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                                                                 Exhibit 10.5(d)

                                FOURTH AMENDMENT
                                       OF
                           EVEREN CAPITAL CORPORATION
                    401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN
           (As Amended and Restated Effective as of September 1, 1995)



         WHEREAS, EVEREN Capital Corporation (the "company") maintains the
EVEREN Capital Corporation 401(k) and Employee Stock Ownership Plan (As Amended
and Restated Effective as of September 1, 1995) (the "plan"); and

         WHEREAS, the plan has been amended, and further amendment of the plan
now is considered desirable;

         NOW, THEREFORE, pursuant to the power reserved to the committee under
the plan (the "committee") by subsection 18.1 of the plan, the plan, as amended,
is hereby further amended, effective as of September 1, 1995, in the following
particulars:

                  1. By substituting the following sentence for the second
         sentence immediately following paragraph 3.5(g) of the plan:

         "In no event shall the amount of a participant's earnings taken into
         account for purposes of the plan for any plan year exceed $150,000 (or
         such other amount as may be determined by the Secretary of the Treasury
         pursuant to Code Section 401(a)(17))."

                  2. By adding the following sentence at the end of subsection
         8.4 of the plan:

         "The amount of any excess deferrals to be distributed to a participant
         under this subsection for a plan year shall be reduced by any excess
         income deferral contributions previously distributed to the participant
         for such plan year under paragraph 8.5(d)."

                  3. By adding the following two sentences at the end of
         paragraph 8.5(c) of the plan:

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         "Corrective deferral contributions made under this paragraph (c) may be
         taken into account for purposes of satisfying the requirements of this
         subsection 8.5 only if such contributions satisfy the requirements of
         Treasury Regulation Section 1.401(k)-1(b)(5). Any amounts attributable
         to corrective deferral contributions shall be fully vested and
         nonforfeitable at all times and may be distributed only upon the
         occurrence of an event described in Code Section 401(k)(2)(B)(i)(I),
         (II), (III), or (IV)."

                  4. By adding the following sentence immediately before the
         last sentence of paragraph 8.5(d) of the plan:

         "The amount of any excess income deferral contributions to be
         distributed to a highly compensated participant under this paragraph
         (d) for a plan year shall be reduced by any excess deferrals previously
         distributed to such participant for such plan year under subsection
         8.4."

                  5. By adding the following sentence at the end of paragraph
         8.6(c) of the plan:

         "Any amounts attributable to corrective matching contributions may be
         distributed only upon the occurrence of an event described in Code
         Section 401(k)(2)(B)(i)(I), (II), or (III)."

                  6. By adding the following sentence immediately after the
         first sentence of subsection 20.5 of the plan:

         "Each participant who is not a key employee shall share in the employer
         contribution described in the immediately preceding sentence for any
         plan year only if the participant is employed by the employers on the
         last day of the plan year, regardless of (i) the number of hours of
         service completed by the participant during the plan year, (ii) the
         participant's compensation for the plan year, (iii) whether the
         participant has made income deferral contributions for the plan year,
         or (iv) whether the participant has, during the plan year, withdrawn
         any of the participant's income deferral contributions."


         IN WITNESS WHEREOF, the undersigned duly authorized member of the
committee has caused the foregoing amendment to be executed this _____ day of

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___________________________, 1997.


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                                        On behalf of the committee as aforesaid