Common use of Conversion Request Clause in Contracts

Conversion Request. To: Wilmington Trust Company, as Institutional Trustee of Nuevo Financing I The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Trust Preferred Securities, or the portion below designated, into Common Stock of 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, 1996 (as amended from time to time, the "Declaration"), by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Regular Trustees, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, 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 Trust Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such 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 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 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 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 Nuevo 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.)

Conversion Request. To: Wilmington Trust Company, West Des Moines State Bank as Institutional Property Trustee of Nuevo Financing American Equity Capital Trust I The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Trust Preferred Securities, or the portion below designated, into Common Stock of Nuevo Energy Company AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY (the "Nuevo American Equity Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of December 23, 1996 Trust (as amended from time to time, the "Declaration"), dated as of September 7, 1999, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Regular Administra tive Trustees, Wilmington First Union Trust Company, National Association, as Delaware Trustee, Wilmington Trust CompanyWest Des Moines State Bank, as Institutional Property Trustee, Nuevo Energy 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 Trust Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such 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 Trust Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures on behalf of the undersigned, into Nuevo American Equity Common Stock (at the conversion rate specified in the terms of the 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 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 Nuevo 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.)converted:

Conversion Request. To: Wilmington Trust Company, First Union National Bank of South Carolina as Institutional Property Trustee of Nuevo Insignia Financing I II The undersigned owner of these Trust Preferred Common Securities hereby irrevocably exercises the option to convert these Trust Preferred Common Securities, or the portion below designated, into Common Stock of Nuevo Energy Company Insignia Financial Group, Inc. (the "Nuevo Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of December 23__________, 1996 20__ (as amended from time to timetime , the "Declaration"), by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇the Regular Trustees named therein, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Regular Trustees, Wilmington Trust CompanyFirst Union Bank of Delaware, as Delaware Trustee, Wilmington Trust Company, [First Union National Bank of South Carolina,] as Institutional Property Trustee, Nuevo Energy CompanyInsignia 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 Trust Preferred Common Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust 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 Trust 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 Trust 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 Trust Preferred Common 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 Common Security Certificate to: -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- (Insert assignee's social security or tax identification number) and irrevocably appoints________________________________________________________ ________________________________________________________________________________ __________________________________________agent to transfer this 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 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. ▇▇▇▇▇▇▇ ▇-▇ SPECIMEN OF DEBENTURE {(FORM OF FACE OF CONVERTIBLE DEBENTURE)} {IF THE DEBENTURE IS TO BE 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 Debentures registered in the name of 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 ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇) to the issuer or its agent for registration of transfer, exchange or payment, and any Debenture issued is registered in the 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 registered owner hereof, Cede & Co., has an interest herein.} {IF THE DEBENTURE IS TO INCLUDE THE RESTRICTED SECURITIES LEGEND, INSERT THE FOLLOWING-- THIS SECURITY AND ANY COMMON STOCK ISSUED ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES, AND AGREES FOR THE BENEFIT OF INSIGNIA FINANCIAL GROUP, INC. (THE "COMPANY") THAT: (I) 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 "RESALE RESTRICTION TERMINATION DATE") EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, OR (C) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY APPLICABLE JURISDICTION; AND

Conversion Request. To: Wilmington Trust Company, as Institutional Property Trustee of Nuevo Financing ▇▇▇▇▇▇▇▇ Capital Trust I The undersigned owner of these Trust Preferred Securities Debentures hereby irrevocably exercises the option to convert these Trust Preferred SecuritiesDebentures, or the portion below designated, into Common Stock common stock of Nuevo Energy Company (the "Nuevo Common Stock") ▇▇▇▇▇▇▇▇ Financial Corporation in accordance with the terms of the Indenture, dated April 10, 2009, between ▇▇▇▇▇▇▇▇ Financial Corporation and Wilmington Trust Company, as Debenture Trustee (the “Indenture”) and the Amended and Restated Declaration of Trust, dated as of December 23, 1996 Trust (as amended from time to time, the "“Declaration"”), dated as of April 10, 2009, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Regular Administrative Trustees, Wilmington Trust Company, as Delaware Trustee and Property Trustee, Wilmington Trust Company▇▇▇▇▇▇▇▇ Financial Corporation, as Institutional Trustee, Nuevo Energy Company, 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 Trust 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 Trust Preferred Securities Debentures for a portion the common stock of the Debentures (as that term is defined in the Declaration) held by the Trust (▇▇▇▇▇▇▇▇ Financial Corporation at the rate of exchange specified in the terms of Declaration and the 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 Trust 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 person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ________________, _____ in whole in part Number of Trust Preferred Securities Debentures 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 ▇▇▇▇▇▇▇▇ Financial Corporation Common Stock are to be issued, along with the address or addresses of such Person 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.)persons: Date:

Conversion Request. To: Wilmington Trust CompanyFirstar Bank, National Association as Institutional Property Trustee of Nuevo Financing I Chemed Capital Trust The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Trust Preferred Securities, or the portion below designated, into Common Stock capital stock, par value $1.00 per share, of Nuevo Energy Company CHEMED CORPORATION (the "Nuevo Common Parent Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of December 23, 1996 Trust (as amended from time to time, the "Declaration"), dated as of February 7, 2000, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Regular Administrative Trustees, Wilmington First Union Trust Company, National Association, as Delaware Trustee, Wilmington Trust CompanyFirstar Bank, National Association, as Institutional Property Trustee, Nuevo Energy CompanyChemed 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 Trust Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such 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 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 Parent Stock (at the conversion rate specified in the terms of the 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 Trust Preferred Securities to be Converted: ______________ Number of 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 Nuevo Common Parent 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 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 Conversion AgentRegistrar, 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 Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934.) --------------------- ASSIGNMENT FOR VALUE RECEIVED, the 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. 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 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.) 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 Convertible Common Securities 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.)

Conversion Request. To: Wilmington Trust Company, Company as Institutional Trustee of Nuevo Financing I The undersigned owner of these Trust Preferred Common Securities hereby irrevocably exercises the option to convert these Trust Preferred Common Securities, or the portion below designated, into Common Stock of 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, 1996 (as amended from time to time, the "Declaration"), by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Regular Trustees, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, 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 Trust Preferred Common Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust 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 Trust 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 Trust 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 Trust Preferred Common 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 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.)

Conversion Request. To: Wilmington Trust Company, [First Union National Bank of South Carolina] as Institutional Property Trustee of Nuevo Insignia Financing I II The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Trust Convertible Preferred Securities, or the portion below designated, into Common Stock of Nuevo Energy Company Insignia Financial Group, Inc. (the "Nuevo Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of December 23__________, 1996 20__ (as amended from time to time, the "Declaration"), by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇the Regular Trustees named therein, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Regular Trustees, Wilmington Trust CompanyFirst Union Bank of Delaware, as Delaware Trustee, Wilmington Trust Company, [First Union National Bank of South Carolina,] as Institutional Property Trustee, Nuevo Energy CompanyInsignia 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 Trust Convertible Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such Trust 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 Convertible 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 Trust 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 person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: _________________, _____ in whole in part Number of Trust Convertible 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 ----------------- ---------- ---------- ----------------- ------------------ ▇▇▇▇▇▇▇ ▇-▇ 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: Wilmington Trust Company, as Institutional Property Trustee of Nuevo Financing I Suiza Capital Trust The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Trust Preferred Securities, or the portion below designated, into Common Stock of Nuevo Energy Company SUIZA FOODS CORPORATION (the "Nuevo Suiza Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of December 23, 1996 Trust (as amended from time to time, the "Declaration"), dated as of February 20, 1998, by ▇▇▇▇Mich▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇, as Regular TrusteesTrustee, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional Property Trustee, Nuevo Energy CompanySuiza 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 Trust Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such 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 Trust Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures Debentures, on behalf of the undersigned, into Nuevo Suiza Common Stock (at the conversion rate specified in the terms of the 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: ________________Any holder, _____ in whole in part Number upon the exercise of 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 Nuevo 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 terms of 1934the Declaration and the Preferred Securities, as amendedagrees to be bound by the terms of the Registration Rights Agreement relating to the Suiza Common Stock issuable upon conversion of the Preferred Securities.)

Conversion Request. To: Wilmington Trust Company1. At any time after the Maturity Date, as Institutional Trustee of Nuevo Financing I The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option Investors are entitled but not obliged to convert these Trust Preferred Securities, or request the portion below designated, into Common Stock of Nuevo Energy Company (the "Nuevo Common Stock") conversion in accordance with the terms Sec. 10 (Conversion) and subject to Sec. 14 (Exercise of Investor Rights) of this Agreement, in whole or in part, of the Amended and Restated Declaration Loan Amounts into series B shares of Trust, dated as of December 23, 1996 the Company at the Series B Conversion Price (as amended from time defined in Sec. 11 (Number of New Shares) of this Agreement) for their Pro Rata Loan Amounts and at the Preferred Series B Conversion Price (as defined in Sec. 11 (Number of New Shares) of this Agreement) for their Super Pro Rata Loan Amounts, if and to timethe extent the Loan Amounts have not been repaid on or before the Maturity Date. 2. Upon the occurrence of an Exit Event prior to the Maturity Date, the "Declaration")Investors are entitled but not obliged to request the conversion in accordance with Sec. 10 (Conversion) and subject to Sec. 14 (Exercise of Investor Rights) of this Agreement, by ▇▇▇▇▇▇▇ ▇in whole or in part, of the Loan Amounts into series B shares of the Company at the Series B Conversion Price (as defined in Sec. ▇▇▇▇▇▇▇11 (Number of New Shares) of this Agreement) for their Pro Rata Loan Amounts and at the Preferred Series B Conversion Price (as defined in Sec. 11 (Number of New Shares) of this Agreement) for their Super Pro Rata Loan Amounts, ▇▇▇▇▇▇ ▇if and to the extent the Loan Amounts have not been repaid. 3. ▇▇▇▇▇ III Upon the closing of a Qualified Financing, the Investors are entitled but not obliged to request the conversion in accordance with Sec. 10 (Conversion) and ▇▇▇▇▇▇ ▇subject to Sec. ▇▇▇▇14 (Exercise of Investor Rights) of this Agreement, as Regular Trusteesin whole or in part, Wilmington Trust of the Loan Amounts into the preferred stock of the Company, whether this is series B or any other series of preferred stock which is issued to new investors in a Qualified Financing (the “Qualified Financing Shares”) at the Qualified Financing Conversion Price (as Delaware Trusteedefined in Sec. 11 (Number of New Shares) of this Agreement) for their Pro Rata Loan Amounts and at the Preferred Qualified Financing Conversion Price (as defined in Sec. 11 (Number of New Shares) of this Agreement) for their Super Pro Rata Loan Amounts, Wilmington Trust Company, as Institutional Trustee, Nuevo Energy Company, as Sponsor, if and by the Holders, from time to time, of undivided beneficial interests in the Trust to be issued pursuant to the Declarationextent the Loan Amounts have not been repaid. 4. Pursuant to The Investors may request the aforementioned exercise conversion of the option to convert these Trust Preferred Securities, the undersigned hereby directs the Conversion Agent Loan Amounts in accordance with para. (as that term is defined in the Declaration) to (i) exchange such 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 Trust Preferred Securities set forth as Annex I to the Declaration2) and (ii3) immediately convert such Debentures on behalf of this Sec. 9 at any time during a period of four (4) weeks after the occurrence of the undersigned, into Nuevo Common Stock (at the conversion rate specified in the terms Exit Event or closing of the 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 conversionQualified Financing, 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 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 Nuevo 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 amendedrespectively.)

Conversion Request. To: Wilmington Trust CompanyThe Bank of New York, as Institutional Trustee of Nuevo Financing I Conversion Agent: The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Trust Preferred Securities, or the portion below designated, into Common Stock of Nuevo Energy Company (the "Nuevo Common Stock") Reinsurance Group of America, 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 December 23, 1996 (as amended from time to time20 , the "Declaration")among Reinsurance Group of America, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇Incorporated, as Regular TrusteesDepositor, Wilmington Trust CompanyThe Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, Wilmington Trust Company, as Institutional Trustee, Nuevo Energy Company, 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 Trust Preferred Securities, the undersigned hereby directs the you, as Conversion Agent (as that term is defined in the DeclarationTrust Agreement) to (i) exchange such Trust 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 Trust Preferred Securities set forth as Annex I to the Declaration) Agreement, and (ii) immediately convert such Debentures on behalf of the undersigned, into Nuevo Common Stock (at the conversion rate Conversion Rate specified in the terms of the Trust Preferred Securities set forth as Annex I to the Declaration)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 person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Date: ________________, _____ in whole in part Number of 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 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.)Dated:

Conversion Request. To: Wilmington Trust Company, Company as Institutional Property Trustee of Nuevo Vanstar Financing I Trust The undersigned owner of these Trust Preferred Securities hereby irrevocably exercises the option to convert these Trust Preferred Securities, or the portion below designated, into Common Stock of Nuevo Energy Company VANSTAR CORPORATION (the "Nuevo Vanstar Common Stock") in accordance with the terms of the Amended and Restated Declaration of Trust, dated as of December 23, 1996 Trust (as amended from time to time, the "Declaration"), dated as of October 2, 1996, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III and ▇▇▇▇▇▇ ▇. ▇▇▇▇., as Regular TrusteesTrustee, Wilmington Trust Company, as Delaware Trustee, Wilmington Trust Company, as Institutional Property Trustee, Nuevo Energy CompanyVanstar 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 Trust Preferred Securities, the undersigned hereby directs the Conversion Agent (as that term is defined in the Declaration) to (i) exchange such 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 Trust Preferred Securities set forth as Annex I to the Declaration) and (ii) immediately convert such Debentures Debentures, on behalf of the undersigned, into Nuevo Vanstar Common Stock (at the conversion rate specified in the terms of the 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 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 Nuevo 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.)