Common use of Conversion Request Clause in Contracts

Conversion Request. To: West Des Moines State Bank as Property Trustee of American Equity Capital Trust I The undersigned owner of these Trust Common Securities hereby irrevocably exercises the option to convert these Trust Common Securities, or the portion below designated, into Common Stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY (the "American Equity Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust (the "Declaration"), dated as of September 7, 1999, 1999, by Xxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxx, as Administrative Trustees, First Union Trust Company, National Association, as Delaware Trustee, West Des Moines State Bank, as Property Trustee, American Equity Investment Life Holding Company, as Sponsor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust 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 Trust Common 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 Trust 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 Trust 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 American Equity 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 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.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common 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 Trust 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 Trust 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.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture

Conversion Request. To: West Des Moines State Bank Wilmington Trust Company, as Property Trustee of American Equity Suiza Capital Trust I The undersigned owner of these Trust Common Preferred Securities hereby irrevocably exercises the option to convert these Trust Common Preferred Securities, or the portion below designated, into Common Stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY SUIZA FOODS CORPORATION (the "American Equity Suiza Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust (the "Declaration"), dated as of September 7February 20, 1999, 19991998, by Xxxxx X. Xxxxxxxxxx and Xxxxx X. XxxxxxxMichxxx Xxxxx, as Administrative Trusteesxx Regular Trustee, First Union Wilmington Trust Company, National Association, as Delaware Trustee, West Des Moines State BankWilmington Trust Company, as Property Trustee, American Equity Investment Life Holding CompanySuiza Foods Corporation, as Sponsor, and by the Holders, from time to time, of individual undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust Common 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 Trust Common Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures Debentures, on behalf of the undersigned, into American Equity Suiza Common Stock (at the conversion rate specified in the terms of the Trust Common 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 Trust 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 American Equity 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 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 rights in accordance with the Securities Exchange Act of 1934, as amended.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common 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 Trust Common Security Certificate on the books terms of the Trust. The agent may substitute another Declaration and the Preferred Securities, agrees to act for him or her. Date:___________________ Signature:______________ (Sign exactly as your name appears on be bound by the other side of this Trust 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 terms of the Registrar, which requirements include membership or participation in Registration Rights Agreement relating to the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by Suiza Common Stock issuable upon conversion of the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedPreferred Securities.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture

Conversion Request. To: West Des Moines State Bank Wilmington Trust Company as Property Trustee of American Equity Capital Vanstar Financing Trust I The undersigned owner of these Trust Common Securities hereby irrevocably exercises the option to convert these Trust Common Securities, or the portion below designated, into Common Stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY VANSTAR CORPORATION (the "American Equity Vanstar Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust (the "Declaration"), dated as of September 7October 2, 1999, 19991996, by Xxxxx X. Xxxxxxxxxx and Xxxxx Xxxx X. Xxxxxxx, Xx., as Administrative TrusteesRegular Trustee, First Union Wilmington Trust Company, National Association, as Delaware Trustee, West Des Moines State BankWilmington Trust Company, as Property Trustee, American Equity Investment Life Holding CompanyVanstar Corporation, as Sponsor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust 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 Trust Common Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into American Equity Vanstar Common Stock (at the conversion rate specified in the terms of the Trust 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 Trust 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 American Equity 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 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.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common 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 Trust 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 Trust 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.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenturethe

Conversion Request. To: West Des Moines State Bank as Property Trustee of American Equity Capital Trust I The undersigned owner of these Trust Common Preferred Securities hereby irrevocably exercises the option to convert these Trust Common Preferred Securities, or the portion below designated, into Common Stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY (the "American Equity Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust (the "Declaration"), dated as of September 7, 1999, 1999, by Xxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxx, as Administrative Administra tive Trustees, First Union Trust Company, National Association, as Delaware Trustee, West Des Moines State Bank, as Property Trustee, American Equity Investment Life Holding Company, as Sponsor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust Common 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 Trust Common 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 Trust Common 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 Trust Common 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 American Equity 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 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.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common 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 Trust 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 Trust 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.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture

Conversion Request. To: West Des Moines State Bank Wilmington Trust Company as Property Institutional Trustee of American Equity Capital Trust Nuevo Financing I The undersigned owner of these Trust Common Securities hereby irrevocably exercises the option to convert these Trust Common Securities, or the portion below designated, into Common Stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY Nuevo Energy Company (the "American Equity Nuevo Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust dated as of December 23, 1996 (as amended from time to time, the "Declaration"), dated as of September 7, 1999, 1999, by Xxxxx X. Xxxxxxxxxx and Xxxxx Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx III and Xxxxxx X. Xxxx, as Administrative Regular Trustees, First Union Wilmington Trust Company, National Association, as Delaware Trustee, West Des Moines State BankWilmington Trust Company, as Property Institutional Trustee, American Equity Investment Life Holding Nuevo Energy Company, as Sponsor, and by the Holders, from time to time, of individual undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust 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 Trust Common Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into American Equity Nuevo Common Stock (at the conversion rate specified in the terms of the Trust 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 Trust 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 American Equity 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, is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the RegistrarConversion 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 Registrar 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 Trust Common 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 Trust 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 Trust 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.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture)

Conversion Request. To: West Des Moines State Bank Wilmington Trust Company, as Property Institutional Trustee of American Equity Capital Trust Nuevo Financing I The undersigned owner of these Trust Common Preferred Securities hereby irrevocably exercises the option to convert these Trust Common Preferred Securities, or the portion below designated, into Common Stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY Nuevo Energy Company (the "American Equity Nuevo Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust Trust, dated as of December 23, 1996 (as amended from time to time, the "Declaration"), dated as of September 7, 1999, 1999, by Xxxxx X. Xxxxxxxxxx and Xxxxx Xxxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxx III and Xxxxxx X. Xxxx, as Administrative Regular Trustees, First Union Wilmington Trust Company, National Association, as Delaware Trustee, West Des Moines State BankWilmington Trust Company, as Property Institutional Trustee, American Equity Investment Life Holding Nuevo Energy Company, as Sponsor, and by the Holders, from time to time, of individual undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust Common 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 Trust Common Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into American Equity Nuevo Common Stock (at the conversion rate specified in the terms of the Trust Common 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 Trust Common 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 American Equity 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, is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the RegistrarConversion 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 Registrar 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 Trust Common 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 Trust 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 Trust 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.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture)

Conversion Request. To: West Des Moines State Bank Wilmington Trust Company, as Property Trustee of American Equity Xxxxxxxx Capital Trust I The undersigned owner of these Trust Common Securities Debentures hereby irrevocably exercises the option to convert these Trust Common SecuritiesDebentures, or the portion below designated, into Common Stock common stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY (the "American Equity Common Stock") Xxxxxxxx Financial 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 (as amended from time to time, the "“Declaration"”), dated as of September 7April 10, 1999, 19992009, by Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxx, and Xxxx Xxxxxxxx as Administrative Trustees, First Union Wilmington Trust Company, National Association, as Delaware Trustee, West Des Moines State Bank, as Trustee and Property Trustee, American Equity Investment Life Holding CompanyXxxxxxxx Financial Corporation, as SponsorDepositor, and by the Holders, from time to time, of individual 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 Trust Common 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 Trust Common 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 Trust Common 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 Trust Common 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 Trust Common 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 American Equity 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 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.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common 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 Trust 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 Trust 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.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture

Conversion Request. To: West Des Moines State Bank Wilmington Trust Company as Property Trustee of American Equity Capital Vanstar Financing Trust I The undersigned owner of these Trust Common Preferred Securities hereby irrevocably exercises the option to convert these Trust Common Preferred Securities, or the portion below designated, into Common Stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY VANSTAR CORPORATION (the "American Equity Vanstar Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust (the "Declaration"), dated as of September 7October 2, 1999, 19991996, by Xxxxx X. Xxxxxxxxxx and Xxxxx Xxxx X. Xxxxxxx, Xx., as Administrative TrusteesRegular Trustee, First Union Wilmington Trust Company, National Association, as Delaware Trustee, West Des Moines State BankWilmington Trust Company, as Property Trustee, American Equity Investment Life Holding CompanyVanstar Corporation, as Sponsor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust Common 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 Trust Common Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures Debentures, on behalf of the undersigned, into American Equity Vanstar Common Stock (at the conversion rate specified in the terms of the Trust Common 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 Trust 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 American Equity 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 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.) ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common 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 Trust 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 Trust 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.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture

Conversion Request. To: West Des Moines State Bank Firstar Bank, National Association as Property Trustee of American Equity Chemed Capital Trust I The undersigned owner of these Trust Common Preferred Securities hereby irrevocably exercises the option to convert these Trust Common Preferred Securities, or the portion below designated, into Common Stock capital stock, par value $1.00 per share, of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY CHEMED CORPORATION (the "American Equity Common Parent Stock") in accordance with the terms of the Amended and Restated Declaration of Trust (the "Declaration"), dated as of September February 7, 1999, 19992000, by Xxxxx X. Xxxxxxxxxx XxXxxxxx, Xxxxxxx X. X'Xxxxx and Xxxxxx X. Xxxxx X. Xxxxxxx, as Administrative Trustees, First Union Trust Company, National Association, as Delaware Trustee, West Des Moines State Firstar Bank, National Association, as Property Trustee, American Equity Investment Life Holding CompanyChemed Corporation, as Sponsor, and by the Holders, from time to time, of individual beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust Common 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 Trust Common 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 Parent Stock (at the conversion rate specified in the terms of the Trust Common 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 Trust Common 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 American Equity Common Parent Stock are to be issued, along with the address or addresses of such 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:/*/_______________________ ______________ /*/ 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.) --------------------- ASSIGNMENT FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust Common Preferred Security Certificate to: (Insert assignee's social security or tax identification number) (Insert address and zip code of assignee) and irrevocably appoints agent to transfer this Preferred Security on the books of the Trust. The agent may substitute another to act for him or her. Date: _______________________ Signature: __________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Insert assignee's social security or tax identification number) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Insert address and zip code of assignee) and irrevocably appoints ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ agent to transfer this Trust 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 Trust Common Preferred Security Certificate) Signature Guarantee:/*/ __________________ /*/ 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.) 100 EXHIBIT A-2 FORM OF COMMON SECURITY [FORM OF 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 DECLARATION) OF CHEMED CORPORATION.] Certificate Number Number of Common Securities Common Securities of Chemed Capital Trust Convertible Common Securities (liquidation amount $27 per Convertible Common Security) Chemed Capital Trust, a statutory business trust formed under the laws of the State of Delaware (the "Trust"), hereby certifies that -------------------------------------------------------- (the "Holder") is the registered owner of common securities of the Trust representing undivided beneficial interests in the assets of the Trust designated the Convertible Common Securities (liquidation amount $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, 2000, as amendedthe 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 Sponsor 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.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture

Conversion Request. To: West Des Moines State [First Union National Bank of South Carolina] as Property Trustee of American Equity Capital Trust I Insignia Financing II The undersigned owner of these Trust Common Preferred Securities hereby irrevocably exercises the option to convert these Trust Common Convertible Preferred Securities, or the portion below designated, into Common Stock of AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY Insignia Financial Group, Inc. (the "American Equity Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust Trust, dated as of __________, 20__ (as amended from time to time, the "Declaration"), dated as of September 7, 1999, 1999, by Xxxxx X. Xxxxxxxxxx and Xxxxx X. Xxxxxxx, as Administrative Trusteesthe Regular Trustees named therein, First Union Trust Company, National AssociationBank of Delaware, as Delaware Trustee, West Des Moines State Bank, [First Union National Bank of South Carolina,] as Property Trustee, American Equity Investment Life Holding CompanyInsignia Financial Group, Inc., as Sponsor, and by the Holders, from time to time, of individual undivided beneficial interests in the Trust to be issued pursuant to the Declaration. Pursuant to the aforementioned exercise of the option to convert these Trust Common Convertible Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust Common 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 Trust Common Convertible 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 Trust Common 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 Trust Common 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 American Equity Common Stock are to be issued, along with the address or addresses of such 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 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 (for conversion only) Please Print or Typewrite Name and Address, Including Zip Code, and Social Security or Other Identifying Number ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ Signature Guarantee:/*/_______________________ ______________ /*/ (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.) ASSIGNMENT FOR VALUE RECEIVED, . 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 undersigned assigns and transfers this Trust Common Security Certificate to: _________________________________________________________________________exchange or registration for transfer of _______ ________________________________________________________________________________ _____________________________________________________________(number) Convertible Preferred Securities held in (check applicable box) book-entry or definitive form by ___________________ (Insert assigneethe "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 social security own account (in satisfaction of Section 9.2(a)(ii)(A) or tax identification numberSection 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 _________________ (Insert address 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 zip code records of assignee) the Trust, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and irrevocably appoints 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______________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ agent , as the same may be amended from time to transfer this Trust Common Security Certificate on time (the books "Declaration"), including the designation of the Trustterms 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 agent may substitute another Holder is entitled to act for him or herthe benefits of the Common Securities Guarantee to the extent provided therein. Date:___________________ Signature:______________ (Sign exactly as your name appears on The Sponsor will provide a copy of the other side 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 Trust 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 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 Securities as evidence of the Registrar, which requirements include membership or participation indirect beneficial ownership 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 amendedDebentures.) EXHIBIT B SPECIMEN OF DEBENTURE See Exhibit A of Indenture