Exhibit
4.8


 




 





FBL Financial Group, Inc.


to


LaSalle Bank National Association


Trustee






 


Indenture


Dated
as of March 12, 2007


 






 


5.875%
Senior Notes due 2017




 



















CROSS-REFERENCE
TABLE


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  310

  	
  (a)(1)

  	
   

  	
  6.9

  
	
   

  	
  (a)(2)

  	
   

  	
  6.9

  
	
   

  	
  (a)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(4)

  	
   

  	
  N.A.

  
	
   

  	
  (a)(5)

  	
   

  	
  6.9

  
	
   

  	
  (b)

  	
   

  	
  6.8

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  311

  	
  (a)

  	
   

  	
  6.13

  
	
   

  	
  (b)

  	
   

  	
  6.13

  
	
   

  	
  (c)

  	
   

  	
  N.A.

  
	
  312

  	
  (a)

  	
   

  	
  7.2

  
	
   

  	
  (b)

  	
   

  	
  7.2

  
	
   

  	
  (c)

  	
   

  	
  7.2

  
	
  313

  	
  (a)

  	
   

  	
  7.3

  
	
   

  	
  (b)(1)

  	
   

  	
  N.A.

  
	
   

  	
  (b)(2)

  	
   

  	
  7.3

  
	
   

  	
  (c)

  	
   

  	
  1.6, 7.3

  
	
   

  	
  (d)

  	
   

  	
  7.3

  
	
  314

  	
  (a)

  	
   

  	
  1.3, 1.6, 7.4

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)(1)

  	
   

  	
  1.3

  
	
   

  	
  (c)(2)

  	
   

  	
  1.3

  
	
   

  	
  (c)(3)

  	
   

  	
  N.A.

  
	
   

  	
  (d)

  	
   

  	
  N.A.

  
	
   

  	
  (e)

  	
   

  	
  1.3

  
	
   

  	
  (f)

  	
   

  	
  N.A.

  
	
  315

  	
  (a)

  	
   

  	
  6.1, 6.3

  
	
   

  	
  (b)

  	
   

  	
  6.2

  
	
   

  	
  (c)

  	
   

  	
  6.1

  
	
   

  	
  (d)

  	
   

  	
  6.1

  
	
   

  	
  (e)

  	
   

  	
  6.1

  
	
  316

  	
  (a)(last sentence)

  	
   

  	
  1.1 (definition
  of

  
	
   

  	
   

  	
   

  	
  “Outstanding”)

  
	
   

  	
  (a)(1)(A)

  	
   

  	
  5.12

  
	
   

  	
  (a)(1)(B)

  	
   

  	
  5.13

  
	
   

  	
  (a)(2)

  	
   

  	
  N.A.

  
	
   

  	
  (b)

  	
   

  	
  5.8

  
	
   

  	
  (c)

  	
   

  	
  1.5

  







Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of the
Indenture.


 



 i
 









 


	
  Trust
  Indenture Act Section

  	
   

  	
  Indenture Section

  
	
   

  	
   

  	
   

  
	
  317

  	
  (a)(1)

  	
   

  	
  5.5

  
	
   

  	
  (a)(2)

  	
   

  	
  5.5

  
	
   

  	
  (b)

  	
   

  	
  10.3

  
	
  318

  	
  (a)

  	
   

  	
  1.8

  
	
   

  	
  (b)

  	
   

  	
  N.A.

  
	
   

  	
  (c)

  	
   

  	
  1.8

  







Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of the
Indenture.



 ii
 









TABLE
OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I.       DEFINITIONS
  AND OTHER PROVISIONS OF GENERAL APPLICATION

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  	
   

  
	
  SECTION 1.2

  	
   

  	
  Incorporation by
  Reference of Trust Indenture Act

  	
   

  	
  9

  	
   

  
	
  SECTION 1.3

  	
   

  	
  Compliance Certificates
  and Opinions

  	
   

  	
  10

  	
   

  
	
  SECTION 1.4

  	
   

  	
  Form of Documents
  Delivered to Trustee

  	
   

  	
  10

  	
   

  
	
  SECTION 1.5

  	
   

  	
  Acts of Holders; Record
  Dates

  	
   

  	
  11

  	
   

  
	
  SECTION 1.6

  	
   

  	
  Notices, Etc., to
  Trustee and Company

  	
   

  	
  12

  	
   

  
	
  SECTION 1.7

  	
   

  	
  Notice to Holders;
  Waiver

  	
   

  	
  12

  	
   

  
	
  SECTION 1.8

  	
   

  	
  Conflict with Trust
  Indenture Act

  	
   

  	
  12

  	
   

  
	
  SECTION 1.9

  	
   

  	
  Effect of Headings and
  Table of Contents

  	
   

  	
  13

  	
   

  
	
  SECTION 1.10

  	
   

  	
  Successors and Assigns

  	
   

  	
  13

  	
   

  
	
  SECTION 1.11

  	
   

  	
  Separability Clause

  	
   

  	
  13

  	
   

  
	
  SECTION 1.12

  	
   

  	
  Benefits of Indenture

  	
   

  	
  13

  	
   

  
	
  SECTION 1.13

  	
   

  	
  Governing Law

  	
   

  	
  13

  	
   

  
	
  SECTION 1.14

  	
   

  	
  Legal Holidays

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II.       SECURITY
  FORMS

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2.1

  	
   

  	
  Forms Generally

  	
   

  	
  13

  	
   

  
	
  SECTION 2.2

  	
   

  	
  Form of Securities

  	
   

  	
  14

  	
   

  
	
  SECTION 2.3

  	
   

  	
  Form of Legend for
  Securities

  	
   

  	
  15

  	
   

  
	
  SECTION 2.4

  	
   

  	
  Form of Trustee’s Certificate
  of Authentication

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III.       THE
  SECURITIES

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3.1

  	
   

  	
  Title and Terms

  	
   

  	
  16

  	
   

  
	
  SECTION 3.2

  	
   

  	
  Denominations

  	
   

  	
  17

  	
   

  
	
  SECTION 3.3

  	
   

  	
  Execution,
  Authentication, Delivery and Dating

  	
   

  	
  17

  	
   

  
	
  SECTION 3.4

  	
   

  	
  Registration, Registration
  of Transfer and Exchange

  	
   

  	
  18

  	
   

  
	
  SECTION 3.5

  	
   

  	
  Mutilated, Destroyed,
  Lost and Stolen Securities

  	
   

  	
  23

  	
   

  
	
  SECTION 3.6

  	
   

  	
  Payment of Interest;
  Interest Rights Preserved

  	
   

  	
  23

  	
   

  
	
  SECTION 3.7

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  25

  	
   

  
	
  SECTION 3.8

  	
   

  	
  Cancellation

  	
   

  	
  25

  	
   

  
	
  SECTION 3.9

  	
   

  	
  Computation of Interest

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







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


 



 iii
 









 


	
  ARTICLE IV.       SATISFACTION
  AND DISCHARGE

  	
   

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4.1

  	
   

  	
  Satisfaction and Discharge
  of Indenture

  	
   

  	
  25

  	
   

  
	
  SECTION 4.2

  	
   

  	
  Application of Trust
  Money

  	
   

  	
  26

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.       REMEDIES

  	
   

  	
  27

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5.1

  	
   

  	
  Events of Default

  	
   

  	
  27

  	
   

  
	
  SECTION 5.2

  	
   

  	
  Acceleration of
  Maturity; Rescission and Annulment

  	
   

  	
  28

  	
   

  
	
  SECTION 5.3

  	
   

  	
  Collection of Indebtedness
  and Suits for Enforcement by Trustee

  	
   

  	
  29

  	
   

  
	
  SECTION 5.4

  	
   

  	
  Trustee May File Proofs
  of Claim

  	
   

  	
  30

  	
   

  
	
  SECTION 5.5

  	
   

  	
  Trustee May Enforce
  Claims Without Possession of Securities

  	
   

  	
  30

  	
   

  
	
  SECTION 5.6

  	
   

  	
  Application of Money
  Collected

  	
   

  	
  30

  	
   

  
	
  SECTION 5.7

  	
   

  	
  Limitation on Suits

  	
   

  	
  31

  	
   

  
	
  SECTION 5.8

  	
   

  	
  Unconditional Right of
  Holders to Receive Principal and Interest

  	
   

  	
  31

  	
   

  
	
  SECTION 5.9

  	
   

  	
  Restoration of Rights
  and Remedies

  	
   

  	
  31

  	
   

  
	
  SECTION 5.10

  	
   

  	
  Rights and Remedies
  Cumulative

  	
   

  	
  32

  	
   

  
	
  SECTION 5.11

  	
   

  	
  Delay or Omission Not
  Waiver

  	
   

  	
  32

  	
   

  
	
  SECTION 5.12

  	
   

  	
  Control by Holders

  	
   

  	
  32

  	
   

  
	
  SECTION 5.13

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  32

  	
   

  
	
  SECTION 5.14

  	
   

  	
  Undertaking for Costs

  	
   

  	
  33

  	
   

  
	
  SECTION 5.15

  	
   

  	
  Waiver of Stay or
  Extension Laws

  	
   

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.       THE
  TRUSTEE

  	
   

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6.1

  	
   

  	
  Certain Duties and Responsibilities

  	
   

  	
  33

  	
   

  
	
  SECTION 6.2

  	
   

  	
  Notice of Defaults

  	
   

  	
  34

  	
   

  
	
  SECTION 6.3

  	
   

  	
  Certain Rights of
  Trustee

  	
   

  	
  34

  	
   

  
	
  SECTION 6.4

  	
   

  	
  Not Responsible for
  Recitals or Issuance of Securities

  	
   

  	
  35

  	
   

  
	
  SECTION 6.5

  	
   

  	
  May Hold Securities

  	
   

  	
  35

  	
   

  
	
  SECTION 6.6

  	
   

  	
  Money Held in Trust

  	
   

  	
  35

  	
   

  
	
  SECTION 6.7

  	
   

  	
  Compensation and
  Reimbursement

  	
   

  	
  35

  	
   

  
	
  SECTION 6.8

  	
   

  	
  Disqualification;
  Conflicting Interests

  	
   

  	
  36

  	
   

  
	
  SECTION 6.9

  	
   

  	
  Corporate Trustee
  Required; Eligibility

  	
   

  	
  36

  	
   

  
	
  SECTION 6.10

  	
   

  	
  Resignation and
  Removal; Appointment of Successor

  	
   

  	
  36

  	
   

  
	
  SECTION 6.11

  	
   

  	
  Acceptance of
  Appointment by Successor

  	
   

  	
  37

  	
   

  
	
  SECTION 6.12

  	
   

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
   

  	
  38

  	
   

  
	
  SECTION 6.13

  	
   

  	
  Preferential Collection
  of Claims Against Company

  	
   

  	
  38

  	
   

  
	
  SECTION 6.14

  	
   

  	
  Appointment of
  Authenticating Agent

  	
   

  	
  38

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of the
Indenture.


 



 iv
 









 


	
  ARTICLE VII.       HOLDERS’
  LISTS AND REPORTS BY TRUSTEE AND COMPANY

  	
   

  	
  40

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7.1

  	
   

  	
  Company to Furnish
  Trustee Names and Addresses of Holders

  	
   

  	
  40

  	
   

  
	
  SECTION 7.2

  	
   

  	
  Preservation of
  Information; Communications to Holders

  	
   

  	
  40

  	
   

  
	
  SECTION 7.3

  	
   

  	
  Reports by Trustee

  	
   

  	
  41

  	
   

  
	
  SECTION 7.4

  	
   

  	
  Reports by Company

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII.       CONSOLIDATION,
  MERGER, CONVEYANCE, TRANSFER OR LEASE

  	
   

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8.1

  	
   

  	
  Company May
  Consolidate, Etc., Only on Certain Terms

  	
   

  	
  41

  	
   

  
	
  SECTION 8.2

  	
   

  	
  Successor Substituted

  	
   

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX.       SUPPLEMENTAL
  INDENTURES

  	
   

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9.1

  	
   

  	
  Supplemental Indentures
  Without Consent of Holders

  	
   

  	
  42

  	
   

  
	
  SECTION 9.2

  	
   

  	
  Supplemental Indentures
  with Consent of Holders

  	
   

  	
  43

  	
   

  
	
  SECTION 9.3

  	
   

  	
  Execution of
  Supplemental Indentures

  	
   

  	
  44

  	
   

  
	
  SECTION 9.4

  	
   

  	
  Effect of Supplemental
  Indentures

  	
   

  	
  44

  	
   

  
	
  SECTION 9.5

  	
   

  	
  Conformity with Trust
  Indenture Act

  	
   

  	
  44

  	
   

  
	
  SECTION 9.6

  	
   

  	
  Reference in Securities
  to Supplemental Indentures

  	
   

  	
  44

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X.       COVENANTS

  	
   

  	
  44

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10.1

  	
   

  	
  Payment of Principal
  and Interest

  	
   

  	
  44

  	
   

  
	
  SECTION 10.2

  	
   

  	
  Maintenance of Office
  or Agency

  	
   

  	
  45

  	
   

  
	
  SECTION 10.3

  	
   

  	
  Money for Security
  Payments to Be Held in Trust

  	
   

  	
  45

  	
   

  
	
  SECTION 10.4

  	
   

  	
  Statement by Officers
  as to Default

  	
   

  	
  46

  	
   

  
	
  SECTION 10.5

  	
   

  	
  Existence

  	
   

  	
  46

  	
   

  
	
  SECTION 10.6

  	
   

  	
  Maintenance of
  Properties

  	
   

  	
  46

  	
   

  
	
  SECTION 10.7

  	
   

  	
  Payment of Taxes and
  Other Claims

  	
   

  	
  47

  	
   

  
	
  SECTION 10.8

  	
   

  	
  Negative Pledge

  	
   

  	
  47

  	
   

  
	
  SECTION 10.9

  	
   

  	
  No Disposition

  	
   

  	
  47

  	
   

  
	
  SECTION 10.10

  	
   

  	
  Rule 144A and Other
  Information

  	
   

  	
  48

  	
   

  
	
  SECTION 10.11

  	
   

  	
  Waiver of Certain
  Covenants

  	
   

  	
  48

  	
   

  
	
  SECTION 10.12

  	
   

  	
  Ability of the Company
  to Hold Securities

  	
   

  	
  49

  	
   

  







Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of the
Indenture.


 



 v
 









 


	
  ARTICLE XI.       REDEMPTION
  OF SECURITIES

  	
   

  	
  49

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11.1

  	
   

  	
  Right of Redemption

  	
   

  	
  49

  	
   

  
	
  SECTION 11.2

  	
   

  	
  Applicability of
  Article

  	
   

  	
  49

  	
   

  
	
  SECTION 11.3

  	
   

  	
  Election to Redeem;
  Notice to Trustee

  	
   

  	
  49

  	
   

  
	
  SECTION 11.4

  	
   

  	
  Selection by Trustee of
  Securities to Be Redeemed

  	
   

  	
  49

  	
   

  
	
  SECTION 11.5

  	
   

  	
  Notice of Redemption

  	
   

  	
  50

  	
   

  
	
  SECTION 11.6

  	
   

  	
  Deposit of Redemption
  Price

  	
   

  	
  50

  	
   

  
	
  SECTION 11.7

  	
   

  	
  Securities Payable on
  Redemption Date

  	
   

  	
  50

  	
   

  
	
  SECTION 11.8

  	
   

  	
  Securities Redeemed in
  Part

  	
   

  	
  51

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII.       DEFEASANCE
  AND COVENANT DEFEASANCE

  	
   

  	
  51

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12.1

  	
   

  	
  Company’s Option to
  Effect Defeasance or Covenant Defeasance

  	
   

  	
  51

  	
   

  
	
  SECTION 12.2

  	
   

  	
  Defeasance and
  Discharge

  	
   

  	
  51

  	
   

  
	
  SECTION 12.3

  	
   

  	
  Covenant Defeasance

  	
   

  	
  52

  	
   

  
	
  SECTION 12.4

  	
   

  	
  Conditions to
  Defeasance or Covenant Defeasance

  	
   

  	
  52

  	
   

  
	
  SECTION 12.5

  	
   

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

  	
   

  	
  54

  	
   

  
	
  SECTION 12.6

  	
   

  	
  Reinstatement

  	
   

  	
  54

  	
   

  
	
  SECTION 12.7

  	
   

  	
  Qualifying Trustee

  	
   

  	
  55

  	
   

  



 


	
  Exhibit A

  	
  – Form of Initial Security

  
	
  Exhibit B

  	
  – Form of Exchange Security or Private Exchange
  Security

  
	
  Exhibit C

  	
  – Form of Transfer Certificate: Rule 144A Global
  Security to Regulation S Global Security

  







Note:  This
Cross-Reference Table shall not, for any purpose, be deemed to be part of the
Indenture.



 vi















INDENTURE, dated
as of March 12, 2007, between FBL Financial Group, Inc., a corporation duly
organized and existing under the laws of the State of Iowa (herein called the “Company”),
having its principal office at 5400 University Avenue, West Des Moines, Iowa
50266, and LaSalle Bank National Association, a National Banking Association
duly organized and existing under the laws of the United State of America, as
Trustee (herein called the “Trustee”).


RECITALS OF THE
COMPANY


The Company has
duly authorized the creation of an issue of its 5.875% Senior Notes due 2017
(herein called the “Initial Securities”) and 5.875% Senior Exchange Notes due
2017 (herein called the “Exchange Securities”; and, collectively with the
Initial Securities, the “Securities”) of substantially the tenor and amount
hereinafter set forth, and to provide therefor the Company has duly authorized
the execution and delivery of this Indenture.


All things
necessary to make the Securities, when executed by the Company and
authenticated and delivered hereunder and duly issued by the Company, the valid
obligations of the Company, and to make this Indenture a valid agreement of the
Company, in accordance with their and its terms, have been done.


NOW, THEREFORE,
THIS INDENTURE WITNESSETH:


For and in
consideration of the premises and the purchase from time to time of the
Securities by the Holders thereof, it is mutually 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:


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


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


(3)           all
accounting terms not otherwise defined herein have the meanings assigned to
them in accordance with generally accepted accounting principles in the United
States, and, except as otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required or
permitted 













hereunder shall mean such accounting principles as are generally
accepted in the United States at the date of such computation;


(4)           the
words “herein”, “hereof’ and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section
or other subdivision; and


(5)           references
to sections of or rules under the Securities Act will be deemed to include
substitute, replacement of successor sections or rules adopted by the Commission
from time to time.


“Act”, when used
with respect to any Holder, has the meaning specified in Section 1.5.


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


“Agent Member”
means any member of, or participant in, the Depositary.


“Applicable
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, Euroclear and Clearstream, in each case to the
extent applicable to such transaction and as in effect from time to time.


“Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to
act on behalf of the Trustee to authenticate Securities.


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


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


“Business Day”
means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions in the State of New York or the State of Illinois
are authorized or obligated by law or executive order to close.


“Broker-Dealer”
has the meaning set forth in the Registration Rights Agreement.


“Clearstream”
means Clearstream Banking, société anonyme, Luxembourg, or any successor
securities clearing agency.



 2
 









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


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


“Company Request”
or “Company Order” means a written request or order signed in the name of the
Company by its Chairman of the Board, its Chief Executive Officer, or its Chief
Financial Officer, and by its Treasurer, its Secretary or its Senior Vice
President and General Counsel, and delivered to the Trustee.


“Corporate Trust
Office” means the office of the Trustee at which at any particular time its
corporate trust business shall be principally administered, which office at the
date hereof is located at 135 South LaSalle Street, Chicago, Illinois 60603.


“Corporation”
means a corporation, association, company, joint-stock company or business or
statutory trust.


“Covenant
Defeasance” has the meaning specified in Section 12.3.


“Defaulted Interest”
has the meaning specified in Section 3.6.


“Defeasance” has
the meaning specified in Section 12.2.


“Definitive
Securities” means physical securities in fully registered form.


“Definitive
Exchange Securities” means Exchange Securities that are physical securities in
fully registered form.


“Depositary”
means, with respect to Securities issuable in whole or in part in the form of
one or more Global Securities, a clearing agency registered under the Exchange
Act that is designated to act as Depositary for the Securities, the initial
such Depositary to be The Depository Trust Company.


“Euroclear” means
Euroclear Bank S.A./N.V., as the operator of the Euroclear System, or any
successor securities clearing agency.


“Event of Default”
has the meaning specified in Section 5.1.


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



 3
 









“Exchange
Securities” means the Securities issued in any Registered Exchange Offer as
permitted by Section 3.4(d) hereof.


“Exchange Offer
Registration Statement” has the meaning set forth in the Registration Rights
Agreement.


“Fair Value” has
the meaning specified in Section 10.9.


“Global Security”
means a Security that evidences all or part of the Securities, registered in
the name of the Depositary or its nominee, and bears the relevant legend(s) set
forth in Section 2.3.


“Holder” means a
Person in whose name a Security is registered in the Security Register.


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


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


“Initial
Securities” means the first $100,000,000 aggregate principal amount of
Securities issued under this Indenture on the date hereof.


“Interest Payment
Date” means the Stated Maturity of an installment of interest on the
Securities.



 4
 









“Letter of
Transmittal” means the letter of transmittal to be prepared by the Company and
sent to all Holders of the Securities for use by such Holders in connection
with the Registered Exchange Offer.


“Lien” means any
mortgage, deed of trust, pledge, lien, security interest or other encumbrance
(including, without limitation, any conditional sale or other title retention
agreement or lease in the nature thereof, any filing or agreement to give a
lien or file a financing statement as a debtor under the Uniform Commercial
Code or any similar statute other than to reflect ownership by a third party of
property under a lease which is not in the nature of a conditional sale or
title retention agreement).


“Life Companies”
has the meaning specified in Section 10.9.


“Maturity”, when
used with respect to a Security, means the date on which the principal of such
Security 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(3) or 5.1(4).


“Officers’
Certificate” means a certificate signed by the Chairman of the Board, the Chief
Executive Officer, or the Chief Financial Officer, and by the Treasurer or the
Senior Vice President, Secretary, and General Counsel of the Company, and
delivered to the Trustee.  One of the
officers signing an Officers’ Certificate given pursuant to Section 10.4 shall
be the principal executive, financial or accounting officer of the Company.


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


“Outstanding”,
when used with respect to Securities, means, as of the date of determination,
all Securities theretofore authenticated and delivered under this Indenture, except:


(i)            Securities
theretofore cancelled 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;


(iii)          Securities
as to which Defeasance has been effected pursuant to Section 12.2; and



 5
 









(iv)          Securities
which have been paid pursuant to Section 3.5 or in exchange for or in lieu of
which other Securities have been authenticated and delivered pursuant to this
Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it that such Securities are
held by a bona fide purchaser in whose hands such Securities are valid
obligations of the Company;


provided,
however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded.  Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so
to act with respect to such Securities and that the pledgee is not the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor.  In connection with
any request, demand, authorization, direction, consent or waiver hereunder, all
Outstanding Securities will vote and consent together on all matters as one
class and none of the Outstanding Securities will have the right to vote or
consent as a class separate from one another on any matter.


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


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


“Predecessor
Security” of any particular Security means every previous Security evidencing
all or a portion of the same debt as that evidenced by such particular
Security; and, for the purposes of this definition, any Security authenticated
and delivered under Section 3.5 in exchange for or 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.


“Private Exchange
Securities” means Exchange Securities issued pursuant to this Indenture in
connection with any Private Exchange (as defined in the Registration Rights
Agreement) effected pursuant to the Registration Rights Agreement.


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


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


“Registered
Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



 6
 









“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of March
12, 2007, among the Company, Citigroup Global Markets Inc. and ABN AMRO
Incorporated, as such agreement may be amended, modified or supplemented from
time to time.


“Regular Record
Date” for the interest payable on any Interest Payment Date means March 1 or
September 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.


“Regulation S”
means Regulation S under the Securities Act (or any successor provision), as it
may be amended from time to time.


“Regulation S
Global Security” has the meaning specified in Section 2.1(b).


“Regulation S
Securities” means all Securities offered and sold as part of its initial
distribution to Persons outside the United States in accordance with Regulation
S under the Securities Act.


“Responsible
Officer”, when used with respect to the Trustee, means any managing director,
any director, any vice president, any assistant vice president, any associate
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.


“Restricted Period”
means, with respect to the Global Securities initially offered and sold in
reliance on Regulation S, the period of 40 consecutive days beginning on and
including the later of (i) the day that the underwriter(s), initial
purchaser(s) or placement agent(s), if any, for the offering of such Global
Securities advises the Company and the Trustee in writing is the day on which
such Global Securities were first offered to persons other than distributors
(as defined in Regulation S) in reliance on Regulation S and (ii) the date such
Global Securities were issued.


“Restricted
Securities” means, collectively, the Rule 144A Global Security and Regulation S
Global Security.


“Restricted
Securities Legend” means the legend(s) substantially in the form of the legend
required in accordance with Section 2.3 to be placed upon each Restricted
Security.


“Restricted
Subsidiary” means a Subsidiary incorporated under the laws of any state of the
United States or of the District of Columbia; provided that no such
Subsidiary shall be a Restricted Subsidiary if (1) the total assets of such
Subsidiary are less than 10% of the total assets of the Company and its
consolidated Subsidiaries (including such Subsidiary), in each case as set
forth on the most recent fiscal year-end balance sheets of such Subsidiary and
the Company, respectively, and determined in accordance with generally accepted
accounting principles in the United States, or (2) in the judgment of the Board
of Directors, as evidenced by a Board Resolution, such Subsidiary is not
material to the financial condition of the Company and its consolidated
Subsidiaries taken as a whole.



 7
 









“Rule 144” means
Rule 144 under the Securities Act (or any successor provision), as it may be
amended from time to time.


“Rule 144A” means
Rule 144A under the Securities Act (or any successor provision), as it may be
amended from time to time.


“Rule 144A Global
Security” has the meaning specified in Section 2.1(c).


“Rule 144A
Information” means such information as is specified pursuant to paragraph
(d)(4) of Rule 144A (or any successor provision thereto), as such provision (or
successor provision) may be amended from time to time.


“Rule 144A
Securities” means Securities offered and sold as part of its initial
distribution in transactions exempt from the registration requirements of the
Securities Act, other than pursuant to Regulation S, to Persons who are “qualified
institutional buyers” pursuant to Rule 144A.


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


“Securities” has
the meaning stated in the first recital of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture.  The Initial Securities and the Exchange
Securities, if any, shall be treated as a single class for all purposes under
this Indenture, and unless the context otherwise requires, all references to
the Securities shall include the Initial Securities and any Exchange
Securities.


“Security Register”
and “Security Registrar” have the respective meanings specified in Section 3.4.


“Shelf
Registration Statement” has the meaning set forth in the Registration Rights
Agreement.


“Special Record
Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee pursuant to Section 3.6.


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


“Subsidiary” means
a corporation more than 50% of the outstanding voting stock 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 the purposes of this definition, “voting
stock” means stock which 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.



 8
 









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


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


“U.S. Government
Obligation” has the meaning specified in Section 12.4.


“U.S. Person” has
the meaning specified in Regulation S.


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


“Unrestricted
Definitive Security” means one or more Definitive Securities that do not bear
and are not required to bear the Restricted Securities Legend.


SECTION 1.2                                                  Incorporation
by Reference of Trust Indenture Act.


Whenever this
Indenture refers to a provision of the Trust Indenture Act, the provision is
incorporated by reference in and made a part of this Indenture.


The following
Trust Indenture Act terms used in this Indenture have the following meanings:


“indenture
securities” means the Securities;


“indenture
security holder” means a Holder of a Security;


“indenture to be
qualified” means this Indenture;


“indenture trustee”
or “institutional trustee” means the Trustee; and


“obligor” on the
Securities means the Company and any successor obligor upon the Securities.


All other terms
used in this Indenture that are defined by the Trust Indenture Act, defined in
the Trust Indenture Act by reference to another statute or defined by
Commission rule under the Trust Indenture Act have the meanings so assigned to
them.



 9
 









SECTION 1.3                                                  Compliance
Certificates and Opinions.


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


Every certificate
or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (other than the Officers’ Certificate required by Section
10.4) shall include:


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


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


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


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


SECTION 1.4                                                  Form
of Documents Delivered to Trustee.


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


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



 10















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


SECTION 1.5                                                  Acts
of Holders; Record Dates.


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


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


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


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


(e)           Any request, demand, authorization,
direction, notice, consent, waiver or other Act of 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, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Security.



 11
 









SECTION 1.6                                                  Notices,
Etc., to Trustee and Company.


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


(1)           the
Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee
at LaSalle Bank National Association, Attention: Corporate Trust
Administration, or


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


SECTION 1.7                                                  Notice
to Holders; Waiver.


Where this
Indenture provides for notice to Holders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage prepaid, to each Holder affected by such event,
at his address as it appears in the Security Register, not later than the
latest date (if any), and not earlier than the earliest date (if any), prescribed
for the giving of such notice.  In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.  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.


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


SECTION 1.8                                                  Conflict
with Trust Indenture Act.


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



 12
 









SECTION 1.9                                                  Effect
of Headings and Table of Contents.


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


SECTION 1.10                                            Successors
and Assigns.


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


SECTION 1.11                                            Separability
Clause.


In case 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.


SECTION 1.12                                            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 hereunder and the Holders of
Securities, any benefit or any legal or equitable right, remedy or claim under
this Indenture.


SECTION 1.13                                            Governing
Law.


This Indenture and
the Securities shall be governed by and construed in accordance with the laws
of the State of New York without regard to principles of conflicts of laws.


SECTION 1.14                                            Legal
Holidays.


In any case where
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 of the Securities) payment of interest or principal need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the Interest Payment Date or Redemption
Date, or at the Stated Maturity, provided that no interest shall accrue
on the payment so deferred for the period from and after such Interest Payment
Date, Redemption Date or Stated Maturity, as the case may be.


ARTICLE II.


SECURITY FORMS


SECTION 2.1                                                  Forms
Generally.


(a)           The Securities and the Trustee’s
certificates of authentication shall be in substantially the forms set forth in
this Article, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have 



 13
 









such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or as
may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.


The definitive
Securities shall be typewritten, printed, lithographed or engraved or produced
by any combination of these methods 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.


(b)           Except as otherwise provided herein,
Regulation S Securities shall be issued in the form of one or more Global
Securities (collectively, the “Regulation S Global Security”) in definitive,
fully registered form, without interest coupons, substantially in the form set
forth in Section 2.2, with such applicable legends as are provided for in
Sections 2.2. and 2.3.  Such Regulation S
Global Security shall be registered in the name of the Depositary or its
nominee and shall be delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instructions, duly executed by the Company and authenticated
by the Trustee as hereinafter provided, for credit to the respective accounts
of owners of beneficial interests in such Security.  The aggregate principal amount of the
Regulation S Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as hereinafter provided.


(c)           Except as otherwise provided herein,
Rule 144A Securities shall be issued in the form of one or more Global
Securities (collectively, the “Rule 144A Global Security”) in definitive, fully
registered form, without interest coupons, substantially in the form of
Security set forth in Section 2.2, with such applicable legends as are provided
for in Sections 2.2 and 2.3.  Such Rule 144A
Global Security shall be registered in the name of the Depositary or its
nominee and shall be delivered by the Trustee to the Depositary or pursuant to
the Depositary’s instructions, duly executed by the Company and authenticated
by the Trustee as hereinafter provided, for credit to the respective accounts
of owners of beneficial interests in such Security.  The aggregate principal amount of the Rule
144A Global Security may from time to time be increased or decreased by
adjustments made on the records of the Trustee, as hereinafter provided.


SECTION 2.2                                                  Form
of Securities.


(a)           Form of Initial Security.  The Initial Securities will be substantially
in the form of Exhibit A hereto, which is a part of this Indenture, and
all of the provisions of which shall be deemed to be included in this
Indenture.


(b)           Form of Exchange Security and
Private Exchange Security.  The
Exchange Securities and the Private Exchange Securities will be substantially
in the form of Exhibit B hereto, which is a part of this Indenture, and
all of the provisions of which shall be deemed to be included in this
Indenture.



 14
 









SECTION 2.3                                                  Form
of Legend for Securities.


Every Security
authenticated and delivered hereunder shall bear one or more of the appropriate
legends in substantially the following forms described below:


(a)           If the Security is a Restricted
Security or is a Private Exchange Security that is required to contain a
Restricted Securities Legend pursuant to Section 3.4(d)(2), then insert the
following legend:


“THE SECURITIES EVIDENCED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE “SECURITIES ACT”) AND MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S
UNDER THE SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN
EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF
THE UNITED STATES AND OTHER JURISDICTIONS.”


(b)           If the Security is a Regulation S
Global Security, then insert the following legend:


“PRIOR TO THE EXPIRATION
OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES WITHIN THE MEANING OF REGULATION
S OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON WITHIN THE MEANING OF
REGULATION S.”


(c)           If the Security is a Global Security,
then insert the following legend:


“THIS SECURITY IS A
GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE
OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH
DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE.”


(d)           If the Security is a Global Security
and The Depository Trust Company is to be the Depositary therefor, then insert
the following legend:



 15
 









“UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”


SECTION 2.4                                                  Form
of Trustee’s Certificate of Authentication.


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


	
  

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  
	
   

  	
  as
  Trustee By

  
	
   

  	
  By 

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


ARTICLE III.


THE SECURITIES


SECTION 3.1                                                  Title
and Terms.


The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is limited to $100,000,000, except for Securities authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu
of, other Securities pursuant to Section 3.4, 3.5, 9.6, or 11.8 and except that
the Company may, if, when and as authorized by a Board Resolution, issue
additional Securities under this Indenture of substantially the same tenor
herein set forth, which additional securities shall be treated as Securities
for all purposes of this Indenture.


The Securities
shall be known and designated as the “5.875% Senior Notes due 2017” of the
Company.  Their Stated Maturity shall be
March 15, 2017, and they shall bear interest at the rate of 5.875% per annum,
from March 12, 2007 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, as the case may be, payable
semi-annually on March 15 and September 15, commencing September 15, 2007,
until the principal thereof is paid or made available for payment.


Payment of the
principal of, premium, if any, and interest on the Securities shall be made,
subject to surrender of the Security in the case of payment of principal and
premium, if any, at 



 16
 









the office or agency of
the Company maintained for that purpose in the City of Chicago, by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register, or in such other manner as may be mutually acceptable to
the Company and the Trustee; provided, however, upon written
request by any Holder given to the Trustee not later than 15 days prior to the
Stated Maturity of principal or interest, payment of principal or interest due
at the Stated Maturity may be made, subject to surrender of the Security in the
case of payment of principal, by wire transfer in immediately available funds
at such place and to such account as may be designated by the Person entitled
thereto pursuant to Section 3.7.


The Securities
shall be redeemable as provided in Article Eleven.


The Securities
shall rank pari  passu with other existing and future unsecured
senior indebtedness of the Company.


SECTION 3.2                                                  Denominations.


Securities are
issuable only in fully registered form, without coupons, in denominations of
$1,000 and any integral multiple thereof.


SECTION 3.3                                                  Execution,
Authentication, Delivery and Dating.


The Securities
shall be executed on behalf of the Company by its Chairman of the Board, its
Chief Executive Officer, or its Chief Financial Officer and attested by its
Senior Vice President, Secretary and General Counsel.  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.


At any time and
from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities 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 such Company
Order shall authenticate and deliver such Securities as in this Indenture
provided and not otherwise.


Each Security shall
be dated the date of its authentication.


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 manual signature of any authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that
such Security has been duly authenticated and delivered hereunder.



 17
 









SECTION 3.4                                                  Registration,
Registration of Transfer and Exchange.


(a)           Registration of Transfer and
Exchange Generally.  The Company
shall cause to be kept at the Corporate Trust Office of the Trustee a register
(the register maintained in such office or in any other office or agency
designated pursuant to Section 10.2 being herein sometimes referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Securities and of
transfers of Securities or for exchange of Securities.  The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers and
exchanges of Securities as herein provided. 
If and so long as the Trustee is not the Security Registrar, the Trustee
shall have the right to inspect the Security Register during regular business
hours.


Upon surrender for
registration of transfer of any Security at an office or agency of the Company
designated pursuant to Section 10.2 for such purpose, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of any
authorized denominations and of a like aggregate principal amount.


At the option of
the Holder, Securities may be exchanged for other Securities of any authorized
denominations and of a like 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 which the Holder making the exchange is entitled to
receive.


All Securities
issued upon any registration of 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
registration of transfer or exchange.


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


No service charge
shall be made for any registration of transfer or exchange of 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 registration of
transfer or exchange of Securities, other than exchanges pursuant to Section
9.6 or 11.8 not involving any transfer.


The Company shall
not be required (i) to issue, register the transfer of or exchange any Security
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of Securities selected for redemption
under Section 11.4 and ending at the close of business on the day of such
mailing, or (ii) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.



 18
 









The provisions of
clauses (1), (2), (3), (4) and (5) below shall apply only to Global Securities:


(1)           Each
Global Security authenticated under this Indenture shall be registered in the
name of the Depositary designated 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.


(2)           Notwithstanding
any other provision in this Indenture or the Securities, 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 (A) such Depositary (i) has notified the Company that it is unwilling or
unable to continue as Depositary for such Global Security and a successor
Depositary has not been appointed by the Company within 60 days of receipt by
the Company of such notification or (ii) has ceased to be a clearing agency
registered under the Exchange Act and a successor Depositary has not been
appointed by the Company within 60 days after the Company became aware of such
cessation or (B) there shall have occurred and be continuing an Event of
Default with respect to such Global Security.


(3)           Subject
to clause (2) above, any exchange of a Global Security for other Securities may
be made in whole or in part, and all Securities issued in exchange for a Global
Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.


(4)           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, whether
pursuant to this Section, Section 3.5, 9.6 or 11.8 or otherwise, 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.


(5)           None
of the Company, the Trustee nor any agent of the Company or the Trustee will
have any responsibility or liability for the accuracy or completeness of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security, for any act or omissions of a Depositary or
transactions between the Depositary and beneficial owners, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.


(b)           Certain Transfers and Exchanges
Generally.  Notwithstanding any other
provisions of this Indenture or the Securities, transfers of a Global Security,
in whole or in part, transfers and exchanges of interests therein of the kinds
described in clauses (3), (4) and (5) below and exchanges of interests in
Global Securities or of other Securities as described in clause (6) below shall
be made only in accordance with this Section 3.4(b).  Transfers and exchanges subject to this
Section 3.4 shall also be subject to the other provisions of this Indenture
that are not inconsistent with this Section 3.4.



 19















(1)           Limitation
on Transfers of a Global Security. 
Except as provided in Section 3.4(a), a Global Security may not be
transferred, in whole or in part, to any Person other than the Depositary or a
nominee thereof, and no such transfer to any such other Person may be
registered; provided that this clause (1) shall not prohibit any
transfer of a Security that is issued in exchange for a Global Security but is
not itself a Global Security.  No
transfer of a Security to any Person shall be effective under this Indenture or
the Securities unless and until such Security has been registered in the name
of such Person.  Nothing in this Section
3.4(b)(1) shall prohibit or render ineffective any transfer of a beneficial
interest in a Global Security effected in accordance with the other provisions
of this Section 3.4(b).


(2)           Rule
144A Global Security to Regulation S Global Security.  If the holder of a beneficial interest in the
Rule 144A Global Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Regulation S Global Security, such transfer may be effected, subject to
the Applicable Procedures, only in accordance with this Section 3.4(b)(2).  Upon receipt by the Trustee, as Security
Registrar, of (A) written instructions given in accordance with the Applicable
Procedures from an Agent Member directing the Trustee to credit or cause to be
credited to a specified Agent Member’s account a beneficial interest in the
Regulation S Global Security in a principal amount equal to that of the
beneficial interest in the Rule 144A Global Security to be so transferred, (B)
a written order given in accordance with the Applicable Procedures containing
information regarding the account of the Agent Member (and, if applicable, the
Euroclear or Clearstream account, as the case may be) to be credited with, and
the account of the Agent Member to be debited for, such beneficial interest and
(C) a certificate in substantially the form set forth in Exhibit C given
by or on behalf of the owner of such beneficial interest, the Trustee, as
Security Registrar, shall instruct the Depositary to reduce the principal
amount of the Rule 144A Global Security and to increase the principal amount of
the Regulation S Global Security by the principal amount of the beneficial
interest in the Rule 144A Global Security to be so transferred, and the
Trustee, as Security Registrar, shall make an appropriate adjustment on its
records and shall instruct the Depositary or its authorized representative to
make a corresponding adjustment to its records and to credit or cause to be
credited to the account of the Person specified in such instructions a
beneficial interest in the Regulation S Global Security having a principal amount
equal to the amount so transferred.


(3)           Regulation
S Global Security to Rule 144A Global Security.  If the holder of a beneficial interest in the
Regulation S Global Security wishes at any time to transfer such interest to a
Person who wishes to take delivery thereof in the form of a beneficial interest
in the Rule 144A Global Security, such transfer may be effected, subject to the
Applicable Procedures, only in accordance with this Section 3.4(b)(3);
provided, however, that prior to the expiration of the Restricted Period,
transfers of beneficial interests in the Regulation S Global Securities may not
be made to a U.S. Person or for the account or benefit of a U.S. Person (other
than an initial purchaser).  Upon receipt
by the Trustee, as Security Registrar, of (A) written instructions given in
accordance with 



 20
 









the Applicable Procedures from an Agent Member directing the Trustee to
credit or cause to be credited to a specified Agent Member’s account a
beneficial interest in the Rule 144A Global Security in a principal amount
equal to that of the beneficial interest in the Regulation S Global Security to
be so transferred and (B) a written order given in accordance with the
Applicable Procedures containing information regarding the account of the Agent
Member to be credited with, and the account of the Agent Member (and, if
applicable, the Euroclear or Clearstream account, as the case may be) to be
debited for, such beneficial interest, the Trustee, as Security Registrar,
shall instruct the Depositary to reduce the principal amount of the Regulation
S Global Security and to increase the principal amount of the Rule 144A Global
Security by the principal amount of the beneficial interest in the Regulation S
Global Security to be so transferred, and the Trustee, as Security Registrar,
shall make an appropriate adjustment on its records and shall instruct the
Depositary or its authorized representative to make a corresponding adjustment
to its records and to credit or cause to be credited to the account of the Person
specified in such instructions a beneficial interest in the Rule 144A Global
Security having a principal amount equal to the amount so transferred.


(4)           Exchanges
of Global Security for Non-Global Security. 
Securities that are Global Securities may be exchanged (on transfer or
otherwise) for Securities that are not Global Securities or for beneficial
interests in a Global Security (if any is then Outstanding) only in accordance
with such procedures, which shall be substantially consistent with the provisions
of clauses (1) through (3) above and (5) below (including the certification
requirements intended to insure that transfers and exchanges of beneficial
interests in a Global Security comply with Rule 144A, Rule 144 or Regulation S,
as the case may be) and any Applicable Procedures, as may be from time to time
adopted by the Company and the Trustee.


(5)           Interests
in Regulation S Global Securities to be Held Through Euroclear or Clearstream.  Until the termination of the Restricted
Period, interests in any Regulation S Global Security may be held only through
Agent Members acting for and on behalf of Euroclear and Clearstream.


(c)           Securities Act Legends.  Each Restricted Security and Global Security
issued hereunder shall, upon issuance, bear the legends required by Section 2.2
and Section 2.3 to be applied to such a Security and such required legends
shall not be removed from such Security except as provided in the next
sentence, Section 3.4(a) or Section 3.4(d). 
The legend required for a Restricted Security may be removed from a
Security if there is delivered to the Company such satisfactory evidence, which
may include an opinion of independent counsel licensed to practice law in the
State of New York, as may be reasonably required by the Company that neither
such legend nor the restrictions on transfer set forth therein are required to
ensure that transfers of such Security will not violate the registration
requirements of the Securities Act.  Upon
provision of such satisfactory evidence, the Trustee, at the direction of the
Company, shall authenticate and deliver in exchange for such Security another
Security or Securities having an equal aggregate principal amount that does not
bear such legend.  If such a Restricted
Securities Legend required for a Restricted Security has been removed from a
Security as provided above, neither such Security nor any other Security issued
in exchange for all or any part of such Security shall bear 



 21
 









such legend, unless the
Company has reasonable cause to believe that such other Security is a “restricted
security” within the meaning of Rule 144 and instructs the Trustee to cause a
legend to appear thereon.


(d)           Transfers or Exchanges in
Connection with a Registered Exchange Offer or Registration Statement.


(1)           Notwithstanding
anything else in this Indenture to the contrary, upon the consummation of a
Registered Exchange Offer as contemplated by the Exchange Offer Registration
Statement with respect to the Initial Securities pursuant to which Holders of
such Initial Securities are offered Exchange Securities in exchange for their
Initial Securities, Definitive Securities with the Restricted Securities Legend
will be available to Holders that do not exchange their Initial Securities and
Definitive Exchange Securities will be available to Holders that exchange such
Initial Securities in such Registered Exchange Offer; provided, however, that
in connection with any such exchange, the Holder of such Initial Securities
that are to be exchanged certifies in the applicable Letter of Transmittal that
it is not (a) a Broker-Dealer, (b) a Person participating in the distribution
of the Exchange Securities or (c) a Person who is an affiliate (as defined in
Rule 144) of the Company.


(2)           Notwithstanding
anything else in this Indenture to the contrary, upon the consummation of a
Private Exchange with respect to Initial Securities in accordance with the
provisions of the Registration Rights Agreement, Private Exchange Securities
will be exchanged with such Initial Securities, provided that the Private
Exchange Securities will (i) be in the same form (either a Global Security or a
Definitive Security) as such Initial Security, and (ii) will contain the same
Restricted Securities Legends, if any, contained in such Initial Security.  In addition, all requirements pertaining to
such Securities that Securities issued to certain holders be issued in the form
of a Global Security will remain in effect.


(3)           Notwithstanding
anything else in this Indenture to the contrary, after a transfer of any
Securities or Private Exchange Securities pursuant to the Shelf Registration
Statement in accordance with the provisions of the Registration Rights
Agreement, with respect to such Securities or Private Exchange Securities, as
the case may be, (i) all requirements pertaining to the Restricted Securities
Legend or other legends on such Security or such Private Exchange Security will
cease to apply, (ii) the requirements requiring that any such Security or such
Private Exchange Security issued to certain Holders be issued in the form of a
Global Security will cease to apply and (iii) an Unrestricted Definitive
Security or Private Exchange Security without the Restricted Securities Legend
or other legends will be available to the transferee of the Holder of such
Securities or Private Exchange Securities or upon receipt of directions to
transfer such Holder’s interest in the Global Security, as applicable.



 22
 









SECTION 3.5                                                  Mutilated,
Destroyed, Lost and Stolen Securities.


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


If there shall be
delivered to the Company and the Trustee (i) evidence to their satisfaction of
the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them 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 the Trustee shall authenticate and deliver, in lieu
of any such destroyed, lost or stolen Security, a new Security of like tenor
and principal amount and bearing a number not contemporaneously outstanding.


In case 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.


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


Every new Security
issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the
Company, whether or not the 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.


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


SECTION 3.6                                                  Payment
of Interest; Interest Rights Preserved.


Interest on any
Security which is payable, and is punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest and shall be made by mailing a
check for such interest, payable to or upon the written order of the Person
entitled thereto pursuant to Section 3.7 of the Indenture, to the address of
such Person as it appears on the Security Register, or in such other manner as
may be mutually acceptable to the Company and the Trustee; provided, however,
upon written request by any Holder given to the Trustee not later than 15 days
prior to the Interest Payment Date, payment of interest may be made by wire transfer
in immediately available funds at such place and to such account as may be
designated by the Person entitled thereto pursuant to said Section 3.7.



 23
 









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


(1)           The
Company may elect to make payment of any Defaulted Interest to the Persons in
whose names the Securities (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid on each
Security and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be
not more than 15 days and not less than 10 days prior to the date of the
proposed payment and not less than 10 days after the receipt by the Trustee of
the notice of the proposed payment.  The
Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder at his address as it
appears in the Security Register, not less than 10 days prior to such Special
Record Date.  Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose
names the Securities (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date and shall no
longer be payable pursuant to the following clause (2).


(2)           The
Company may make payment of any Defaulted Interest in any other lawful manner
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, if, after notice given by the Company to the Trustee of the proposed
payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.


Subject to the
foregoing provisions of this Section, each Security delivered under this
Indenture upon registration of 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, which were carried by such other Security.



 24
 









SECTION 3.7                                                  Persons
Deemed Owners.


Prior to due
presentment of a Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name such Security is registered as the owner of such Security for the
purpose of receiving payment of principal of, premium, if any, and (subject to
Section 3.6) interest on such Security and for all other purposes whatsoever,
whether or not such Security is overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to the
contrary.


SECTION 3.8                                                  Cancellation.


All Securities
surrendered for payment, redemption, registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. 
The Company may at any time deliver to the Trustee for cancellation any
Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and all Securities so delivered
shall be promptly cancelled by the Trustee. 
No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture.  All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.


SECTION 3.9                                                  Computation
of Interest.


Interest on the
Securities shall be computed on the basis of a 360-day year of twelve 30-day
months.


ARTICLE IV.


SATISFACTION AND DISCHARGE


SECTION 4.1                                                  Satisfaction
and Discharge of Indenture.


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


(1)           either


(A)          all
Securities theretofore authenticated and delivered (other than (i) Securities
which have been destroyed, lost or stolen and which have been replaced or paid
as provided in Section 3.5 and (ii) 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 10.3) have been delivered to the Trustee for cancellation;
or



 25
 









(B)           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, 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,


(d)           and the Company, in the case of (a),
(b) or (c) above, has deposited or caused to be deposited with the Trustee as
trust funds in trust for the purpose an amount sufficient to pay and discharge
the entire indebtedness on such Securities not theretofore delivered to the
Trustee for cancellation, for principal, premium, if any, and interest to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;


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


(3)           the
Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for
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 6.7, the obligations of the Company to any
Authenticating Agent under Section 6.14 and, if money shall have been deposited
with the Trustee pursuant to subclause (B) of clause (1) of this Section, the
obligations of the Trustee under Section 4.2 and the last paragraph of Section
10.3 shall survive.


SECTION 4.2                                                  Application
of Trust Money.


Subject to the
provisions of the last paragraph of Section 10.3, all money deposited with the
Trustee pursuant to Section 4.1 shall be held in trust, invested according to
section 12.4, and applied by it, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal,
premium, if any, and interest for whose payment such money has been deposited
with the Trustee.



 26
 









ARTICLE V.


REMEDIES


SECTION 5.1                                                  Events
of Default.


“Event of Default”,
wherever used herein, means 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):


(1)           default
in the payment of any interest upon any Security when it becomes due and
payable, and continuance of such default for a period of 30 days; or


(2)           default
in the payment of the principal of and premium, if any, on any Security at its
Maturity; or


(3)           default
in the performance, or breach, of any covenant or warranty of the Company in
this Indenture (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with), and continuance of such default or breach for a period of 60 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 25% in
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; or


(4)           a
default under any bond, debenture, note or other evidence of indebtedness for
money borrowed by the Company or under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced,
any indebtedness for money borrowed by the Company in excess of $25 million
principal amount, whether such indebtedness now exists or shall hereafter be
created, which default shall constitute a failure to pay any portion of the
principal of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto or shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on
which it would otherwise have become due and payable, without such indebtedness
having been discharged, or such acceleration having been rescinded or annulled,
within a period of 10 days after there shall have 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 10% in principal amount of the Outstanding
Securities a written notice specifying such default and requiring the Company
to cause such indebtedness to be discharged or cause such acceleration to be
rescinded or annulled and stating that such notice is a “Notice of Default”
hereunder; provided, however, that, subject to the provisions of
Sections 6.1 and 6.2, the Trustee shall not be deemed to have knowledge of such
default unless either (A) a Responsible Officer of the Trustee assigned to its
Corporate Trust Office shall have actual knowledge of such default or (B) the
Trustee shall have received written notice thereof from the Company, from any Holder,




 27
 









from the holder of any such indebtedness or from the trustee under any
such mortgage, indenture or other instrument; or


(5)           the
entry by a court having jurisdiction in the premises of (A) a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or (B) a decree or order adjudging the Company a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company under
any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or of 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 60 consecutive days; or


(6)           the
commencement by the Company of a voluntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree or order for relief in
respect of the Company in an involuntary case or proceeding under any
applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State 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, or the taking of corporate action by the Company
in furtherance of any such action.


SECTION 5.2                                                  Acceleration
of Maturity; Rescission and Annulment.


If an Event of
Default occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities may declare the principal 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), and upon any such declaration such principal shall become
immediately due and payable.


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


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



 28
 









(A)          all
overdue interest on all Securities,


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


(C)           to
the extent that payment of such interest is lawful, interest upon overdue
interest 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, its agents and counsel;


and


(2)           all
Events of Default, other than the non-payment of the principal of Securities
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 5.13.


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.


The
Company covenants that if


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


(2)           default
is made in the payment of the principal of or premium, if any, on any Security
at the Maturity thereof,


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


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


 



 29















SECTION 5.4                                                  Trustee
May File Proofs of Claim.


In case of any
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 under the Trust Indenture Act in order to have claims of the
Holders and the Trustee allowed in any such proceeding.  In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on
any such claims and to distribute the same; and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.7.


No provision of
this Indenture shall be deemed to authorize the Trustee to authorize or consent
to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights
of any Holder thereof or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.


SECTION 5.5                                                  Trustee
May Enforce Claims 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, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.


SECTION 5.6                                                  Application
of Money Collected.


Any money
collected by the Trustee pursuant to this Article shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of the
distribution of such money on account of principal, premium, if any, or
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 under Section 6.7; and


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



 30
 









SECTION 5.7                                                  Limitation
on Suits.


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


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


(2)           the
Holders of not less than 25% in 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;


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


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


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


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


SECTION 5.8                                                  Unconditional
Right of Holders to Receive Principal and Interest.


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, premium, if any, and (subject to Section 3.6) interest on such
Security on the respective Stated Maturities expressed in such Security (or, in
the case of redemption, on the Redemption Date) and to institute suit for the
enforcement of any such payment, and such rights shall not be impaired without
the consent of such Holder.


SECTION 5.9                                                  Restoration
of Rights and Remedies.


If the Trustee or
any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any
reason, or has been determined adversely to the Trustee or to such Holder, then
and in every such case, subject to any determination in such proceeding, the
Company, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights 



 31
 









and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.


SECTION 5.10                                            Rights
and Remedies Cumulative.


Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities in the last paragraph of Section 3.5, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 
The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.


SECTION 5.11                                            Delay
or Omission Not Waiver.


No delay or
omission of the Trustee or of any Holder of any 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 or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.


SECTION 5.12                                            Control
by Holders.


The Holders of a
majority in principal amount of the Outstanding 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


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


(2)           the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction and


(3)           the
Trustee shall have the right to decline to follow any such direction if the
Trustee shall have reasonable grounds for believing that such direction would
involve the Trustee in personal liability for which the security or indemnity
provided under Article Six would not be sufficient.


SECTION 5.13                                            Waiver
of Past Defaults.


The Holders of not
less than a majority in principal amount of the Outstanding Securities may on
behalf of the Holders of all the Securities waive any past default hereunder
and its consequences, except a default



 32
 









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


(2)           in
respect of a covenant or provision hereof which under Article Nine cannot be
modified or amended without the consent of the Holder of each Outstanding
Security affected.


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


SECTION 5.14                                            Undertaking
for Costs.


In any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
a court may require any party litigant in such suit to file an undertaking to
pay the costs of such suit, and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act; provided,
that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Company.


SECTION 5.15                                            Waiver
of Stay or Extension Laws.


The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension 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                                                  Certain
Duties and Responsibilities.


The duties and
responsibilities of the Trustee shall be as provided by the Trust Indenture Act.  If an Event of Default occurs and is
continuing, the Trustee shall exercise such of its rights and powers under this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
his or her own affairs as provided by the Trust Indenture Act.  Notwithstanding the foregoing, no provision
of this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such 



 33
 









funds or adequate
indemnity against such risk or liability is not reasonably assured to it.  Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Trustee shall be subject to the
provisions of this Section.


SECTION 6.2                                                  Notice
of Defaults.


The Trustee shall
give the Holders notice of any default hereunder within 90 days of the
occurrence thereof or within such other time period as may be specified by the
Trust Indenture Act, in each case to the extent and in the manner provided for
in the Trust Indenture Act.  For the
purpose of this Section, the term “default” means any event which is, or after
notice or lapse of time or both would become, an Event of Default.


SECTION 6.3                                                  Certain
Rights of Trustee.


Subject
to the provisions of Section 6.1:


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


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


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


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


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


(f)            the Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further 



 34
 









inquiry or investigation,
it shall be entitled to examine the books, records and premises of the Company,
personally or by agent or attorney; and


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


SECTION 6.4                                                  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 the
Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities.  The Trustee shall not be accountable for the
use or application by the Company of Securities or the proceeds thereof


SECTION 6.5                                                  May
Hold Securities.


The Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such
other agent.


SECTION 6.6                                                  Money
Held in Trust.


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


SECTION 6.7                                                  Compensation
and Reimbursement.


The
Company agrees:


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


(2)           except
as otherwise expressly provided herein, 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,
consultants and counsel), except any such expense, disbursement or advance as
may be attributable to its negligence or bad faith; and



 35
 









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


The Trustee shall
have a lien prior to the Securities upon all property and funds held by it
hereunder for any amount owing it or any predecessor Trustee pursuant to this
Section 6.7, except with respect to funds held in trust for the benefit of the
Holders of particular Securities.  The
obligations of the Company under this Section 6.7 shall survive payment in full
of the Securities, the resignation or removal of the Trustee and the
termination of this Indenture.


SECTION 6.8                                                  Disqualification;
Conflicting Interests.


If the Trustee has
or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act, the Trustee shall either eliminate such interest or resign, to
the extent and in the manner provided by, and subject to the provisions of, the
Trust Indenture Act and this Indenture.


SECTION 6.9                                                  Corporate
Trustee Required; Eligibility.


There shall at all
times be a Trustee hereunder which shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and
surplus of at least $150,000,000.  If
such Person publishes reports of condition at least annually, pursuant to law
or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. 
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.


SECTION 6.10                                            Resignation
and Removal:  Appointment of Successor.


(a)           No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this Article
shall become effective until the acceptance of appointment by the successor
Trustee under Section 6.11.


(b)           The Trustee may resign at any time by
giving written notice thereof to the Company. 
If an instrument of acceptance by a successor Trustee shall not have
been delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.


(c)           The Trustee may be removed at any
time by Act of the Holders of a majority in principal amount of the Outstanding
Securities, delivered to the Trustee and to the Company.



 36
 









(d)           If at any time:


(1)           the
Trustee shall fail to comply with Section 6.8 after written request therefor by
the Company or by any Holder who has been a bona fide Holder of a Security for
at least six months, or


(2)           the
Trustee shall cease to be eligible under Section 6.9 and shall fail to resign
after written request therefor by the Company or by any such Holder, or


(3)           the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or
any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,


then, in any such case,
(i) the Company by a Board Resolution may remove the Trustee, or (ii) subject
to Section 5.14, any Holder who has been a bona fide Holder of a Security for
at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.


(e)           If the Trustee shall resign, be
removed or become incapable of acting, or if a vacancy shall occur in the
office of Trustee for any cause, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee. 
If, within one year after such resignation, removal or incapability, or
the occurrence of such vacancy, a successor Trustee shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so
appointed by the Company or the Holders and accepted appointment in the manner
hereinafter provided, any Holder who has been a bona fide Holder of a Security
for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the appointment of a
successor Trustee.


(f)            The Company shall give notice of
each resignation and each removal of the Trustee and each appointment of a
successor Trustee to all Holders in the manner provided in Section 1.7.  Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.


SECTION 6.11       Acceptance of Appointment by Successor.


Every successor
Trustee appointed hereunder shall execute, acknowledge and deliver to the
Company and to the retiring Trustee an instrument accepting such appointment,
and thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee; but, on request of the Company or the successor Trustee, such
retiring Trustee shall, upon payment of its charges, execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and
trusts of the 



 37
 









retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee,
the Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts.


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


SECTION 6.12                                            Merger,
Conversion, Consolidation or Succession to Business.


Any corporation
into which the Trustee may be merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion or consolidation to
which the Trustee shall be a party, or any corporation succeeding to all or
substantially all the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto.  In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.


SECTION 6.13                                            Preferential
Collection of Claims Against Company.


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


SECTION 6.14                                            Appointment
of Authenticating Agent.


The Trustee may
appoint an Authenticating Agent or Agents 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 or pursuant to
Section 3.5, 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 and a certificate
of authentication executed 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, any State 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, the combined capital and surplus of such Authenticating Agent shall be
deemed to be its combined capital and surplus as set forth in 



 38
 









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, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.


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


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,
the Trustee may appoint a successor Authenticating Agent which shall be
acceptable to the Company and shall mail written notice of such appointment by
first-class mail, postage prepaid, to all Holders as their names and addresses
appear in the Security Register.  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.  No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.


The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section.


If an appointment
is made pursuant to this Section, 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 described in the within-mentioned Indenture.


LASALLE BANK NATIONAL
ASSOCIATION,

As Trustee


By                                      ,


As
Authenticating Agent


By                                      ,


Authorized Officer


 



 39















ARTICLE VII.


HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND 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)           semi-annually, not more than 15 days
after each Regular Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such
Regular Record Date, and


(b)           at such other times as the Trustee
may request in writing, within 30 days after the receipt by the Company of any
such request, a list of similar form and content as of a date not more than 15
days prior to the time such list is furnished;


excluding
from any such list names and addresses received by the Trustee in its capacity
as Security Registrar.


SECTION 7.2                                                  Preservation
of Information; Communications to Holders.


If the Trustee is
not the Securities Registrar, the Company will furnish to the Trustee at least
seven Business Days before each interest payment date and at such other times
as the Trustee may request in writing, a list in such form and as of such date
as the Trustee may reasonably require of the names and addresses of the Holders
of Securities and the Company shall otherwise comply with Section 312(a) of the
Trust Indenture Act.


(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 Security Registrar and the Trustee shall otherwise comply with
Section 312(a) of the Trust Indenture Act. 
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 duties of the Trustee, shall
be as provided by 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 any disclosure of information as to names and
addresses of Holders made pursuant to the Trust Indenture Act.



 40
 









SECTION 7.3                                                  Reports
by Trustee.


(a)           The Trustee shall transmit to Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.  If required
by Section 3.13(a) of the Trust Indenture Act, the Trustee shall, within 60
days after each May 15 following
the date of this Indenture, deliver to Holders a brief report, dated as of such
May 15, which complies with the
provisions of such Section 3.13(a).


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


SECTION 7.4                                                  Reports
by Company.


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


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 sell, convey, transfer
or lease all or substantially all of its properties and assets as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company, unless:


(1)           (a)
the Company is the continuing corporation in any such consolidation or merger,
or (b) in case the Company shall consolidate with or merge into another Person
or sell, convey, transfer or lease its properties and assets substantially as
an entirety to any Person, the Person formed by such consolidation or into
which the Company is merged or the Person which acquires or leases the
properties and assets of the Company substantially as an entirety shall be a
corporation, partnership, limited liability company or trust, shall be
organized and validly existing under the laws of the United States of America,
any State thereof or the District of Columbia and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of,
premium, if any, and interest on all the Securities and the performance or observance




 41
 









of every covenant of this Indenture on the part of the Company to be
performed or observed;


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


(3)           if,
as a result of any such consolidation or merger or such sale, conveyance,
transfer or lease, the Company’s properties and assets would become subject to
a mortgage, pledge, lien, security interest or other encumbrance which would
not be permitted by this Indenture, the Company or such successor Person, as
the case may be, shall take such steps as shall be necessary effectively to
secure the Securities equally and ratably with (or prior to) all indebtedness
secured thereby; and


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


SECTION 8.2                                                  Successor
Substituted.


Upon any
consolidation of the Company with, or merger of the Company into, any other
Person or any conveyance, transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 8.1, the
successor Person formed by such consolidation or into which the Company is
merged or to which such conveyance, transfer or lease is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company
under this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease, the
predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.


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 satisfactory to the Trustee, for any of
the following purposes:



 42
 









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


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


(3)           to
secure the Securities;


(4)           to
cure any ambiguity, to correct or supplement any provision herein which may be
inconsistent with any other provision herein, or to make any other provisions
with respect to matters or questions arising under this Indenture, which shall
not be inconsistent with the provisions of this Indenture; provided that such
action pursuant to this clause (4) shall not adversely affect the interests of
the Holders in any material respect; or


(5)           to
provide for, to authorize the issuance of, and to set forth the terms of any
additional Securities as contemplated by this Indenture.


SECTION 9.2                                                  Supplemental
Indentures with Consent of Holders.


With the consent
of the Holders of not less than 66 2/3% in 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 under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby,


(1)           change
the Stated Maturity of the principal of, or any installment of interest on, any
Security, or reduce the principal amount thereof or the rate of interest
thereon, or change the place of payment where, or the coin or currency in
which, any Security or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date), or


(2)           reduce
the percentage in 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 certain
provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or


(3)           modify
any of the provisions of this Section, Section 5.13 or Section 1.12, except to
increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby.



 43
 









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


SECTION 9.3                                                  Execution
of Supplemental Indentures.


In executing, or
accepting the additional trusts created by, any supplemental indenture
permitted by this Article or the modifications thereby of the trusts created by
this Indenture, the Trustee shall be entitled to receive, and (subject to
Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel
stating that the execution of such supplemental indenture is authorized or
permitted by this Indenture.  The Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
which affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise.


SECTION 9.4                                                  Effect
of Supplemental Indentures.


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


SECTION 9.5                                                  Conformity
with Trust Indenture Act.


Every supplemental
indenture executed pursuant to this Article shall conform to the requirements
of the Trust Indenture Act.


SECTION 9.6                                                  Reference
in Securities to Supplemental Indentures.


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


ARTICLE X.


COVENANTS


SECTION 10.1                                            Payment
of Principal and Interest.


The Company will
duly and punctually pay the principal of, premium, if any, and interest on the
Securities in accordance with the terms of the Securities and this Indenture.



 44
 









SECTION 10.2                                            Maintenance
of Office or Agency.


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


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


SECTION 10.3                                            Money
for Security Payments to Be Held in Trust.


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


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


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


The Company may at
any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any 



 45
 









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.


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, premium, if any, or interest on any
Security and remaining unclaimed for two years after such principal, premium,
if any, or interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to
make any such repayment, may at the expense of the Company cause to be
published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.


SECTION 10.4                                            Statement
by Officers as to Default.


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


SECTION 10.5                                            Existence.


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


SECTION 10.6                                            Maintenance
of Properties.


The Company will
cause all properties used or useful in the conduct of its business or the
business of any Subsidiary to be maintained and kept in good condition, repair
and working order and supplied with all necessary equipment and will cause to
be made all necessary repairs, renewals, replacements, betterments and
improvements thereof, all as in the judgment of the 



 46
 









Company may be necessary
so that the business carried on in connection therewith may be properly and
advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is,
in the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.


SECTION 10.7                                            Payment
of Taxes and Other Claims.


The Company will
pay or discharge or cause to be paid or discharged, before the same shall
become delinquent, (1) all taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies which, if unpaid, might by law become a lien upon the
property of the Company or any Subsidiary; provided, however,
that the Company shall not be required to pay or discharge or cause to be paid
or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.


SECTION 10.8                                            Negative
Pledge.


As long as
Securities are Outstanding, the Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create, assume, incur or
permit to exist any Indebtedness that is secured by any Lien on the capital
stock of a Restricted Subsidiary unless the Securities are secured equally and
ratably with (or prior to) such Indebtedness for at least the time period such
Indebtedness is so secured.


SECTION 10.9                                            No
Disposition.


As long as
Securities are Outstanding, the Company shall not, and shall not permit Farm
Bureau Life Insurance Company and EquiTrust Life Insurance Company
(collectively, the “Life Companies”), to issue, sell, transfer or otherwise
dispose of any shares of capital stock of the Life Companies or any securities
convertible into or exercisable or exchangeable for shares of capital stock of
the Life Companies, or warrants, rights or options to subscribe for or purchase
shares of capital stock of the Life Companies, unless (i) such issuance, sale,
transfer or other disposition is for at least fair value (as determined by the
Board of Directors acting in good faith, such action to be evidenced by a Board
Resolution) (“Fair Value”) and (ii) the Company will own, directly or
indirectly, at least 80% of the capital stock of the Life Companies after
giving effect to such transaction.  In
addition, the Company shall not cause or permit either of the Life Companies
to:


(1)           merge
or consolidate with or into any corporation or other Person, unless such merger
or consolidation is for at least Fair Value and (i) the surviving corporation
or Person is the Company, or (ii) at least 80% of the surviving corporation’s
issued and outstanding voting stock is owned, directly or indirectly, by the
Company; or



 47
 









(2)           lease,
sell, assign or transfer all or substantially all of its properties and assets
to any corporation or other Person (other than the Company), unless such lease,
sale, assignment or transfer is for at least Fair Value and at least 80% of the
issued and outstanding voting stock of that corporation or other Person is
owned, directly or indirectly, by the Company following such lease, sale or
assignment.


Notwithstanding the
foregoing, the Company may merge or consolidate any of its other Subsidiaries
(including its other insurance company Subsidiaries) into or with another of
its wholly-owned Subsidiaries and the Company may sell, transfer or otherwise
dispose of its business in accordance with Section 8.1.  In addition, this Section 10.9 shall not
prohibit any such issuance or disposition of capital stock or other securities
either (i) to the Company or the Life Companies in accordance with applicable
law or (ii) if required by law or any regulation or order of any governmental
or insurance regulatory authority.


SECTION 10.10                                      Rule
144A and Other Information.


(a)           At any time when the Company is not
subject to Section 13 or 15(d) of the Exchange Act, upon the request of a
Holder of a Security or a beneficial owner of an interest in a Global Security,
the Company shall promptly furnish or cause to be furnished Rule 144A
Information to such Holder or beneficial owner, or to a prospective purchaser
of such Security or a beneficial interest in a Global Security designated by
such Holder or beneficial owner of such interest, in order to permit compliance
by such Holder or beneficial owner with Rule 144A under the Securities Act in
connection with the resale of such Security by such Holder or beneficial owner.


(b)           The Company shall deliver to the
Trustee, who shall deliver to each Holder upon request, without charge, (i) as
soon as practicable after the end of each fiscal year, an annual report
(including a balance sheet and statements of income, stockholders’ equity and
cash flows of the Company and its consolidated subsidiaries certified by
independent public accountants) and (ii) during any period in which the Company
is subject to Section 13 or 15(d) of the Exchange Act, the annual reports,
quarterly reports and current reports which the Company is required to file with
the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
Exchange Act.


SECTION 10.11                                      Waiver
of Certain Covenants.


The Company may
omit in any particular instance to comply with any covenant or condition set
forth in Sections 10.8 to 10.10, inclusive, if before the time for such
compliance the Holders of at least 66 2/3% in principal amount of the
Outstanding Securities shall, by Act 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 and the duties of the
Trustee in respect of any such covenant or condition shall remain in full force
and effect.


 



 48















SECTION 10.12                                      Ability
of the Company to Hold Securities.


The Company shall
be permitted to hold Securities or beneficial interests in the Securities for
its own account, subject to the provisions of this Indenture.


ARTICLE XI.


REDEMPTION OF SECURITIES


SECTION 11.1                                            Right
of Redemption.


The Securities may
be redeemed at the election of the Company, as a whole or from time to time in
part, at any time, at the Redemption Price specified in the form of Security
hereinbefore set forth, together with accrued interest to the Redemption Date.


SECTION 11.2                                            Applicability
of Article.


Redemption of
Securities at the election of the Company or otherwise, as permitted or
required by any provision of this Indenture, shall be made in accordance with
such provision and this Article.


SECTION 11.3                                            Election
to Redeem; Notice to Trustee.


The election of
the Company to redeem any Securities pursuant to Section 11.1 shall be
evidenced by a Board Resolution.  In case
of any redemption at the election of the Company, the Company shall, at least
60 days prior to the Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities to be redeemed.


SECTION 11.4                                            Selection
by Trustee of Securities to Be Redeemed.


If less than all
the Securities are to be redeemed, the particular Securities to be redeemed
shall be selected not more than 60 days prior to the Redemption Date by the
Trustee, from the Outstanding Securities not previously called for redemption,
on a pro rata basis, by lot, or by such other method as the Trustee in its sole
discretion shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to $1,000 or any integral multiple
thereof) of the principal amount of Securities of a denomination larger than
$1,000.


The Trustee shall
promptly notify the Company and the Security Registrar 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
Securities redeemed or to be redeemed only in part, to the portion of the
principal amount of such Securities which has been or is to be redeemed.



 49
 









SECTION 11.5                                            Notice
of Redemption.


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


All
notices of redemption shall state:


(1)           the
Redemption Date,


(2)           the
manner of calculating the Redemption Price,


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


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


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


SECTION 11.6                                            Deposit
of Redemption Price.


Prior to any
Redemption Date, the Company shall deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 10.3) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date.  Promptly after the
calculation of the Redemption Price, the Company will give the Trustee and the
Paying Agent notice thereof.


SECTION 11.7                                            Securities
Payable on Redemption Date.


Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. 
Upon surrender of any such Security for redemption in accordance with
said notice, such Security shall be paid by the Company at the Redemption
Price, together with accrued interest to the Redemption Date; provided, however,
that installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
3.6.



 50
 









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


SECTION 11.8                                            Securities
Redeemed in Part.


Any Security which
is to be redeemed only in part shall be surrendered at an office or agency of
the Company designated for that purpose pursuant to Section 10.2 (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Trustee duly executed
by, the Holder thereof or his attorney duly authorized in writing), and the
Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities,
of any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.


ARTICLE XII.


DEFEASANCE AND COVENANT DEFEASANCE


SECTION 12.1                                            Company’s
Option to Effect Defeasance or Covenant Defeasance.


The Company may
elect, at its option at any time, to have Section 12.2 or Section 12.3 applied
to the Securities, as the case may be, upon compliance with the conditions set
forth below in this Article.  Any such
election shall be evidenced by a Board Resolution.


SECTION 12.2                                            Defeasance
and Discharge.


Upon the Company’s
exercise of its option (if any) to have this Section applied to the Securities,
the Company shall be deemed to have been discharged from its obligations with
respect to the Securities as provided in this Section on and after the date the
conditions set forth in Section 12.4 are satisfied (hereinafter called “Defeasance”).  For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Securities and to have satisfied all its other obligations
under the Securities and this Indenture (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), subject to
the following which shall survive until otherwise terminated or discharged
hereunder:  (1) the rights of Holders of
the Securities to receive, solely from the trust fund described in Section 12.4
and as more fully set forth in such Section, payments in respect of the
principal of, premium, if any, and interest on the Securities when payments are
due, (2) the Company’s obligations with respect to the Securities under
Sections 3.4, 3.5, 10.2 and 10.3, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (4) this Article.  Subject to compliance with this Article, the
Company may exercise its option (if any) to have this Section applied to the
Securities notwithstanding the prior exercise of its option (if any) to have
Section 12.3 applied to the Securities.



 51
 









SECTION 12.3                                            Covenant
Defeasance.


Upon the Company’s
exercise of its option (if any) to have this Section applied to the Securities,
(1) the Company shall be released from its obligations under Section 8.1(3),
Sections 10.6 through 10.10, inclusive, and any covenants provided pursuant to
Section 9.1(2) for the benefit of the Holders of the Securities, and (2) the
occurrence of any event specified in Sections 5.1(3) (with respect to any of
Section 8.1(3), Sections 10.6 through 10.10, inclusive, and any such covenants
provided pursuant to Section 9.1(2)), shall be deemed not to be or result in an
Event of Default, in each case with respect to the Securities as provided in
this Section on and after the date the conditions set forth in Section 12.4 are
satisfied (hereinafter called “Covenant Defeasance”).  For this purpose, such Covenant Defeasance
means that, with respect to the Securities, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation set
forth in any such specified Section (to the extent so specified in the case of
Section 5.1(3)), whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or by reason of any reference in any such
Section to any other provision herein or in any other document, but the
remainder of this Indenture and the Securities shall be unaffected thereby.


SECTION 12.4                                            Conditions
to Defeasance or Covenant Defeasance.


The following
shall be the conditions to the application of Section 12.2 or Section 12.3 to
the Securities:


(1)           The
Company shall irrevocably have deposited or caused to be deposited with the
Trustee (or another trustee which satisfies the requirements contemplated by
Section 6.9 and agrees to comply with the provisions of this Article applicable
to it) as trust funds in trust for the purpose of making the following
payments, specifically pledged as security for the benefit of, and dedicated
solely to, the Holders of the Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying
trustee) to pay and discharge, the principal of, premium, if any, and interest
and any other amounts due on the Securities on the respective Stated Maturities
or on a Redemption Date, in accordance with the terms of this Indenture and the
Securities.  As used herein, “U.S.
Government Obligation” means (x) any security which is (i) a direct obligation
of the United States of America for the payment 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 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 (y) any depositary receipt issued by a
bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any U.S. Government Obligation which is specified in 



 52
 









clause (x) 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 U.S. Government Obligation which 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
U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt.


(2)           In
the event of an election to have Section 12.2 apply to the Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel stating that
(A) the Company has received from, or there has been published by, the Internal
Revenue Service a ruling or (B) since the date of this instrument, there has
been a change in the applicable Federal income tax law, in either case (A) or
(B) to the effect that, and based thereon such opinion shall confirm that, the
Holders of the Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to the Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be
the case if such deposit, Defeasance and discharge were not to occur.


(3)           In
the event of an election to have Section 12.3 apply to the Securities, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that the Holders of the Securities will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to the Securities and will be subject to Federal income
tax on the same amount, in the same manner and at the same times as would be
the case if such deposit and Covenant Defeasance were not to occur.


(4)           The
Company shall have delivered to the Trustee an Officers’ Certificate to the
effect that the Securities, if then listed on any securities exchange, will not
be delisted as a result of such deposit.


(5)           No
event which is, or after notice or lapse of time or both would become, an Event
of Default with respect to the Securities shall have occurred and be continuing
at the time of such deposit or, with regard to any such event specified in
Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date
of such deposit (it being understood that this condition shall not be deemed
satisfied until after such 90th day).


(6)           Such
Defeasance or Covenant Defeasance shall not cause the Trustee to have a
conflicting interest within the meaning of the Trust Indenture Act (assuming
this Indenture were qualified under the Trust Indenture Act and all Securities
were in default within the meaning of such Act).


(7)           Such
Defeasance or Covenant Defeasance shall not result in a breach or violation of,
or constitute a default under, any other agreement or instrument to which the
Company is a party or by which it is bound.



 53
 









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


(9)           If
the Securities are to be redeemed prior to Stated Maturity, notice of such
redemption shall have been duly given pursuant to this Indenture or provision
therefor satisfactory to the Trustee shall have been made.


(10)         The
Company shall have delivered to the Trustee an Officers’ Certificate and an
Opinion of Counsel, each stating that all conditions precedent with respect to
such Defeasance or Covenant Defeasance have been complied with.


SECTION 12.5                                            Deposited
Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous
Provisions.


Subject to the
provisions of the last paragraph of Section 10.3, all money and U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee or
other qualifying trustee (solely for purposes of this Section and Section 12.6,
the Trustee and any such other trustee are referred to collectively as the “Trustee”)
pursuant to Section 12.4 in respect of the Securities shall be held in trust
and applied by the Trustee, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of the Securities, of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but money so
held in trust need not be segregated from other funds except to the extent
required by law.


The Company shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the U.S. Government Obligations deposited pursuant to
Section 12.4 or the principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of Outstanding Securities.


Anything in this
Article to the contrary notwithstanding, the Trustee shall deliver or pay to
the Company from time to time upon Company Request any money or U.S. Government
Obligations held by it as provided in Section 12.4 with respect to the
Securities which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to
the Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect the Defeasance or Covenant Defeasance, as the case
may be, with respect to the Securities.


SECTION 12.6                                            Reinstatement.


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



 54
 









or released pursuant to
Section 12.2 or 12.3 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to the Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 12.5 with respect to the Securities in accordance
with this Article; provided, however, that if the Company makes
any payment of principal of, premium, if any, or interest on the Securities
following such reinstatement of its obligations, the Company shall be
subrogated to the rights (if any) of the Holders of the Securities to receive
such payment from the money so held in trust.


SECTION 12.7                                            Qualifying
Trustee.


Any trustee
appointed pursuant to Section 12.4 for the purpose of holding trust funds
deposited pursuant to that Section shall be appointed under an agreement in
form acceptable to the Trustee and shall provide to the Trustee a certificate
of such trustee, upon which certificate the Trustee shall be entitled to
conclusively rely, that all conditions precedent provided for herein to the
related Defeasance or Covenant Defeasance have been complied with.  In no event shall the Trustee be liable for
any acts or omissions of said trustee.


________________


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.



 55
 









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


	
  

  	
  FBL Financial Group, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Brannen

  
	
   

  	
   

  	
  Name: James P. Brannen

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  Chief Administrative Officer

  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LaSalle Bank National Association, as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Margaret M. Muir

  
	
   

  	
   

  	
  Name: Margaret M. Muir

  
	
   

  	
   

  	
  Title: First Vice President

  



 



 56















Exhibit A


FORM OF INITIAL
SECURITY


[If
the Security is a Restricted Security, insert the appropriate legend(s)
required by Section 2.3 of the Indenture.]


[Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]


FBL Financial
Group, Inc.


5.875% Senior Note
due 2017


	
  No.

  	
   

  	
   

  	
  $

  	
   

  	
   

  



 


FBL Financial
Group, Inc., a corporation duly organized and existing under the laws of the
State of Iowa (herein 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 ______________________ Dollars or such other principal amount as shall
be set forth in the Schedule of Increases or Decreases in Global Security
attached hereto on March 15, 2017, and to pay interest thereon from March 12,
2007 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on March 15 and September 15 in each
year, commencing September 15, 2007, at the rate of 5.875% per annum (computed
on the basis of a 360-day year consisting of twelve 30-day months), until the
principal hereof is paid or made available for payment; provided, however, that
if a Registration Default (as defined in the Registration Rights Agreement)
occurs with respect to this Security, additional interest will accrue on this
Security at a rate of 0.5% per annum from and including the date on which any
such Registration Default shall occur, until but excluding the date on which
all Registration Defaults have been cured. 
The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such 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, which shall be the March 1 or September 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date.  Any such interest not so punctually paid or
duly provided for will 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 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 said
Indenture.  Payment 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 of the principal of, premium, if
any, and interest on this Security will be made, subject to surrender of this
Security in the case of payment 



 Exhibit A-1
 









of principal and premium,
if any, at the office or agency of the Company maintained for that purpose in
the City of Chicago, by mailing a check for such principal, premium or interest
payable to or upon the written order of the Person entitled thereto pursuant to
Section 3.7 of such Indenture, to the address of such Person as it appears on
the Security Register, or in such other manner as may be mutually acceptable to
the Company and the Trustee; provided, however, upon written
request by any Holder given to the Trustee not later than 15 days prior to the
Stated Maturity of principal or interest, payment of principal or interest due
at the Stated Maturity may be made, subject to surrender of this Security in
the case of payment of principal, by wire transfer in immediately available
funds at such place and to such account as may be designated by the Person
entitled thereto pursuant to said Section 3.7.


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


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


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


Dated:


	
  

  	
   

  	
   

  	
  FBL Financial Group, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  



 


(REVERSE OF
INITIAL SECURITY)


This Security is
one of a duly authorized issue of Securities of the Company designated as its
5.875% Senior Notes due 2017 (herein called the “Securities”), limited in
aggregate principal amount to $100,000,000, issued and to be issued under an
Indenture, dated as of March 12, 2007 (herein called the “Indenture”), between
the Company and LaSalle Bank National Association, as Trustee (herein called
the “Trustee”, which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto this Security is
subject and reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.



 Exhibit A-2
 









This Security may
be redeemed by the Company in whole or in part, at its option, at any time and
from time to time at a Redemption Price equal to the greater of (A) 100% of the
principal amount of the Securities to be redeemed or (B) as determined by an
Independent Investment Banker, the sum of the present values of the Remaining
Scheduled Payments discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 20 basis points, together with, in each case, accrued interest on the
principal amount of the Securities to be redeemed, if any, to the Redemption
Date, and any other amounts due with respect to the Securities to be
redeemed.  In connection with such
optional redemption the following defined terms apply:


“Comparable
Treasury Issue” means the United States Treasury security or securities
selected by the Independent Investment Banker as having an actual or
interpolated (on a straight-line basis) maturity comparable to the remaining
term of the Securities to be redeemed that would be utilized at the time of
selection, and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Securities.


“Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average of
the interest rates for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) on the third Business Day preceding that
Redemption Date, as set forth in the daily statistical release designated H.15
(519) (or any successor release) published by the Federal Reserve Bank of New
York or (ii) if such release (or any successor release) is not published or
does not contain such interest rates on such Business Day, (A) the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Independent Investment Banker for the Securities obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
quotations.


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.


“Reference
Treasury Dealer” means Citigroup Global Markets Inc. or ABN AMRO Incorporated
or any of their affiliates that are primary U.S. government securities dealers,
and their respective successors and three other nationally recognized
investment banking firms that are Primary Treasury Dealers specified from time
to time by the Company; provided, however, that if any of the foregoing or
their affiliates shall cease to be a primary U.S. government securities dealer
in The City of New York (a “Primary Treasury Dealer”), the Company will
substitute therefor another Primary Treasury Dealer.


“Reference Treasury
Dealer Quotations” means, with respect to each Reference Treasury Dealer and
any Redemption Date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue
(expressed, in each case, as a percentage of its principal amount) quoted in
writing to the Independent Investment Banker by such Reference Treasury Dealer
at 3:30 p.m., New York City time, on the third Business Day preceding such
Redemption Date.



 Exhibit A-3
 









“Remaining
Scheduled Payments” means, with respect to each Security to be redeemed, the
remaining scheduled payments of principal of and interest on such Security that
would be due after the related Redemption Date but for such redemption.  If such Redemption Date is not an Interest
Payment Date with respect to such Security, the amount of the next succeeding
scheduled interest payment on such Security will be reduced by the amount of
interest accrued on such Security to such Redemption Date.


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third Business Day
preceding that Redemption Date) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that Redemption
Date.


Notice of any
redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to the Holders of the Securities to be redeemed.  On and after any Redemption Date, interest
will cease to accrue on the Securities or any portion thereof called for
redemption.  On or before any Redemption
Date, the Company shall deposit with a Paying Agent (or the Trustee) money
sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date. 
If less than all of the Securities are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee by such method as the Trustee
shall deem fair and appropriate.


The Redemption
Price shall be calculated by the Independent Investment Banker and the Company,
the Trustee and any Paying Agent for the Securities shall be entitled to rely
on, and the Company, the Trustee, the Paying Agent and the Holders shall be
bound by, such calculation.


The Company shall
not be obligated to redeem or purchase the Securities pursuant to any sinking
fund or analogous provisions or at the option of the Holder thereof.


In the event of
redemption of this Security in part only, a new Security or Securities and of
like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.


The Indenture
contains provisions for defeasance at any time of the entire indebtedness of this
Security or certain restrictive covenants and Events of Default with respect to
this Security, in each case upon compliance with certain conditions set forth
in the Indenture.


At any time when
the Company is not subject to Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), upon the request of a Holder of a
Security or of a beneficial owner of an interest in a Global Security, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or beneficial owner, or to a prospective
purchaser of a Security or a beneficial interest in a Global Security
designated by such Holder or beneficial owner of such interest in order to
permit compliance by such Holder or beneficial owner with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”) in connection with
the resale of such Security by such Holder or beneficial owner.  “Rule 144A Information” shall be such
information as is specified 



 Exhibit A-4
 









pursuant to paragraph
(d)(4) of Rule 144A (or any successor provision thereto), as such provision (or
successor provision) may be amended from time to time.


The Company shall
deliver to the Trustee, who shall deliver to each Holder without charge, (i) as
soon as practicable after the end of each fiscal year, an annual report
(including a balance sheet and statements of income, stockholders’ equity and
cash flows of the Company and its consolidated subsidiaries certified by
independent public accountants) and (ii) during any period in which the Company
is subject to Section 13 or 15(d) of the Exchange Act, the annual reports,
quarterly reports and current reports which the Company is required to file
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of
the Exchange Act.


This Security
shall rank pari  passu with other existing and future unsecured
senior indebtedness of the Company.


If an Event of
Default shall occur and be continuing, the principal of all the Securities may
be declared due and payable in the manner and with the effect provided in the
Indenture.


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all the
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, premium, if any, and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.


As provided in the
Indenture and subject to certain limitations therein set forth, the transfer of
this Security is registrable in the Security Register, upon surrender of this
Security for registration of transfer at the office or agency of the Company in
the City of Chicago, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities, 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 fully registered form, without coupons, in denominations of
$1,000 and any integral multiple thereof.



 Exhibit A-5
 









As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities 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.


Prior to due
presentment of this Security for registration of transfer or exchange, 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.


This Security
shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws.


All terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


[If the
Security is a Global Security, then insert —


SCHEDULE OF
INCREASES OR DECREASES IN GLOBAL SECURITY


The initial
principal amount of this Global Security is $_______________.  The following increases or decreases in this
Global Security have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of
  increase

  in Principal

  Amount of this

  Global Security

  	
   

  	
  Principal amount

  of this Global

  Security following

  such decrease or

  increase

  	
   

  	
  Signature of

  authorized officer

  or signatory of

  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 Exhibit A-6















Exhibit B


Form of Exchange
Security or Private Exchange Security


[If
the Security is a Global Security, then insert the appropriate legend required
by Section 2.3 of the Indenture.]


[If
the Security is a Private Exchange Security and required to contain the
Restricted Securities Legend pursuant to Section 3.4(d)(2) of the Indenture,
then insert the appropriate legend required by Section 2.3 of the Indenture.]


[Insert
any legend required by the Internal Revenue Code and the regulations
thereunder.]


FBL Financial
Group, Inc.


5.875% Senior
Exchange Note due 2017


	
  No.

  	
   

  	
   

  	
  $

  	
   

  	
   

  



 


FBL Financial
Group, Inc., a corporation duly organized and existing under the laws of the
State of Iowa (herein 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 ______________________ Dollars [**If the Security is a Global Security, then insert
— or such other principal amount as shall be set forth in the Schedule of
Increases or Decreases in Global Security attached hereto**] on March 15, 2017, and to pay interest
thereon from March 12, 2007 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on March 15
and September 15 in each year, commencing September 15, 2007, at the rate of
5.875% per annum (computed on the basis of a 360-day year consisting of twelve
30-day months), until the principal hereof is paid or made available for
payment.  The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such 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, which shall be the March 1 or
September 1 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date.  Any such interest
not so punctually paid or duly provided for will 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 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 said Indenture. 
Payment 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 of
the principal of, premium, if any, and interest on this Security will be made,
subject to surrender of 



 Exhibit B-1
 









this Security in the case
of payment of principal and premium, if any, at the office or agency of the
Company maintained for that purpose in the City of Chicago, by mailing a check
for such principal, premium or interest payable to or upon the written order of
the Person entitled thereto pursuant to Section 3.7 of such Indenture, to the
address of such Person as it appears on the Security Register, or in such other
manner as may be mutually acceptable to the Company and the Trustee; provided,
however, upon written request by any Holder given to the Trustee not
later than 15 days prior to the Stated Maturity of principal or interest,
payment of principal or interest due at the Stated Maturity may be made,
subject to surrender of this Security in the case of payment of principal, by
wire transfer in immediately available funds at such place and to such account
as may be designated by the Person entitled thereto pursuant to said Section
3.7.


[Insert
any special notice provisions required by any stock exchange(s) upon which the
Security is listed.]


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


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


IN WITNESS
WHEREOF, the Company has caused this instrument to be duly executed.


Dated:


	
  

  	
   

  	
   

  	
  FBL Financial Group, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By

  	
   

  
	
  Attest:

   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  	
   

  



 


(FORM OF REVERSE)


This Security is
one of a duly authorized issue of Securities of the Company designated as its 5.875%
Senior Exchange Notes due 2017 (herein called the “Securities”), limited in
aggregate principal amount to $100,000,000, issued and to be issued under an
Indenture, dated as of March 12, 2007 (herein called the “Indenture”), between
the Company and LaSalle Bank National Association, as Trustee (herein called
the “Trustee”, which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto this Security is
subject and reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the 



 Exhibit B-2
 









Holders of the Securities
and of the terms upon which the Securities are, and are to be, authenticated
and delivered.


This Security may
be redeemed by the Company in whole or in part, at its option, at any time and
from time to time at a Redemption Price equal to the greater of (A) 100% of the
principal amount of the Securities to be redeemed or (B) as determined by an
Independent Investment Banker, the sum of the present values of the Remaining
Scheduled Payments discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 20 basis points, together with, in each case, accrued interest on the
principal amount of the Securities to be redeemed, if any, to the Redemption
Date, and any other amounts due with respect to the Securities to be
redeemed.  In connection with such
optional redemption the following defined terms apply:


“Comparable
Treasury Issue” means the United States Treasury security or securities
selected by the Independent Investment Banker as having an actual or
interpolated (on a straight-line basis) maturity comparable to the remaining term
of the Securities to be redeemed that would be utilized at the time of
selection, and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Securities.


“Comparable
Treasury Price” means, with respect to any Redemption Date, (i) the average of
the interest rates for the Comparable Treasury Issue (expressed in each case as
a percentage of its principal amount) on the third Business Day preceding that
Redemption Date, as set forth in the daily statistical release designated H.15
(519) (or any successor release) published by the Federal Reserve Bank of New
York or (ii) if such release (or any successor release) is not published or
does not contain such interest rates on such Business Day, (A) the average of
the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Independent Investment Banker for the Securities obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
quotations.


“Independent
Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.


“Reference
Treasury Dealer” means Citigroup Global Markets Inc., or AMB AMRO Incorporated,
or any of their affiliates that are primary U.S. government securities dealers,
and their respective successors and three other nationally recognized
investment banking firms that are Primary Treasury Dealers specified from time
to time by the Company; provided, however, that if any of the foregoing or
their affiliates shall cease to be a primary U.S. government securities dealer
in The City of New York (a “Primary Treasury Dealer”), the Company will
substitute therefor another Primary Treasury Dealer.


“Reference
Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury
Issue (expressed, in each case, as a percentage of its principal amount) quoted
in writing to the Independent Investment Banker 



 Exhibit B-3
 









by such Reference
Treasury Dealer at 3:30 p.m., New York City time, on the third Business Day
preceding such Redemption Date.


“Remaining
Scheduled Payments” means, with respect to each Security to be redeemed, the
remaining scheduled payments of principal of and interest on such Security that
would be due after the related Redemption Date but for such redemption.  If such Redemption Date is not an Interest
Payment Date with respect to such Security, the amount of the next succeeding
scheduled interest payment on such Security will be reduced by the amount of
interest accrued on such Security to such Redemption Date.


“Treasury Rate”
means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity (computed as of the third Business Day
preceding that Redemption Date) of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for that Redemption
Date.


Notice of any
redemption will be mailed at least 30 days but not more than 60 days before the
Redemption Date to the Holders of the Securities to be redeemed.  On and after any Redemption Date, interest
will cease to accrue on the Securities or any portion thereof called for
redemption.  On or before any Redemption
Date, the Company shall deposit with a Paying Agent (or the Trustee) money
sufficient to pay the Redemption Price of and accrued interest on the
Securities to be redeemed on such date. 
If less than all of the Securities are to be redeemed, the Securities to
be redeemed shall be selected by the Trustee by such method as the Trustee
shall deem fair and appropriate.


The Redemption
Price shall be calculated by the Independent Investment Banker and the Company,
the Trustee and any Paying Agent for the Securities shall be entitled to rely
on, and the Company, the Trustee, the Paying Agent and the Holders shall be
bound by, such calculation.


The Company shall
not be obligated to redeem or purchase the Securities pursuant to any sinking
fund or analogous provisions or at the option of the Holder thereof.


In the event of
redemption of this Security in part only, a new Security or Securities and of
like tenor for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.


The Indenture
contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.


At any time when the
Company is not subject to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), upon the request of a Holder of a
Security or of a beneficial owner of an interest in a Global Security, the
Company will promptly furnish or cause to be furnished Rule 144A Information
(as defined below) to such Holder or beneficial owner, or to a prospective
purchaser of a Security or a beneficial interest in a Global Security
designated by such Holder or beneficial owner of such interest in order to
permit 



 Exhibit B-4
 









compliance by such Holder
or beneficial owner with Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”) in connection with the resale of such Security by such
Holder or beneficial owner.  “Rule 144A
Information” shall be such information as is specified pursuant to paragraph
(d)(4) of Rule 144A (or any successor provision thereto), as such provision (or
successor provision) may be amended from time to time.


The Company shall
deliver to the Trustee, who shall deliver to each Holder without charge, (i) as
soon as practicable after the end of each fiscal year, an annual report
(including a balance sheet and statements of income, stockholders’ equity and
cash flows of the Company and its consolidated subsidiaries certified by
independent public accountants) and (ii) during any period in which the Company
is subject to Section 13 or 15(d) of the Exchange Act, the annual reports,
quarterly reports and current reports which the Company is required to file
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of
the Exchange Act.


This Security
shall rank pari  passu with other existing and future unsecured
senior indebtedness of the Company.


If an Event of
Default shall occur and be continuing, the principal of all the Securities may
be declared due and payable in the manner and with the effect provided in the
Indenture.


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of
the Holders of the Securities under the Indenture at any time by the Company
and the Trustee with the consent of the Holders of 66 2/3% in aggregate
principal amount of the Securities at the time Outstanding.  The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount
of the Securities at the time Outstanding, on behalf of the Holders of all the
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, premium, if any, and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.


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



 Exhibit B-5
 









The Securities are
issuable only in registered form without coupons in denominations of $1,000 and
any integral multiple 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 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.


Prior to due
presentment of this Security for registration of transfer or exchange, 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.


This Security
shall be governed by and construed in accordance with the laws of the State of
New York without regard to principles of conflicts of laws.


All terms used in
this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


[If the
Security is a Global Security, then insert —


SCHEDULE OF INCREASES OR
DECREASES IN GLOBAL SECURITY


The initial
principal amount of this Global Security is $______________.  The following increases or decreases in this
Global Security have been made:


 


	
  Date of Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global

  Security

  	
   

  	
  Amount of
  increase

  in Principal

  Amount of this

  Global Security

  	
   

  	
  Principal amount

  of this Global

  Security following

  such decrease or

  increase

  	
   

  	
  Signature of

  authorized officer

  or signatory of

  Trustee

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 



 Exhibit B-6















Exhibit C


FORM OF TRANSFER
CERTIFICATE:

RULE 144A GLOBAL SECURITY TO REGULATION S

GLOBAL SECURITY

(For transfers pursuant to § 3.4(b)(2)

of the Indenture)


	
  LaSalle Bank National Association, as Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Re:

  	
  FBL Financial Group, Inc.

  
	
   

  	
   

  	
  5.875% Senior Notes due 2017 (the “Securities”)

  
							



 


Reference is
hereby made to the Indenture, dated as of March 12, 2007 (the “Indenture”),
between FBL Financial Group, Inc. (the “Company”) and LaSalle Bank National
Association, as Trustee.  Capitalized
terms used but not defined herein shall have the meanings given to them in
Regulation S or the Indenture, as the case may be.


This certificate
relates to U.S. $___________ aggregate principal amount of Securities (the “Specified
Securities”), which are evidenced by the Rule 144A Global Security (CUSIP No.
__________) and held with the Depositary in the name of [**insert name of transferor**] (the “Transferor”).


The Transferor
hereby certifies that either (i) it is the sole beneficial owner of the
Specified Securities or (ii) it is acting on behalf of all the beneficial
owners of the Specified Securities and is duly authorized by them to do
so.  Such beneficial owner or owners are
referred to herein collectively as the “Owner”.


The Owner has
requested a transfer of the Specified Securities to a person (the “Transferee”)
who will take delivery thereof in the form of an equal aggregate principal
amount of Securities evidenced by the Regulation S Global Security (CUSIP No.
U3136RAB4).  In connection with such
request and in respect of such Specified Securities, the Owner hereby certifies
that such transfer is being effected in accordance with Rule 904, Rule 903 or
Rule 144 under the Securities Act and with all applicable securities laws of
the states of the United States and other jurisdictions.  Accordingly, the Owner hereby further
certifies as follows:


(1)           Rule 904 Transfers.  If the transfer is being effected in
accordance with Rule 904 of Regulation S:


(A)          the
Owner is not a distributor of the Securities, an affiliate of the Company or
any such distributor or a person acting on behalf of any of the foregoing;



 Exhibit C-1
 









(B)           the
offer of the Specified Securities was not made to a person in the United
States;


(C)           either:


(i)            at
the time the buy order was originated, the Transferee was outside the United
States or the Owner and any person acting on its behalf reasonably believed
that the Transferee was outside the United States, or


(ii)           the
transaction is being executed in, on or through the facilities of the Eurobond
market, as regulated by the International Securities Market Association, or
another designated offshore securities market and neither the Owner nor any
person acting on its behalf knows that the transaction has been prearranged with
a buyer in the United States;


(D)          no
directed selling efforts have been made in the United States by or on behalf of
the Owner or any affiliate thereof in contravention of the requirements of Rule
904(a) of Regulation S;


(E)           if
the Owner is a dealer in securities or has received a selling concession, fee
or other remuneration in respect of the Specified Securities, and the transfer
is to occur during the Restricted Period, then the requirements of Rule
904(b)(1) of Regulation S have been satisfied; and


(F)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.


(2)           Rule 903 Transfers.  If the transfer is being effected in
accordance with Rule 903 of Regulation S:


(A)          the
Owner is a distributor of the Securities, an affiliate of the Company or any
such distributor or a person acting on behalf of any of the foregoing;


(B)           the
offer of the Specified Securities was not made to a person in the United
States;


(C)           either:


(i)            at
the time the buy order was originated, the Transferee was outside the United
States or the Owner and any person acting on its behalf reasonably believed
that the Transferee was outside the United States, or


(ii)           the
transaction is being executed in, on or through a physical trading floor of an
established foreign securities exchange that is located outside the United
States;



 Exhibit C-2
 









(D)          no
directed selling efforts have been made in the United States by or on behalf of
the Owner or any affiliate thereof in contravention of the requirements of Rule
903 of Regulation S; and


(E)           the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act.


(3)           Rule 144 Transfers.  If the transfer is being effected pursuant to
Rule 144, the transfer is occurring after [**insert
date that is two years after the date the Securities were issued**] and the Owner is not, and during the
preceding three months has not been, an affiliate of the Company.


(4)           Transfers Prior to the Expiration of the Distribution
Compliance Period.  If the
transfer is being effected prior to the expiration of the 40-day Distribution
Compliance Period (as defined in Regulation S), interests in the Specified
Security transferred to a Regulation S Global Security may be held only through
Agent Members acting for and on behalf of Euroclear and Clearstream.


We understand that
this certificate is required in connection with certain securities laws of the
United States.  In connection therewith,
if administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such
proceeding.  This certificate and the
statements contained herein are made for your benefit and the benefit of the
Company and the underwriters or initial purchasers, if any, of the initial
offering of such Securities being transferred.


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print the name of the Transferor, as such term is
  defined in the second paragraph of this certificate.)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (If the Transferor is a corporation, partnership or
  fiduciary, the title of the person signing on behalf of the Transferor must
  be stated.)

  
	
   

  	
   

  	
   

  	
   

  
	
  cc:

  	
  FBL Financial Group, Inc.

  	
   

  	
   

  
	
   

  	
  5400 University Avenue

  	
   

  	
   

  
	
   

  	
  West Des Moines, Iowa 50266

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 



 Exhibit C-3