity of the principal or any premium of any Security or change the date of payment of any installment of interest (including any Additional
Interest) on any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof or change the place of payment where, or the coin
or currency in which, any Security or interest thereon is payable, or restrict or impair the right to institute suit for the enforcement of any such payment on or after such date, or 


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


        (iii)  modify
any of the provisions of this Section 9.2,  Section 5.13 or Section 10.7, except to increase
any percentage in aggregate principal
amount of the Outstanding Securities, the consent of whose Holders is required for any reason, or to provide that certain other provisions of this Indenture cannot be modified or waived without the
consent of the Holder of each Security; 





provided, further, that, so long as any Preferred Securities remain outstanding, no amendment under this  Section 9.2 shall be effective until the holders of a majority in Liquidation Amount of the Preferred Securities shall have consented to such
amendment; provided, further, that if the consent of the Holder of each Outstanding Security is required
for any amendment under this Indenture, such amendment shall not be effective until the holder of each Outstanding Preferred Security shall have consented to such amendment. 



        (b)   It
shall not be necessary for any Act of Holders under this Section 9.2 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 



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        SECTION
9.3.    Execution of Supplemental Indentures.    



        In
executing or accepting the additional trusts created by any supplemental indenture permitted by this Article IX or the
modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and shall be fully protected in conclusively relying upon, an Officers' Certificate and an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent herein provided for relating to such action
have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee's own rights, duties, indemnities or immunities under this
Indenture or otherwise. Copies of the final form of each supplemental indenture shall be delivered by the Trustee at the expense of the Company to each Holder, and, if the Trustee is the Property
Trustee, to each holder of Preferred Securities, promptly after the execution thereof. 


        SECTION
9.4.    Effect of Supplemental Indentures.    


        Upon
the execution of any supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith,
and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities and every holder of Preferred Securities theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. 


        SECTION
9.5.    Reference in Securities to Supplemental Indentures.    


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


ARTICLE X  


 COVENANTS  


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


        The
Company covenants and agrees for the benefit of the Holders of the Securities that it will duly and punctually pay the principal of and any premium and interest (including any
Additional Interest) on the Securities in accordance with the terms of the Securities and this Indenture. As of the date of this Indenture, the Company represents that it has no present intention to
exercise its right under Section 2.11 to defer payments of interest on the Securities. 


        SECTION
10.2.    Money for Security Payments to be Held in Trust.    



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


        (b)   Whenever
the Company shall have one or more Paying Agents, it will, prior to 10:00 a.m., New York City time, on each due date of the principal of or any premium
or interest (including any Additional Interest) on any Securities, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided in the Trust Indenture Act and
(unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. 


        (c)   The
Company will cause each Paying Agent for the Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall
agree with the Trustee, subject to the provisions of this Section 10.2, that such Paying Agent will (i) comply with the provisions of this
Indenture and the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities) in the making
of any payment in respect of the Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities. 



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        (d)   The
Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any
Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts 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. 


        (e)   Any
money deposited with the Trustee or any Paying Agent, or then held by the Company in trust for the payment of the principal of and any premium or interest (including
any Additional Interest) on any Security and remaining unclaimed for two years after such principal and any premium or interest has become due and payable shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company, or (if then held by the Company) shall (unless otherwise required by mandatory
provision of applicable escheat or abandoned or unclaimed property law) 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, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Company. 




        SECTION
10.3.    Statement as to Compliance.    


        The
Company shall deliver to the Trustee, within one hundred and twenty (120) days after the end of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate covering the preceding calendar year, stating whether or not to the knowledge of the signers thereof the Company is in default in the performance or 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. The delivery requirements of this Section 10.3 may be satisfied by compliance with Section 8.16(a) of the Trust
Agreement. 


        SECTION
10.4.    Calculation Agent.    



        (a)   The
Company hereby agrees that for so long as any of the Securities remain Outstanding, there will at all times be an agent appointed to calculate LIBOR in respect of
each Interest Payment Date in accordance with the terms of Schedule A (the "Calculation Agent").
The Company has initially appointed the Property Trustee as Calculation Agent for purposes of determining LIBOR for each Interest Payment Date. The Calculation Agent may be removed by the Company at
any time. So long as the Property Trustee holds any of the Securities, the Calculation Agent shall be the Property Trustee, except as described in the immediately preceding sentence. If the
Calculation Agent is unable or unwilling to act as such or is removed by the Company, the Company will promptly appoint as a replacement Calculation Agent the London office of a leading bank which is
engaged in transactions in Eurodollar deposits in the international Eurodollar market and which does not control or is not controlled by or under common control with the Company or its Affiliates. The
Calculation Agent may not resign its duties without a successor having been duly appointed. 


        (b)   The
Calculation Agent shall be required to agree that, as soon as possible after 11:00 a.m. (London time) on each LIBOR Determination Date (as defined in  Schedule A), but in no event later than
11:00 a.m. (London time) on the Business Day immediately following each LIBOR Determination Date,
the Calculation Agent will calculate the interest rate (the Interest Payment shall be rounded to the nearest cent, with half a cent being rounded upwards) for the related Interest Payment Date, and
will communicate such rate and amount to the Company, the Trustee, each Paying Agent and the Depositary. The Calculation Agent will also specify to the Company the quotations upon which the foregoing
rates and amounts are based and, in any event, the Calculation Agent shall notify the Company before 5:00 p.m. (London time) on each LIBOR Determination Date that either: (i) it has
determined or is in the process of determining the foregoing rates and amounts or (ii) it has not determined and is not in the process of determining the foregoing rates and amounts, together
with its reasons therefor. The Calculation Agent's determination of the foregoing rates and amounts for any Interest Payment Date will (in the absence of manifest error) be final and binding upon all 



39







 




parties.
For the sole purpose of calculating the interest rate for the Securities, "Business Day" shall be defined as any day on which dealings in deposits in Dollars are transacted in the London
interbank market. 




        SECTION
10.5.    Additional Tax Sums.    


        So
long as no Event of Default has occurred and is continuing, if (a) the Trust is the Holder of all of the Outstanding Securities and (b) a Tax Event described in
clause (i) or (iii) in the definition of Tax Event in Section 1.1 hereof has occurred and is continuing, the Company shall pay to
the Trust (and its permitted successors or assigns under the related Trust Agreement) for so long as the Trust (or its permitted successor or assignee) is the registered holder of the Outstanding
Securities, such amounts as may be necessary in order that the amount of Distributions (including any Additional Interest Amount (as defined in the Trust Agreement)) then due and payable by the Trust
on the Preferred Securities and Common Securities that at any time remain outstanding in accordance with the terms thereof shall not be reduced as a result of any Additional Taxes arising from such
Tax Event (additional such amounts payable by the Company to the Trust, the "Additional Tax Sums"). Whenever in this Indenture or the Securities there
is a reference in any context to the payment of principal of or interest on the Securities, such mention shall be deemed to include mention of the payments of the Additional Tax Sums provided for in
this Section 10.5 to the extent that, in such context, Additional Tax Sums are, were or would be payable in respect thereof pursuant to the
provisions of this Section 10.5 and express mention of the payment of Additional Tax Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Tax Sums in those provisions hereof where such express mention is not made; provided, that the deferral of the payment
of interest pursuant to Section 3.9 on the Securities shall not defer the payment of any Additional Tax Sums that may be due and payable. 



        SECTION
10.6.    Additional Covenants.    



        (a)   The
Company covenants and agrees with each Holder of Securities that if an Event of Default shall have occurred and be continuing or the Company shall have given notice
of its election to begin an Extension Period with respect to the Securities or such Extension Period, or any extension thereof, shall be continuing, it shall not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, or (ii) make any payment of principal of or
any interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu in all respects with or
junior in interest to the Securities (other than (A) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit
plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase
plan or in connection with
the issuance of capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable
Extension Period, (B) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or
series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (C) the purchase of fractional interests in
shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (D) any declaration of a dividend in
connection with any Rights Plan, the issuance of rights, stock or other property under any Rights Plan or the redemption or repurchase of rights pursuant thereto or (E) any dividend in the form
of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is
being paid or ranks pari passu with or junior to such stock). 



        (b)   The
Company also covenants with each Holder of Securities (i) to hold, directly or indirectly, one hundred percent (100%) of the Common Securities of the Trust,  provided, that any permitted successor
of the Company hereunder may succeed to the Company's ownership of such Common Securities, (ii) as holder
of such Common Securities, not to voluntarily dissolve, wind-up or liquidate the Trust other than (A) in connection with a distribution of the Securities to the holders of the
Preferred Securities in liquidation of the Trust or (B) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement and (iii) to use its
reasonable commercial efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Trust to continue to be taxable as a grantor trust and not as a corporation for United
States Federal income tax purposes. 



