Common use of Conversion Request Clause in Contracts

Conversion Request. To: [First Union National Bank of South Carolina] as Property Trustee of Insignia Financing II The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Convertible Preferred Securities, or the portion below designated, into Common Stock of Insignia Financial Group, Inc. (the "Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________, 20__ (as amended from time to time, the "Declaration"), by the Regular Trustees named therein, First Union Bank of Delaware, as Delaware Trustee, [First Union National Bank of South Carolina,] as Property Trustee, Insignia Financial Group, Inc., as Sponsor, and by the Holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Convertible Preferred Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Stock (at the conversion rate specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole in part Number of Convertible Preferred Securities to be converted: --------------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________ ----------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Conversion Request. To: [First Union Firstar Bank, National Bank of South Carolina] Association as Property Trustee of Insignia Financing II Chemed Capital Trust The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Convertible Preferred Securities, or the portion below designated, into Common Stock capital stock, par value $1.00 per share, of Insignia Financial Group, Inc. CHEMED CORPORATION (the "Common Parent Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________, 20__ Trust (as amended from time to time, the "Declaration"), dated as of February 7, 2000, by the Regular Trustees named thereinXxxxx X. XxXxxxxx, Xxxxxxx X. X'Xxxxx and Xxxxxx X. Xxxxx as Administrative Trustees, First Union Bank of DelawareTrust Company, National Association, as Delaware Trustee, [First Union Firstar Bank, National Bank of South Carolina,] Association, as Property Trustee, Insignia Financial Group, Inc.Chemed Corporation, as Sponsor, and by the Holders, from time to time, of undivided individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Convertible Preferred Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Parent Stock (at the conversion rate specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole __ in part ______ Number of Convertible Preferred Securities to be converted: --------------------------------------- -------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Parent Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________ ----------------------------- :* ---------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bankis, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.) --------------------- ASSIGNMENT FOR VALUE RECEIVED, as amendedthe undersigned assigns and transfers this Preferred Security to: (Insert assignee's social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints agent to transfer this Preferred Security on the books of the Trust. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES REThe agent may substitute another to act for him or her. Date: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] BySignature: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases ________ (Sign exactly as your name appears on the other side of this Preferred Security Certificate) Signature Guarantee:** -------------------- ** (Signature must be guaranteed by an "eligible guarantor institution" that is, a bank, stockbroker, savings and loan association or decreases credit union meeting the requirements of the Registrar, which requirements include membership or participation in the number Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 1934.) 100 EXHIBIT A-2 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT [FORM OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. FACE OF SECURITY] [OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTUREDECLARATION) OF INSIGNIA FINANCIAL GROUP, INC. CHEMED CORPORATION.] Certificate Number: Number Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Securities Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing IIChemed Capital Trust, a statutory business trust created formed under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ -------------------------------------------------------- (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 27 per Convertible Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________February 7, 20__2000, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Reference is hereby made to select provisions of the Common Securities set forth on the reverse hereof, which select provisions shall for all purposes have the same effect as if set forth at this place. 101 Upon receipt of this certificate, the Holder Sponsor is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, treat for United States federal income tax purposes, purposes the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Conversion Request. To: [First Union National Bank of South Carolina] Carolina as Property Trustee of Insignia Financing II The undersigned owner of these Preferred Common Securities hereby irrevocably exercises the option to convert these Convertible Preferred Common Securities, or the portion below designated, into Common Stock of Insignia Financial Group, Inc. (the "Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________, 20__ (as amended from time to timetime , the "Declaration"), by the Regular Trustees named therein, First Union Bank of Delaware, as Delaware Trustee, [First Union National Bank of South Carolina,] as Property Trustee, Insignia Financial Group, Inc., as Sponsor, and by the Holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred Common Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Convertible Preferred Common Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Convertible Preferred Common Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Stock (at the conversion rate specified in the terms of the Convertible Preferred Common Securities set forth as Annex I to the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole in part Number of Convertible Preferred Common Securities to be converted: --------------------------------------- --------------------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- Signature Guarantee:*________________________ ----------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Common Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- appoints________________________________________________________ ________________________________________________________________________________ __________________________________________agent to transfer this Convertible Preferred Common Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Common Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE XXXXXXX X-0 SPECIMEN OF DEBENTURE {(FORM OF FACE OF CONVERTIBLE DEBENTURE)} {IF THE DEBENTURE IS TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust A GLOBAL DEBENTURE, INSERT THE FOLLOWING -- This Debenture is a Book Entry Debenture within the meaning of the Indenture hereinafter referred to and is registered in the name of a Depositary or a nominee of a Depositary. This Debenture is exchangeable for Convertible Preferred Securities Debentures registered in the name of Insignia Financing II This Certificate relates a Person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Debenture (other than a transfer of this Debenture as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary) may be registered except in such limited circumstances. Unless this Debenture is presented by an authorized representative of The Depositary Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx) to the issuer or its agent for registration of transfer, exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor")payment, prior to the Resale Restriction Termination Date (as defined and any Debenture issued is registered in the legend on name of Cede & Co. or such other name as requested by an authorized representative of The Depositary Trust Company and any payment hereon is made to Cede & Co. or such other person or entity so named by The Depositary Trust Company, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL since the face of this Certificate). The Transferor (check applicable box): registered owner hereof, Cede & Co., has requested the Registrar by written order to deliveran interest herein.} {IF THE DEBENTURE IS TO INCLUDE THE RESTRICTED SECURITIES LEGEND, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF THE FOLLOWING-- THIS SECURITY AND ANY COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS STOCK ISSUED ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), AND OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENTAPPLICABLE EXEMPTION THEREFROM. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN)HOLDER OF THIS SECURITY, THIS SECURITY MAY NOT BE OFFEREDBY ITS ACCEPTANCE HEREOF, SOLDREPRESENTS, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN ACKNOWLEDGES, AND AGREES FOR THE INDENTURE) BENEFIT OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the THE "Trust"), hereby certifies that _________________ (the "HolderCOMPANY") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities THAT: (liquidation amount $50 per Common SecurityI) IT HAS ACQUIRED A "RESTRICTED SECURITY" THAT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT; (II) IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF (X) THE EARLIER OF THE ORIGINAL ISSUE DATE HEREOF AND THE ORIGINAL ISSUE DATE OF ANY PREDECESSOR OF THIS SECURITY AND (Y) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (the THE "Common SecuritiesRESALE RESTRICTION TERMINATION DATE"). The Common Securities are transferable on the books and records of the Trust) EXCEPT (A) TO THE COMPANY, in person or by a duly authorized attorney(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, upon surrender of this certificate duly endorsed and in proper form for transfer. The designationOR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, rightsIN EACH CASE, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION; AND

Conversion Request. To: [First Union National The Bank of South Carolina] New York, as Property Trustee of Insignia Financing II Conversion Agent: The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Convertible Preferred Securities, or the portion below designated, into Common Stock of Insignia Financial GroupReinsurance Group of America, Inc. (the "Common Stock") Incorporated in accordance with the terms and conditions of the Amended and Restated Declaration Trust Agreement of Trust[RGA Capital Trust III / RGA Capital Trust IV] (the “Trust Agreement”), dated as of __________, 20__ (20 , among Reinsurance Group of America, Incorporated, as amended from time to timeDepositor, the "Declaration"), by the Regular Trustees named therein, First Union The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, [First Union National Bank of South Carolina,] as Property Trustee, Insignia Financial Group, Inc., as Sponsor, the Administrative Trustees and by the Holders, Holders from time to timetime (each, of undivided beneficial interests in the Trust to be issued pursuant to the Declarationas defined therein). Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred Securities, the undersigned hereby directs the you, as Conversion Agent (as that term is defined in the DeclarationTrust Agreement) to (i) exchange such Convertible Preferred Securities for a portion of the Debentures Debt Securities (as that term is defined in the DeclarationTrust Agreement) held by the Trust (at the rate of exchange Conversion Ratio specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration) Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Stock (at the conversion rate Conversion Rate specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration)Trust Agreement. The undersigned does also hereby direct the directs you, as Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole in part Number of Convertible Preferred Securities to be converted: --------------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________ ----------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- persons. ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _ _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ____________________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that ________________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.Dated:

Conversion Request. To: [First Union National Bank of South Carolina] Wilmington Trust Company, as Property Institutional Trustee of Insignia Nuevo Financing II I The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Convertible Trust Preferred Securities, or the portion below designated, into Common Stock of Insignia Financial Group, Inc. Nuevo Energy Company (the "Nuevo Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________December 23, 20__ 1996 (as amended from time to time, the "Declaration"), by the Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx III and Xxxxxx X. Xxxx, as Regular Trustees named thereinTrustees, First Union Bank of DelawareWilmington Trust Company, as Delaware Trustee, [First Union National Bank of South Carolina,] Wilmington Trust Company, as Property Institutional Trustee, Insignia Financial Group, Inc.Nuevo Energy Company, as Sponsor, and by the Holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Trust Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Convertible Trust Preferred Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Convertible Trust Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Nuevo Common Stock (at the conversion rate specified in the terms of the Convertible Trust Preferred Securities set forth as Annex I to the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole in part Number of Convertible Trust Preferred Securities to be convertedConverted: --------------------------------------- ______________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Nuevo Common Stock are to be issued, along with the address or addresses of such person Person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Persons ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ ____________________________________ Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*___________________________________ ----------------------------- ____________________________________ ___________________________________ ____________________________________ ___________________________________ ____________________________________ Signature Guarantee:* _________________________________________________________ __________________ * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Conversion Request. To: [First Union National Bank Wilmington Trust Company, as Conversion Agent under the Trust Agreement of South Carolina] as Property Trustee of Insignia Financing II Gentiva Trust The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Convertible Preferred Securities, or the portion below designated, into Common Stock common stock of Insignia Financial GroupGENTIVA HEALTH SERVICES, Inc. INC., par value $.10 per share (the "Common Stock") ), in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________, 20__ (as amended from time to time, the "Declaration"), by the Regular Trustees named therein, First Union Bank of Delaware, as Delaware Trustee, [First Union National Bank of South Carolina,] as Property Trustee, Insignia Financial Group, Inc., as Sponsor, and by the Holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to the DeclarationAgreement. Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the DeclarationTrust Agreement) to (i) exchange such Convertible Preferred Securities for a portion of the Debentures (as that term is defined in the DeclarationTrust Agreement) held by the Trust (at the rate of exchange Conversion Price specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration) Trust Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Stock (at the conversion rate Conversion Price specified in the terms Trust Agreement. The number of the Convertible shares issuable upon conversion of Preferred Securities set forth as Annex I shall be determined by (i) multiplying the number of Preferred Securities to be converted by $50 and (ii) dividing such amount by the Declaration)Conversion Price in effect on the Conversion Date. The undersigned does also hereby direct directs the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. If the undersigned is a BHCA Person (as that term is defined in the Trust Agreement, the undersigned certifies that it is in compliance with Section 4.3(a) of the Trust Agreement. Date: _________________, _____ in whole in part Number of Convertible Preferred Securities to be converted: --------------------------------------- _____________ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature persons. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Sign exactly as your name appears on the other side of this Trust Security certificate) (for conversion of definitive Preferred Securities only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________ ----------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: Number. -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Signature Guarantee*:____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- _______________________ *(Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is is, a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ) CERTIFICATE TO BE DELIVERED UPON FOR EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RERe: 10% Trust Convertible Shared Preference Redeemable Securities ("SPuRS" or "Preferred Securities of Insignia Financing II Securities) This Certificate relates to the exchange or registration for transfer of _________ Preferred Securities held by _________ (numberthe "Transferor"). The Transferor has requested the Trustee by written order to exchange or register the transfer of a Preferred Security or Preferred Securities. In connection with such request and in respect of each such security, the Transferor does hereby certify to the Depositor and the Trustee that Transferor is familiar with the Trust Agreement relating to the above captioned Preferred Securities and, as provided in Section 5.4 and Section 5.5 of such Trust Agreement, the transfer of this Preferred Security does not require registration under the Securities Act (as defined below) Convertible because: [ ] Such Preferred Security is being acquired for the Transferor's own account, without transfer. [ ] Such Preferred Security is being transferred pursuant to an effective registration statement under the Securities Act. [ ] Such Preferred Security is being transferred to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A. [ ] Such Preferred Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act pursuant to Regulation S, Rule 144 or otherwise (other than pursuant to Rule 144A) under the Securities Act. An opinion of counsel to the effect that such transfer does not require registration under the Securities Act accompanies this Certificate. If this certificate is being delivered in connection with a transfer or exchange of Preferred Securities held by a BHCA Person (as that term is defined in (check applicable boxthe Trust Agreement), such BHCA Person certifies that this transfer or exchange complies with Section 4.3(a) book-entry of the Trust Agreement. You are entitled to rely upon this certificate and you are irrevocably authorized to produce this certificate or definitive form by a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. ____________________________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be :__________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _______________________ (Date: OPTION OF HOLDER TO ELECT PURCHASE If you wish to have Preferred Securities represented by this certificate purchased by the "Holder") is the registered owner of common securities Depositor pursuant to Article X of the Trust representing undivided beneficial interests in Agreement, check the assets Box: [ ] If you wish to have a portion of the Preferred Securities represented by this certificate purchased by the Depositor pursuant to Article X of the Trust designated Agreement, state the 10% Trust Convertible Common number of Preferred Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject you wish to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of have purchased: __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures._ Date: ___________________