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        SECTION
10.7.    Waiver of Covenants.    



        The
Company may omit in any particular instance to comply with any covenant or condition contained in Section 10.6 if, before or
after the time for such compliance, the Holders of at least a majority in aggregate principal amount of the Outstanding Securities shall, by Act of such Holders, and at least a majority of the
aggregate Liquidation Amount of the Preferred Securities then outstanding, by consent of such holders, either waive such compliance in such instance or generally waive compliance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Company in respect of any such covenant or condition shall remain in full force and effect. 


        SECTION
10.8.    Treatment of Securities.    


        The
Company will treat the Securities as indebtedness, and the amounts, other than payments of principal, payable in respect of the principal amount of such Securities as interest, for
all U.S. federal income tax purposes. All payments in respect of the Securities will be made free and clear of U.S. withholding tax to any beneficial owner thereof that has provided an Internal
Revenue Service Form W-9 or W-8BEN (or any substitute or successor form) establishing its U.S. or non-U.S. status for U.S. federal income tax purposes, or
any other applicable form establishing a complete exemption from U.S. withholding tax. 


ARTICLE XI  


 REDEMPTION OF SECURITIES  


        SECTION
11.1.    Optional Redemption.    



        The
Company may, at its option, on any Interest Payment Date, on or after December 15, 2009, redeem the Securities in whole at any time or in part from time to time, at a
Redemption Price equal to one hundred percent (100%) of the principal amount thereof (or of the redeemed portion thereof, as applicable), together, in the case of any such redemption, with accrued
interest, including any Additional Interest, through but excluding the date fixed as the Redemption Date (the "Optional Redemption Price"); provided,
that the Company shall have received the prior approval of any Applicable Insurance Regulatory Authorities with respect to such redemption if then required. 



        SECTION
11.2.    Special Event Redemption.    


        Prior
to December 15, 2009, upon the occurrence and during the continuation of a Special Event, the Company may, at its option, redeem the Securities, in whole but not in part, at
a Redemption Price equal to one hundred seven and one half percent (107.5%) of the principal amount thereof, together, in the case of any such redemption, with accrued interest, including any
Additional Interest, through but excluding the date fixed as the Redemption Date (the "Special Redemption Price"), provided, that the Company shall have
received the prior approval of any Applicable Insurance Regulatory Authority with respect to such redemption if then required. 


        SECTION
11.3.    Election to Redeem; Notice to Trustee.    


        The
election of the Company to redeem any Securities, in whole or in part, shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the
Company, the Company shall, not less than forty-five (45) days and not more than seventy-five (75) days prior to the Redemption Date (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee and the Property Trustee under the Trust Agreement in writing of such date and of the principal amount of the Securities to be redeemed and
provide the additional information required to be included in the notice or notices contemplated by Section 11.5. In the case of any redemption
of Securities, in whole or in part, (a) prior to the expiration of any restriction on such redemption provided in this Indenture or the Securities or (b) pursuant to an election of the
Company which is subject to a condition specified in this Indenture or the Securities, the Company shall furnish the Trustee with an Officers' Certificate and an Opinion of Counsel evidencing
compliance with such restriction or condition. 


        SECTION
11.4.    Selection of Securities to be Redeemed.    



        (a)   If
less than all the Securities are to be redeemed, the particular Securities to be redeemed shall be selected and redeemed on a pro rata basis not more than sixty
(60) days prior to the Redemption Date by the Trustee from the Outstanding Securities not previously called for redemption, provided, that the
unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 



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        (b)   The
Trustee shall promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Securities selected for partial redemption,
the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the
case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security that has been or is to be redeemed. 


        (c)   The
provisions of paragraphs (a) and (b) of this Section 11.4 shall not apply with respect to any
redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of
the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. 




        SECTION
11.5.    Notice of Redemption.    



        (a)   Notice
of redemption shall be given not later than the thirtieth (30th) day, and not earlier than the sixtieth (60th) day, prior to the
Redemption Date to each Holder of Securities to be redeemed, in whole or in part, (unless a shorter notice shall be satisfactory to the Property Trustee under the related Trust Agreement). 


        (b)   With
respect to Securities to be redeemed, in whole or in part, each notice of redemption shall state: 



          (i)  the
Redemption Date; 


         (ii)  the
Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price, as
calculated by the Company, together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the fifth Business Day prior to the Redemption Date (and if an
estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated); 


        (iii)  if
less than all Outstanding Securities are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the
particular Securities to be redeemed; 


        (iv)  that
on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion thereof, and that any interest (including any
Additional Interest) on such Security or such portion, as the case may be, shall cease to accrue on and after said date; and 


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




        (c)   Notice
of redemption of Securities to be redeemed, in whole or in part, at the election of the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable. The notice if mailed in the manner provided above shall be conclusively presumed to have been duly given, whether or not
the Holder receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security. 




        SECTION
11.6.    Deposit of Redemption Price.    


        Prior
to 10:00 a.m., New York City time, on the Redemption Date specified in the notice of redemption given as provided in  Section 11.5, the Company will deposit with the Trustee or with one or more
Paying Agents (or if the Company is acting as its own Paying Agent,
the Company will segregate and hold in trust as provided in Section 10.2) an amount of money sufficient to pay the Redemption Price of, and any
accrued interest (including any Additional Interest) on, all the Securities (or portions thereof) that are to be redeemed on that date. 


        SECTION
11.7.    Payment of Securities Called for Redemption.    



        (a)   If
any notice of redemption has been given as provided in Section 11.5, the Securities or portion of Securities
with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable Redemption Price, together with accrued
interest (including any Additional Interest) to the Redemption Date. On presentation and surrender of such Securities at a Place of Payment specified in such notice, the Securities or the specified
portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price, together with accrued interest (including any Additional Interest) to the Redemption Date. 



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        (b)   Upon
presentation of any Security redeemed in part only, the Company shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense
of the Company, a new Security or Securities, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Security so presented and having the same Original Issue
Date, Stated Maturity and terms. 


        (c)   If
any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal of and any premium on such Security shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the Security. 



ARTICLE XII  


 SUBORDINATION OF SECURITIES  


        Section 12.1.    Securities Subordinate to Senior Debt.    



        The
Company covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in
this Article XII, the payment of the principal of and any premium and interest (including any Additional Interest) on each and all of the
Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt. 


        SECTION
12.2.    No Payment When Senior Debt in Default; Payment Over of Proceeds Upon Dissolution, Etc.    



        (a)   In
the event and during the continuation of any default by the Company in the payment of any principal of or any premium or interest on any Senior Debt (following any
grace period, if applicable) when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of
such default to the Company by the holders of such Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or
indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of or any premium or interest (including any
Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities. 


        (b)   In
the event of a bankruptcy, insolvency or other proceeding described in clause (d) or (e) of the definition of Event of Default (each such event, if any,
herein sometimes referred to as a "Proceeding"), all Senior Debt (including any interest thereon accruing after the commencement of any such
proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any
payment or distribution, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or readjustment the payment of
which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Debt at the time
outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Securities shall be paid or delivered directly to the holders of Senior Debt in accordance with the priorities then existing among such holders until all Senior Debt
(including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full. 



        (c)   In
the event of any Proceeding, after payment in full of all sums owing with respect to Senior Debt, the Holders of the Securities, together with the holders of any
obligations of the Company ranking on a parity with the Securities, shall be entitled to be paid from the remaining assets of the Company the amounts at the time due and owing on account of unpaid
principal of and any premium and interest (including any Additional Interest) on the Securities and such other obligations before any payment or other distribution, whether in cash, property or
otherwise, shall be made on account of any capital stock or any obligations of the Company ranking junior to the Securities and such other obligations. If, notwithstanding the foregoing, any payment
or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Company or any other entity provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all
Senior Debt at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment) shall be received by the Trustee or any Holder in
contravention of any of the terms hereof and before all Senior Debt shall have been paid in full, such payment or distribution or security shall be received 



43







 




in
trust for the benefit of, and shall be paid over or delivered and transferred to, the holders of the Senior Debt at the time outstanding in accordance with the priorities then existing among such
holders for application to the payment of all Senior Debt remaining unpaid, to the extent necessary to pay all such Senior Debt (including any interest thereon accruing after the commencement of any
Proceeding) in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt is hereby irrevocably
authorized to endorse or assign the same. 


        (d)   The
Trustee and the Holders, at the expense of the Company, shall take such reasonable action (including the delivery of this Indenture to an agent for any holders of
Senior Debt or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Debt at
the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. 


        (e)   The
provisions of this Section 12.2 shall not impair any rights, interests, remedies or powers of any secured
creditor of the Company in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture. 


        (f)    The
securing of any obligations of the Company, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent
such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities. 




        SECTION
12.3.    Payment Permitted If No Default.    


        Nothing
contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the
Company, at any time, except during the pendency of the conditions described in paragraph (a) of Section 12.2 or of any Proceeding
referred to in Section 12.2, from making payments at any time of principal of and any premium or interest (including any Additional Interest) on
the Securities or (b) the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of and any premium or interest (including any
Additional Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge (in accordance with  Section 12.8) that such payment would have been prohibited by the provisions of this  Article XII, except as provided in Section 12.8. 


        SECTION
12.4.    Subrogation to Rights of Holders of Senior Debt.    



        Subject
to the payment in full of all amounts due or to become due on all Senior Debt, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory
to the holders of Senior Debt, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of
this Article XII (equally and ratably with the holders of all indebtedness of the Company that by its express terms is subordinated to Senior
Debt of the Company to substantially the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made
to holders of such Senior Debt) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the
principal of and any premium and interest (including any Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of
the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this  Article XII, and no payments made
pursuant to the provisions of this Article XII to the
holders of Senior Debt by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Debt, and the Holders of the Securities, be deemed to be a
payment or distribution by the Company to or on account of the Senior Debt. 


        SECTION
12.5.    Provisions Solely to Define Relative Rights.    


        The
provisions of this Article XII are and are intended solely for the purpose of defining the relative rights of the Holders of
the Securities on the one hand and the holders of Senior Debt on the other hand. Nothing contained in this Article XII or elsewhere in this
Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders of the Securities, the obligations of the Company, which are absolute and
unconditional, to pay to the Holders of the Securities the principal of and any premium and interest (including any Additional Interest) on the Securities as and when the same shall become due and
payable in accordance with their terms, (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to
the holders of Senior Debt or (c) prevent the 


44







 



Trustee
or the Holder of any Security (or to the extent expressly provided herein, the holder of any Preferred Security) from exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article XII of the holders
of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 


        SECTION
12.6.    Trustee to Effectuate Subordination.    



        Each
Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination provided in this Article XII and appoints the Trustee his or her attorney-in-fact for any
and all such purposes. 


        SECTION
12.7.    No Waiver of Subordination Provisions.    



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


        (b)   Without
in any way limiting the generality of paragraph (a) of this Section 12.7, the holders of Senior
Debt may, at any time and from to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to such Holders of the Securities and without
impairing or releasing the subordination provided in this Article XII or the obligations hereunder of such Holders of the Securities to the
holders of Senior Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or otherwise
amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding, (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Senior Debt, (iii) release any Person liable in any manner for the payment of Senior Debt and (iv) exercise or refrain from
exercising any rights against the Company and any other Person. 




        SECTION
12.8.    Notice to Trustee.    



        (a)   The
Company shall give prompt written notice to a Responsible Officer of the Trustee of any fact known to the Company that would prohibit the making of any payment to or
by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article XII or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until a
Responsible Officer of the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or from any trustee, agent or representative therefor;  provided, that if the
Trustee shall not have received the notice provided for in this  Section 12.8 at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any
purpose
(including, the payment of the principal of and any premium on or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be
received by it within two Business Days prior to such date. 


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



45







 





        SECTION
12.9.    Reliance on Judicial Order or Certificate of Liquidating Agent.    


        Upon
any payment or distribution of assets of the Company referred to in this Article XII, the Trustee and the Holders of the
Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of
Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XII.  



        SECTION 12.10.    Trustee Not Fiduciary for Holders of Senior Debt.    


        The
Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if
it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Debt shall be
entitled by virtue of this Article XII or otherwise. 



        SECTION
12.11.    Rights of Trustee as Holder of Senior Debt; Preservation of Trustee's Rights.    


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


        SECTION
12.12.    Article Applicable to Paying Agents.    



        If
at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term
"Trustee" as used in this Article XII shall in such case (unless the context otherwise requires)
be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this  Article XII in addition to or in
place of the Trustee; provided, that  Sections 12.8 and 12.11 shall not apply to the Company or any Affiliate
of the Company if the Company or
such Affiliate acts as Paying Agent. 


*
* * * 


        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. 


46







 

        IN
WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. 



	

 	
 	

AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY
	

 	
 	

By:	
 	

/s/  DEBRA RICHARDSON      

	 	 	 	 	Name:	 	Debra Richardson
	 	 	 	 	Title:	 	Secretary and Senior Vice President
	

 	
 	

JPMORGAN CHASE BANK, N.A., as Trustee
	

 	
 	

By:	
 	

/s/  MARIA D. CALZADO      

	 	 	 	 	Name:	 	Maria D. Calzado
	 	 	 	 	Title:	 	Vice President




47








  



 
 

Schedule A    
    


DETERMINATION OF LIBOR  


        With respect to the Securities, the London interbank offered rate ("LIBOR") shall be determined by the Calculation
Agent in accordance with the following provisions (in each case rounded to the nearest .000001%): 



        (1)   On
the second LIBOR Business Day (as defined below) prior to an Interest Payment Date (except with respect to the first interest payment period, such date shall be
December 20, 2004 (each such day, a "LIBOR Determination Date"), LIBOR for any given security shall for the following interest payment period
equal the rate, as obtained by the Calculation Agent from Bloomberg Financial Markets Commodities News, for three-month Eurodollar deposits that appears on Dow Jones Telerate Page 3750 (as defined in
the International Swaps and Derivatives Association, Inc. 1991 Interest Rate and Currency Exchange Definitions), or such other page as may replace such Page 3750, as of 11:00 a.m.
(London time) on such LIBOR Determination Date. 


        (2)   If,
on any LIBOR Determination Date, such rate does not appear on Dow Jones Telerate Page 3750 or such other page as may replace such Page 3750, the Calculation Agent
shall determine the arithmetic mean of the offered quotations of the Reference Banks (as defined below) to leading banks in the London interbank market for three-month Eurodollar deposits in an amount
determined by the Calculation Agent by reference to requests for quotations as of approximately 11:00 a.m. (London time) on the LIBOR Determination Date made by the Calculation Agent to the
Reference Banks. If, on any LIBOR Determination Date, at least two of the Reference Banks provide such quotations, LIBOR shall equal such arithmetic mean of such quotations. If, on any LIBOR
Determination Date, only one or none of the Reference Banks provide such quotations, LIBOR shall be deemed to be the arithmetic mean of the offered quotations that leading banks in the City of New
York selected by the Calculation Agent are quoting on the relevant LIBOR Determination Date for three-month Eurodollar deposits in an amount determined by the Calculation Agent by reference to the
principal London offices of leading banks in the London interbank market; provided that, if the Calculation Agent is required but is unable to determine
a rate in accordance with at least one of the procedures provided above, LIBOR shall be LIBOR as determined on the previous LIBOR Determination Date. 


        (3)   As
used herein: "Reference Banks" means four major banks in the London interbank market selected by the Calculation
Agent; and "LIBOR Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency
deposits) in London. 



Schedule A-1







 
Form of Officer's Financial Certificate  


        The
undersigned, the [Chief Financial Officer/Treasurer/Assistant Treasurer/ Secretary/ Assistant Secretary, Chairman/Vice Chairman/Chief Executive Officer/President/Vice
President] hereby certifies, pursuant to Section 7.3(b) of the Junior Subordinated Indenture, dated as of December 22, 2004 (the "Indenture"), among American Equity
Investment Life Holding Company (the "Company") and JPMorgan Chase Bank, N.A., as trustee, that, as of
[                        ], 2004, the Company, if applicable, and its
Subsidiary Insurance Companies (as defined below) had the following ratios and balances: 


For
the Company, if applicable, and each Subsidiary Insurance Company (as defined below) provide: 


[INSURANCE
COMPANY]

As of [Quarterly/Annual Financial Date], 20            



	NAIC Risk Based Capital Ratio (authorized control level)	 	 	            	%
	

Total Policyholders' Surplus	
 	
$	

            	
 
	

Consolidated Debt to Total Policyholders' Surplus	
 	
 	

            	
%
	

Total Assets	
 	
$	

            	
 
	

NAIC Class 1 & 2 Rated Investments to Total Fixed Income Investments	
 	
 	

            	
%
	

NAIC Class 1 & 2 Rated Investments to Total Investments	
 	
 	

            	
%
	

Return on Policyholders' Surplus	
 	
 	

            	
%
	
[For Property & Casualty Companies, also provide:]	
 	
 	

 	
 
	

Expense Ratio	
 	
 	

            	
%
	

Loss and LAE Ratio	
 	
 	

            	
%
	

Combined Ratio	
 	
 	

            	
%
	

Net Premiums Written (annualized) to Policyholders' Surplus	
 	
 	

            	
%]





	•
	A
table describing the quarterly report calculation procedures is provided on page 3 hereof 




        The
following is a complete list as of [Quarterly/Annual Financial Date] of the Company's companies which are authorized to write insurance business or otherwise
conduct insurance or reinsurance business (the "Subsidiary Insurance Companies"): 


        American
Equity Investment Life Insurance Company 


        American
Equity Investment Life Insurance Company of New York 


[FOR
FISCAL YEAR END: Attached hereto are the audited consolidated financial statements (including the balance sheet, income statement and statement of cash flows, and notes thereto,
together with the report of the independent accountants thereon) of the Company and its consolidated subsidiaries for the three years ended [date], 20    and the
Statutory Financial Statements (as defined in the Indenture) for the one year ended [date] 200            .] 


[FOR
FISCAL QUARTER END: Attached hereto are the unaudited consolidated and consolidating financial statements (including the balance sheet and income statement) of the Company and its
consolidated subsidiaries and the Statutory Financial Statements (as defined in the Indenture) for the fiscal quarter ended [date], 20    .] 


        The
financial statements fairly present in all material respects, in accordance with U.S. generally accepted accounting principles ("GAAP"), the financial position of the Company and its
consolidated subsidiaries, and the results of operations and changes in financial condition as of the date, and for the [quarter] [annual] period ended
[date], 20    , and such financial statements have been prepared in accordance with GAAP consistently applied throughout the period involved (expect as otherwise
noted therein). 


        The
Statutory Financial Statements fairly present in all material respects in accordance with Applicable Accounting Principles, as defined in the Indenture, the financial position of the
subject insurance company and have been prepared in accordance with Applicable Accounting Principles. 


Schedule A-2







 



        IN
WITNESS WHEREOF, the undersigned has executed this Officer's Financial Certificate as of this            day
of                         , 20            
 



	

 	
 	

By:	
 	

 Name:
	

 	
 	

American Equity Investment Life

Holding Company

5000 Westown Parkway, Suite 440

West Des Moines, IA 50266

(515) 457-1824




Schedule A-3







 
Financial Definitions  


INSURANCE COMPANY  



	Report Item
 
	 	Description of Calculation

	NAIC Risk Based Capital Ratio-P&C	 	Total Adjusted Capital/Authorized Control Level Risk-Based Capital
	

NAIC Risk Based Capital Ratio-Life	
 	

(Total Adjusted Capital-Asset Valuation Reserve)/Authorized Control Level Risk-Based Capital
	

Total Capital and Surplus-Life	
 	

Common Capital Stock + Preferred Capital Stock + Aggregate Write-Ins for other than special surplus funds + Surplus Notes + Gross Paid-In and Contributed Surplus + Aggregate Write-Ins for Special Surplus Funds + Unassigned Funds (Surplus)
—Treasury Stock
	

Total Capital and Surplus-P&C	
 	

Aggregate Write-Ins for Special Surplus Funds + Common Capital Stock + Preferred Capital Stock + Aggregate Write Ins for other than special surplus funds + Surplus Notes + Gross Paid-In and Contributed Surplus + Unassigned Funds (Surplus)
—Treasury Stock
	

Total Class 1 & 2 Rated Investments to Total Fixed Income	
 	

(Total Class 1 + Total Class 2 Rated Investments)/Total Fixed Investments Income Investments
	

Total Class 1 & 2 Rated Investments to Total Investments	
 	

(Total Class 1 + Total Class 2 Rated Investments)/Total Investments
	

Total Assets	
 	

Total Assets
	

Return on Policyholders' Surplus	
 	

Net Income/Policyholders' Surplus
	

Expense Ratio	
 	

Other Underwriting Expenses Incurred/Net premiums Earned
	

Loss and LAE Ratio	
 	

(Losses Incurred + Loss Expenses Incurred)/Net Premiums Earned
	

Combined Ratio	
 	

Expense Ratio + Loss and LAE Ratio
	

Net Premiums Written (annualized) to Policyholders' Surplus	
 	

Net Premiums Written/Policyholders' Surplus




Schedule A-4











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Exhibit 4.17


Schedule A