Conversion Request. To: [First Union National West Des Moines State Bank of South Carolina] as Property Trustee of Insignia Financing II American Equity Capital Trust I The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Convertible Trust Preferred Securities, or the portion below designated, into Common Stock of Insignia Financial Group, Inc. AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY (the "American Equity Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________, 20__ Trust (as amended from time to time, the "Declaration"), dated as of September 7, 1999, by the Regular Trustees named thereinXxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxx, as Administra tive Trustees, First Union Bank of DelawareTrust Company, National Association, as Delaware Trustee, [First Union National Bank of South Carolina,] West Des Moines State Bank, as Property Trustee, Insignia Financial Group, Inc.American Equity Investment Life Holding Company, as Sponsor, and by the Holders, from time to time, of undivided individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Trust Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Convertible Trust Preferred Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Convertible Trust Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into American Equity Common Stock (at the conversion rate specified in the terms of the Convertible Trust Preferred Securities set forth as Annex I to the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole __ in part __ Number of Convertible Trust Preferred Securities to be converted: --------------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________ ----------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.:

Conversion Request. To: [First Union National Bank of South Carolina] Wilmington Trust Company as Property Institutional Trustee of Insignia Nuevo Financing II I The undersigned owner of these Preferred Common Securities hereby irrevocably exercises the option to convert these Convertible Preferred Common Securities, or the portion below designated, into Common Stock of Insignia Financial Group, Inc. Nuevo Energy Company (the "Nuevo Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, Trust dated as of __________December 23, 20__ 1996 (as amended from time to time, the "Declaration"), by the Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx III and Xxxxxx X. Xxxx, as Regular Trustees named thereinTrustees, First Union Bank of DelawareWilmington Trust Company, as Delaware Trustee, [First Union National Bank of South Carolina,] Wilmington Trust Company, as Property Institutional Trustee, Insignia Financial Group, Inc.Nuevo Energy Company, as Sponsor, and by the Holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred Common Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Convertible Preferred Common Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Convertible Preferred Common Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Nuevo Common Stock (at the conversion rate specified in the terms of the Convertible Preferred Common Securities set forth as Annex I to the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person Person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole in part Number of Convertible Preferred Common Securities to be converted: --------------------------------------- _____ If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Nuevo Common Stock are to be issued, along with the address or addresses of such person Person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Persons __________________________________ _____________________________________ __________________________________ _____________________________________ __________________________________ _____________________________________ __________________________________ _____________________________________ _________________________________ Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________________________ ----------------------------- _____________________________________ __________________________________ _____________________________________ __________________________________ _____________________________________ Signature Guarantee:* __________________________________________________________ __________________ * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Conversion Request. To: [First Union National Bank of South Carolina] Wilmington Trust Company as Property Trustee of Insignia Vanstar Financing II Trust The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Convertible Preferred Securities, or the portion below designated, into Common Stock of Insignia Financial Group, Inc. VANSTAR CORPORATION (the "Vanstar Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________, 20__ Trust (as amended from time to time, the "Declaration"), dated as of October 2, 1996, by the Xxxx X. Xxxxxxx, Xx., as Regular Trustees named thereinTrustee, First Union Bank of DelawareWilmington Trust Company, as Delaware Trustee, [First Union National Bank of South Carolina,] Wilmington Trust Company, as Property Trustee, Insignia Financial Group, Inc.Vanstar Corporation, as Sponsor, and by the Holders, from time to time, of undivided individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Convertible Preferred Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures Debentures, on behalf of the undersigned, into Vanstar Common Stock (at the conversion rate specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole in part Number of Convertible Preferred Securities to be converted: --------------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________ ----------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.

Conversion Request. To: [First Union National Bank of South Carolina] Wilmington Trust Company, as Property Trustee of Insignia Financing II Suiza Capital Trust The undersigned owner of these Preferred Securities hereby irrevocably exercises the option to convert these Convertible Preferred Securities, or the portion below designated, into Common Stock of Insignia Financial Group, Inc. SUIZA FOODS CORPORATION (the "Suiza Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of __________, 20__ Trust (as amended from time to time, the "Declaration"), dated as of February 20, 1998, by the Michxxx Xxxxx, xx Regular Trustees named thereinTrustee, First Union Bank of DelawareWilmington Trust Company, as Delaware Trustee, [First Union National Bank of South Carolina,] Wilmington Trust Company, as Property Trustee, Insignia Financial Group, Inc.Suiza Foods Corporation, as Sponsor, and by the Holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Convertible Preferred Securities for a portion of the Debentures (as that term is defined in the Declaration) held by the Trust (at the rate of exchange specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures Debentures, on behalf of the undersigned, into Suiza Common Stock (at the conversion rate specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration). The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________Any holder, _____ in whole in part Number upon the exercise of Convertible Preferred Securities to be converted: --------------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Common Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature (for its conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________ ----------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all rights in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books terms of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on Declaration and the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating agrees to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented be bound by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I Registration Rights Agreement relating to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits Suiza Common Stock issuable upon conversion of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the DebenturesPreferred Securities.

Conversion Request. To: [First Union National Bank of South Carolina] Wilmington Trust Company, as Property Trustee of Insignia Financing II Xxxxxxxx Capital Trust I The undersigned owner of these Preferred Securities Debentures hereby irrevocably exercises the option to convert these Convertible Preferred SecuritiesDebentures, or the portion below designated, into Common Stock common stock of Insignia Xxxxxxxx Financial Group, Inc. (the "Common Stock") Corporation in accordance with the terms of the Indenture, dated April 10, 2009, between Xxxxxxxx Financial Corporation and Wilmington Trust Company, as Debenture Trustee (the “Indenture”) and the Amended and Restated Declaration of Trust, dated as of __________, 20__ Trust (as amended from time to time, the "“Declaration"”), dated as of April 10, 2009, by the Regular Trustees named thereinXxxxxxx X. Xxxxxx, First Union Bank of DelawareXxxxx Xxxxxxx, and Xxxx Xxxxxxxx as Administrative Trustees, Wilmington Trust Company, as Delaware Trustee, [First Union National Bank of South Carolina,] as Trustee and Property Trustee, Insignia Xxxxxxxx Financial Group, Inc.Corporation, as SponsorDepositor, and by the Holders, from time to time, of undivided beneficial interests in the assets of the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Convertible Preferred SecuritiesDebentures, the undersigned hereby directs the Conversion Agent on the Conversion Date (as that term is such terms are defined in the Declaration) to (i) exchange such Convertible Preferred Securities Debentures for a portion the common stock of the Debentures (as that term is defined in the Declaration) held by the Trust (Xxxxxxxx Financial Corporation at the rate of exchange specified in the terms of Declaration and the Convertible Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Common Stock (at the conversion rate specified in the terms of the Convertible Preferred Securities set forth as Annex I to the Declaration)Indenture. The undersigned does also hereby direct the Conversion Agent that the shares issuable and deliverable upon conversion, together with any check in payment for fractional shares, be issued in the name of and delivered to the undersigned, unless a different name has been indicated in the assignment below. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole in part Number of Convertible Preferred Securities Debentures to be converted: --------------------------------------- If a name or names other than the undersigned, please indicate in the spaces below the name or names in which the shares of Xxxxxxxx Financial Corporation Common Stock are to be issued, along with the address or addresses of such person or persons --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- --------------------------------------- Signature Guarantee:*__________________ ----------------------------- * (Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Conversion Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Conversion Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Convertible Preferred Security Certificate topersons: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert address and zip code of assignee) and irrevocably appoints -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- ____________________________________agent to transfer this Convertible Preferred Security Certificate on the books of the Trust. The agent may substitute another to act for him or her. Date: --------------------------- Signature: ---------------------- (Sign exactly as your name appears on the other side of this Convertible Preferred Security Certificate) Signature Guarantee** ---------------------------------------------------------- ---------------------------------------------------------- ** Signature must be guaranteed by an "eligible guarantor institution" that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF SECURITIES RE: 10% Trust Convertible Preferred Securities of Insignia Financing II This Certificate relates to the exchange or registration for transfer of _______ (number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (the "Transferor"), prior to the Resale Restriction Termination Date (as defined in the legend on the face of this Certificate). The Transferor (check applicable box): has requested the Registrar by written order to deliver, in exchange for its beneficial interest in a Global Preferred Security held by the Depositary, Convertible Preferred Securities in definitive registered form of authorized denominations and an aggregate number of Convertible Preferred Securities equal to its beneficial interest in such Global Preferred Security (or portion thereof as indicated above); or has requested the Registrar by written order to exchange or register the transfer of such Convertible Preferred Securities. In connection with such request and in respect of all such Convertible Preferred Securities, the Transferor does hereby certify that Transferor is familiar with the Declaration relating to the above-captioned Convertible Preferred Securities and, as provided in Section 9.2(a)(ii)(C)(ii) or Section 9.2(e)(i)(B)(i) of such Declaration, the transfer of these Convertible Preferred Securities does not require registration under the Securities Act because such Convertible Preferred Securities are being transferred pursuant to an available exemption from the registration requirements of the Securities Act and an opinion of counsel to the effect that such transfer is in compliance with the Securities Act accompanies this Certificate. Such Convertible Preferred Securities are being acquired for the Transferor's own account (in satisfaction of Section 9.2(a)(ii)(A) or Section 9.2(e)(i)(A) of the Declaration). Such Convertible Preferred Securities are being transferred pursuant to an effective registration statement under the Securities Act (in satisfaction of Section 9.2(a)(ii)(C)(i) or Section 9.2(e)(i)(B)(ii) of the Declaration). ---------------------------------- [INSERT NAME OF TRANSFEROR] By: ------------------------------- Date: --------------------------- {TO BE ATTACHED TO GLOBAL SECURITIES} SCHEDULE A The original number of Convertible Preferred Securities represented by this Global Certificate shall be __________. The following increases or decreases in the number of Convertible Preferred Securities represented by this Global Certificate have been made: Amount of Amount of Number of increase in decrease in Securities Signature of Date of number of number of following each authorized increase/decrease Securities Securities increase/decrease officer of Trustee ----------------- ---------- ---------- ----------------- ------------------ XXXXXXX X-0 FORM OF COMMON SECURITY CERTIFICATE THIS COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT. OTHER THAN AS PROVIDED IN THE DECLARATION (AS DEFINED HEREIN), THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A RELATED PARTY (AS DEFINED IN THE INDENTURE) OF INSIGNIA FINANCIAL GROUP, INC. Certificate Number: Number of Common Securities: --------------------------------------- -------------------------------------- Certificate Evidencing Common Securities of INSIGNIA FINANCING II 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) Insignia Financing II, a statutory business trust created under the laws of the State of Delaware (the "Trust"), hereby certifies that _________________ (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the 10% Trust Convertible Common Securities (liquidation amount $50 per Common Security) (the "Common Securities"). The Common Securities are transferable on the books and records of the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designation, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities represented hereby are issued and shall in all respects be subject to the provisions of the Amended and Restated Declaration of Trust of the Trust dated as of __________, 20__, as the same may be amended from time to time (the "Declaration"), including the designation of the terms of the Common Securities as set forth in Annex I to the Declaration. Capitalized terms used herein but not defined shall have the meaning given them in the Declaration. The Holder is entitled to the benefits of the Common Securities Guarantee to the extent provided therein. The Sponsor will provide a copy of the Declaration, the Common Securities Guarantee and the Indenture to a Holder without charge upon written request to the Sponsor at its principal place of business. Upon receipt of this certificate, the Holder is bound by the Declaration and is entitled to the benefits thereunder. By acceptance, the Holder agrees to treat, for United States federal income tax purposes, the Debentures as indebtedness and the Common Securities as evidence of indirect beneficial ownership in the Debentures.: