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                                                                     EXHIBIT 4.2

                      WESTERN UNITED LIFE ASSURANCE COMPANY
                PREFERRED STOCK, SERIES B, AUTHORIZING RESOLUTION

         Resolved, that pursuant to the authority expressly granted and vested
in the Board of Directors (the "Board") of this Corporation by its Restated
Articles of Incorporation, as amended, a series of preferred stock, Series B, of
the Corporation be, and hereby is, established which will have a par value of
$10.00 per share, designated "Variable Rate Cumulative Preferred Stock, Series
B" (hereafter called "Series B Preferred Stock"). The Series B Preferred Stock
shall consist of 6,000,000 shares, which number may be increased or decreased by
the Board, and which shall have rights, preferences, qualifications and
restrictions as follows:

         1. DIVIDENDS.

                  (a) Dividends (or other distributions deemed dividends for
         purposes of this resolution) on the issued and outstanding shares of
         Series B Preferred Stock shall be declared and paid monthly at a
         percentage rate per annum of the liquidation preference of $25.00 per
         share equal to the "Distribution Rate," as hereinafter defined, or such
         greater rate as may be determined by the Board. Notwithstanding the
         foregoing, the Distribution Rate for any monthly dividend period shall,
         after taking into account any additional rate authorized by the Board,
         in no event, be less than 6% per annum or greater than 14% per annum.
         Such dividends shall be cumulative from the date of original issue of
         each share and shall be payable, when and as declared by the Board, on
         such dates as the Board deems advisable, but at least once a year,
         commencing January 1, 2002. Each such dividend shall be paid to the
         holders of record of shares of Series B Preferred Stock as they appear
         on the stock register of the Corporation on such record date as shall
         be fixed by the Board in advance of the payment date thereof. Dividends
         on account of arrears for any past Dividend Periods may be declared and
         paid at any time, without reference to any regular dividend payment
         date, to holders of record on such date as shall be fixed by the Board
         in advance of the payment date thereof.

                  (b) Except as provided below in this section, the Distribution
         Rate for any monthly dividend period shall be adjusted monthly and
         shall be the highest of the Treasury Bill Rate, the Ten Year Constant
         Maturity Rate and the Twenty Year Constant Maturity Rate (each as
         defined in Exhibit A attached hereto and incorporated by reference
         herein) plus __.__%. In the event that the Board determines in good
         faith that for any reason one or more of such rates cannot be
         determined for any dividend period, then the Distribution Rate for such
         dividend period shall be the higher of whichever of such rates can be
         so determined. In the event that the Board determines in good faith
         that none of such rates can be determined for any dividend period, then
         the Distribution Rate in effect for the preceding dividend period shall
         be continued for such dividend period. The Treasury Bill Rate, the Ten
         Year Constant Maturity Rate and the Twenty Year Constant Maturity Rate
         shall each be rounded to the nearest five hundredths of a percentage
         point.

                  (c) No dividend shall be paid upon, or declared or set apart
         for, any share of Series B Preferred Stock for any Dividend Period
         unless at the same time a like dividend shall be paid upon, or be
         declared and set apart for, all shares of Series B Preferred Stock then
         issued and outstanding. Holders of Series B Preferred Stock



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         shall not be entitled to any dividend, whether payable in cash,
         property or stock, in excess of full cumulative dividends as herein
         provided. No interest, or sum of money in lieu of interest, shall be
         payable in respect of any dividend payment or payments which may be in
         arrears on Series B Preferred Stock.

                  (d) Dividends payable for each full monthly Dividend Period
         shall be computed by dividing the Distribution Rate for such monthly
         Dividend Period by 12 and multiplying such resulting rate by the
         liquidation preference of $25.00 per share. Dividends per share shall
         be rounded to the nearest whole cent. Dividends payable for any period
         less than a full monthly Dividend Period shall be computed on the basis
         of 30-day months and a 360-day year. The Distribution Rate with respect
         to each monthly Dividend Period shall be calculated as promptly as
         practicable by the Corporation according to the method provided herein.
         The Corporation will cause notice of such Distribution Rate to be
         enclosed with the dividend payment check next mailed to the holders of
         shares of Series B Preferred Stock.

                  (e) So long as any shares of Series B Preferred Stock are
         outstanding, (i) no dividend (other than a dividend in common stock or
         in any other stock ranking junior to Series B Preferred Stock as to
         dividends and upon liquidation and other than as provided in the
         foregoing section 1(c)) shall be declared or paid or set aside for
         payment; (ii) no other distribution shall be declared or made upon
         common stock or upon any other stock ranking junior to or on a parity
         with Series B Preferred Stock as to dividends or upon liquidation; and
         (iii) no common stock or any other stock of the Corporation ranking
         junior to or on a parity with Series B Preferred Stock as to dividends
         or upon liquidation shall be redeemed, purchased or otherwise acquired
         by the Corporation for any consideration (or any monies paid to or made
         available for a sinking fund for the redemption of any shares of any
         such stock) except by conversion into or exchange for stock of the
         Corporation ranking junior to Series B Preferred Stock as to dividends
         and upon liquidation unless, in each case, the full cumulative
         dividends on all outstanding shares of Series B Preferred Stock shall
         have been paid or declared and set apart for all past dividend payment
         periods.

                  (f) The holders of Series B Preferred Stock shall be entitled
         to receive, when and as declared by the Board, dividend distributions
         out of the funds of the Corporation legally available therefor. Any
         distribution made which may be deemed to have been made out of the
         capital surplus of Series B Preferred Stock shall not reduce either the
         redemption process or the liquidation rights as hereafter specified.

         2. REDEMPTION.

                  (a) REDEMPTION AT THE OPTION OF THE CORPORATION. The
         Corporation, at its option, may redeem shares of Series B Preferred
         Stock, in whole or in part, at any time or from time to time, at
         redemption prices hereafter set forth plus accrued and unpaid dividends
         to the date fixed for redemption.



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                           (i) In the event of a redemption of shares pursuant
                  to this subsection, the redemption price shall be $25.00 per
                  share.

                           (ii) In the event that fewer than all of the
                  outstanding shares of Series B Preferred Stock are to be
                  redeemed, the number of shares to be redeemed shall be
                  determined by the Corporation and the shares to be redeemed
                  shall be determined by lot, or pro rata, or by any other
                  method, as may be determined by the Corporation in its sole
                  discretion to be equitable.

                           (iii) In the event that the Corporation shall redeem
                  shares hereunder, notice of such redemption shall be given by
                  first class mail, postage prepaid, mailed not less than 30
                  days or more than 60 days prior to the redemption date, to
                  each holder of record of the shares to be redeemed, at such
                  holder's address as it appears on the stock register of the
                  Corporation. Each such notice shall state: (A) the redemption
                  date; (B) the number of shares to be redeemed and, if fewer
                  than all shares held by such holder are to be redeemed, the
                  number of such shares to be redeemed from such holder; (C) the
                  redemption price; (D) the place or places where certificates
                  for such shares are to be surrendered for payment of the
                  redemption price; and (E) that dividends on the shares to be
                  redeemed will cease to accrue on such redemption date.

                           (iv) Notice having been mailed as aforesaid, from and
                  after the redemption date (unless default shall be made by the
                  Corporation in providing money for the payment of the
                  redemption price), dividends on the shares so called for
                  redemption shall no longer be deemed to be outstanding, and
                  all rights of the holders thereof as stockholders of the
                  Corporation (except the right to receive from the Corporation
                  the redemption price) shall cease. Upon surrender in
                  accordance with said notice of the certificates representing
                  shares redeemed (properly endorsed or assigned for transfer,
                  if the Board shall so require and the notice shall so state),
                  such shares shall be redeemed by the Corporation at the
                  redemption price aforesaid. In case fewer than all of the
                  shares represented by any such certificate are redeemed, a new
                  certificate shall be issued representing the unredeemed shares
                  without cost to the holder thereof.

                  (b) DISCRETIONARY REDEMPTION UPON REQUEST OF THE HOLDER. The
         shares of Series B Preferred Stock are not redeemable at the option of
         the holder. If, however, the Corporation receives an unsolicited
         written request for redemption of shares from any holder, the
         Corporation may, in its sole discretion and subject to the limitations
         described below, accept such shares for redemption. Any shares so
         tendered, which the Corporation in its discretion, allows for
         redemption, shall be redeemed by the Corporation directly, and not from
         or through a broker or dealer, at a price established from time to time
         by the Board in its sole discretion, plus any declared but unpaid
         dividends.

                  The Corporation may not redeem any such shares tendered for
         redemption if to do so would be unsafe or unsound in light of the
         Corporation's financial condition (including its liquidity position);
         if payment of interest or principal on any outstanding


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         instrument of indebtedness is in arrears or in default; or if payment
         of any dividend on Series B Preferred Stock or share of any stock of
         the Company ranking on parity with or senior to the Series B Preferred
         Stock is in arrears as to dividends.

                  (c) Any shares of Series B Preferred Stock which shall at any
         time have been redeemed shall, after such redemption, have the status
         of authorized but unissued shares of preferred stock, without
         designation as to series until such shares are designated as part of a
         particular series by the Board.

                  (d) Notwithstanding the foregoing provisions of this Section
         2, if any dividends on Series B Preferred Stock are in arrears, no
         shares of Series B Preferred Stock shall be redeemed unless all
         outstanding shares of Series B Preferred Stock are simultaneously
         redeemed, and the Corporation shall not purchase or otherwise acquire
         any shares of Series B Preferred Stock; provided, however, that the
         foregoing shall not prevent the purchase or acquisition of shares of
         Series B Preferred Stock pursuant to a purchase or exchange offer made
         on the same terms to holders of all of the outstanding shares of Series
         B Preferred Stock. Notwithstanding anything herein to the contrary, no
         share of Series B Preferred Stock may be redeemed prior to January 31,
         2005, except in the case of death or major medical emergency of the
         holder.

         3. CONVERSION OR EXCHANGE. The holders of shares of Series B Preferred
Stock shall not have any rights to convert such shares into or exchange such
shares for shares of any other class or series of any class of securities of the
Corporation.

         4. VOTING. Except as required from time to time by law, the shares of
Series B Preferred Stock shall have no voting powers. Provided, however,
notwithstanding the foregoing, that whenever and as often as dividends payable
on any shares of Series B Preferred Stock shall be in arrears in an amount equal
to 24 full monthly dividends or more per share, the holders of Series B
Preferred Stock together with the holders of any other preferred stock then
outstanding, voting separately and as a single class shall be entitled to elect
a majority of the Board of Directors of the Corporation. Such right shall
continue until all dividends in arrears on preferred stock have been paid in
full. In addition, no change in the rights, privileges or preferences of the
Series B Preferred Stock may be made without the approval of the holders of at
least two-thirds of the then outstanding Series B Preferred Stock, voting
together as a class. Further, no new class of preferred stock senior to the
Series B Preferred Stock may be created by the Corporation without the approval
by the holders of at least two-thirds of the then outstanding Series B Preferred
Stock, voting together as a class. Further, no new class of preferred stock
equal in preference to the Series B Preferred Stock may be created by the
Corporation without the approval by the holders of at least a majority of the
then outstanding Series B Preferred Stock, voting together as a class.

         5. LIQUIDATION RIGHTS.

                  (a) Upon the dissolution, liquidation or winding up of the
         Corporation, the holders of the shares of Series B Preferred Stock
         shall be entitled to receive out of the assets of the Corporation,
         before any payment or distribution shall be made on the Common Stock,
         or on any other class of stock ranking junior to Series B Preferred
         Stock,


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         upon liquidation, the amount of $25.00 per share, plus a sum equal to
         all dividends (whether or not earned or declared) on such shares
         accrued and unpaid thereon to the date of final distribution.

                  (b) Neither the sale, lease or conveyance of all or
         substantially all the property or business of the Corporation, nor the
         merger or consolidation of the Corporation into or with any other
         corporation or the merger or consolidation of any other corporation
         into or with the Corporation, shall be deemed to be a dissolution,
         liquidation or winding up, voluntary or involuntary, for the purposes
         of this Section.

                  (c) After the payment to the holders of the shares of Series B
         Preferred Stock of the full preferential amounts provided for in this
         Section, the holders of Series B Preferred Stock as such shall have no
         right or claim to any of the remaining assets of the Corporation.

                  (d) In the event the assets of the Corporation available for
         distribution to the holders of shares of Series B Preferred Stock upon
         any dissolution, liquidation or winding up of the Corporation, whether
         voluntary or involuntary, shall be insufficient to pay in full all
         amounts to which such holders are entitled pursuant to this Section, no
         such distribution shall be made on account of any shares or any other
         series of preferred stock ranking on parity with the Series B Preferred
         Stock or any other class of stock ranking on a parity with the shares
         of Series B Preferred Stock upon such dissolution, liquidation or
         winding up, unless proportionate distributive amounts shall be paid on
         account of the shares of Series B Preferred Stock, ratably in
         accordance with the sums which would be payable in such distribution if
         all sums payable in respect of the shares of all series of preferred
         stock and any such other class of stock, both as aforesaid, were
         discharged in full.

         6. PRIORITIES. For purposes of this Resolution, any stock of any class
or classes of the Corporation shall be deemed to rank:

                  (a) Prior to the shares of Series B Preferred Stock, either as
         to dividends or upon liquidation if the holders of such class or
         classes shall be entitled to the receipt of dividends or of amounts
         distributable upon dissolution, liquidation or winding up of the
         Corporation, as the case may be, in preference or priority to the
         holders of shares of Series B Preferred Stock.

                  (b) On a parity with shares of Series B Preferred Stock,
         either as to dividends or upon liquidation, whether or not the dividend
         rates, dividend payment dates or redemption or liquidation prices per
         share or sinking fund provisions, if any, are different from those of
         Series B Preferred Stock, if the holder of such stock shall be entitled
         to the receipt of dividends or of amounts distributable upon
         dissolution, liquidation or winding up of the Corporation, as the case
         may be, in proportion to their respective dividend rates or liquidation
         prices, without preference or priority, one over the other, as between
         the holder of such stock and the holders of Series B Preferred Stock;
         and



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                  (c) Junior to shares of Series B Preferred Stock, either as to
         dividends or upon liquidation, if the holders of shares of Series B
         Preferred Stock shall be entitled to receipt of dividends or of amounts
         distributable upon dissolution, liquidation or winding up of the
         Corporation, as the case may be, in preference or priority to the
         holders of shares of such class or classes.

         7. SHARES NON-ASSESSABLE. Any and all shares of Series B Preferred
Stock issued, and for which the full consideration has been paid or delivered,
shall be deemed fully paid stock and the holder of such shares shall not be
liable for any further call or assessment or any other payment thereon, except
as required under Article XII, Section 11 of the Washington State Constitution.

         8. PRE-EMPTIVE RIGHTS. Holders of Series B Preferred Stock shall have
no pre-emptive rights to acquire additional shares of the Corporation.





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                                    EXHIBIT A

TREASURY BILL RATE

         Except as provided below in this paragraph, the "Treasury Bill Rate"
for each dividend period will be the arithmetic average of the two most recent
weekly per annum market discount rates (or the one weekly per annum market
discount rate, if only one such rate shall be published during the relevant
Calendar Period (as defined below)) for three-month U.S. Treasury bills, as
published weekly by the Federal Reserve Board during the Calendar Period that
begins 24 days prior to the first day of the dividend period for which the
dividend rate on Preferred Stock Series B, is being determined. In the event
that the Federal Reserve Board does not publish such a weekly per annum market
discount rate during any such Calendar Period, then the Treasury Bill Rate for
the related dividend period shall be the arithmetic average of the two most
recent weekly per annum market discount rates (or the one weekly per annum
market discount rate, if only one such rate shall be published during the
relevant Calendar Period) for three-month U.S. Treasury bills, as published
weekly during such Calendar Period by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that a per
annum market discount rate for three-month U.S. Treasury bills shall not be
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the
Treasury Bill Rate for such dividend period shall be the arithmetic average of
the two most recent weekly per annum market discount rates (or the one weekly
per annum market discount rate, if only one such rate shall be published during
the relevant Calendar Period) for all of the U.S. Treasury bills then having
maturities of not less than 80 nor more than 100 days, as published during such
Calendar Period by the Federal Reserve Board or, if the Federal Reserve Board
shall not publish such rates, by any Federal Reserve Bank or by any U.S.
Government department or agency selected by the Company. In the event that the
Company determines in good faith that for any reason no such U.S. Treasury bill
rates are published as provided above during such Calendar Period, then the
Treasury Bill Rate for such dividend period shall be the arithmetic average of
the per annum market discount rates based upon bids during such Calendar Period
for each of the issues of marketable non-interest bearing U.S. Treasury
securities with a maturity of not less than 80 nor more than 100 days from the
date of each such quotation, as quoted daily for each business day in New York
City (or less frequently if daily quotations shall not be generally available)
to the Company by at least three recognized primary U.S. Government securities
dealers selected by the Company. In the event that the Company determines in
good faith that for any reason the Company cannot determine the Treasury Bill
Rate for any dividend period as provided above in this paragraph, the Treasury
Bill Rate for such dividend period shall be the arithmetic average of the per
annum market discount rates based upon the closing bids during such Calendar
Period for each of the issues of marketable interest-bearing U.S. Treasury
securities with a maturity of not less than 80 nor more than 100 days from the
date of each such quotation, as quoted daily for each business day in New York
City (or less frequently if daily quotations shall not be generally available)
to the Company by at least three recognized primary U.S. Government securities
dealers selected by the Company.

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TEN YEAR CONSTANT MATURITY RATE

         Except as provided below in this paragraph, the "Ten Year Constant
Maturity Rate" for each dividend period shall be the arithmetic average of the
two most recent weekly per annum Ten Year Average Yields (or the one weekly per
annum Ten Year Average Yield, if only one such Yield shall be published during
the relevant Calendar Period as provided below), as published weekly by the
Federal Reserve Board during the Calendar Period that begins 24 days prior to
the first day of the dividend period for which the dividend rate on Preferred
Stock, Series B is being determined. In the event that the Federal Reserve Board
does not publish such a weekly per annum Ten Year Average Yield during such
Calendar Period, then the Ten Year Constant Maturity Rate for such dividend
period shall be the arithmetic average of the two most recent weekly per annum
Ten Year Average Yields (or the one weekly per annum Ten Year Average Yield, if
only one such Yield shall be published during such Calendar Period), as
published weekly during such Calendar Period by any Federal Reserve Bank or by
any U.S. Government department or agency selected by the Company. In the event
that a per annum Ten Year Average Yield shall not be published by the Federal
Reserve Board or by any Federal Reserve Bank or by any U.S. Government
department or agency during such Calendar Period, then the Ten Year Constant
Maturity Rate for such dividend period shall be the arithmetic average of the
two most recent weekly per annum average yields to maturity (or the one weekly
average yield to maturity, if only one such yield shall be published during the
relevant Calendar Period) for all of the actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities (as
defined below)) then having maturities of not less than eight nor more than 12
years, as published during such Calendar Period by the Federal Reserve Board or,
if the Federal Reserve Board shall not publish such yields, by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Company. In the event that the Company determines in good faith that for any
reason the Company cannot determine the Ten Year Constant Maturity Rate for any
dividend period as provided above in this paragraph, then the Ten Year Constant
Maturity Rate for such dividend period shall be the arithmetic average of the
per annum average yields to maturity based upon the closing bids during such
Calendar Period for each of the issues of actively traded marketable U.S.
Treasury fixed interest rate securities (other than Special Securities) with a
final maturity date not less than eight nor more than 12 years from the date of
each such quotation, as quoted daily for each business day in New York City (or
less frequently if daily quotations shall not be generally available) to the
Company by at least three recognized primary U.S. Government securities dealers
selected by the Company.

TWENTY YEAR CONSTANT MATURITY RATE

         Except as provided below in this paragraph, the "Twenty Year Constant
Maturity Rate" for each dividend period shall be the arithmetic average of the
two most recent weekly per annum Twenty Year Average Yields (or the one weekly
per annum Twenty year Average Yield, if only one such Yield shall be published
during the relevant Calendar Period), as published weekly by the Federal Reserve
Board during the Calendar Period that begins 24 days prior to the first day of
the dividend period for which the dividend rate on Preferred Stock, Series B is
being determined. In the event that the Federal Reserve Board does not publish
such a weekly per annum Twenty Year Average Yield during such Calendar Period,
then the Twenty Year Constant Maturity Rate for such dividend period shall be
the arithmetic average of the two most recent

                                      A-2

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weekly per annum Twenty Year Average Yields (or the one weekly per annum Twenty
Year Average Yield, if only one such Yield shall be published during such
Calendar Period), as published weekly during such Calendar Period by any Federal
Reserve Bank or by any U.S. Government department or agency selected by the
Company. In the event that a per annum Twenty Year Average Yield shall not be
published by the Federal Reserve Board or by any Federal Reserve Bank or by any
U.S. Government department or agency during such Calendar Period, then the
Twenty Year Constant Maturity Rate for such dividend period shall be the
arithmetic average of the two most recent weekly per annum average yields to
maturity (or the one weekly average yield to maturity, if only one such yield
shall be published during such Calendar Period) for all of the actively traded
marketable U.S. Treasury fixed interest rate securities (other than Special
Securities) then having maturities of not less than 18 nor more than 22 years,
as published during such Calendar Period by the Federal Reserve Board or, if the
Federal Reserve Board shall not publish such yields, by any Federal Reserve Bank
or by any U.S. Government department or agency selected by the Company. In the
event that the Company determines in good faith that for any reason the Company
cannot determine the Twenty Year Constant Maturity Rate for any dividend period
as provided above in this paragraph, then the Twenty Year Constant Maturity Rate
for such dividend period shall be the arithmetic average of the per annum
average yields to maturity based upon the closing bids during such Calendar
Period for each of the issues of actively traded marketable U.S. Treasury fixed
interest rate securities (other than Special Securities) with a final maturity
date not less than 18 nor more than 22 years from the date of each such
quotation, as quoted daily for each business day in New York City (or less
frequently if daily quotations shall not be generally available) to the Company
by at least three recognized primary U.S. Government securities dealers selected
by the Company.

         As used herein, the term "Calendar Period" means a period of 14
calendar days; the term "Special Securities" means securities which may, at the
option of the holder, be surrendered at face value in payment of any federal
estate tax or which provide tax benefits to the holder and are priced to reflect
such tax benefits or which were originally issued at a deep or substantial
discount; the term "Ten Year Average Yield" means the average yield to maturity
for actively traded marketable U.S. Treasury fixed interest rate securities
(adjusted to constant maturities of ten years); and the term "Twenty Year
Average Yield" means the average yield to maturity for actively traded
marketable U.S. Treasury fixed interest rate securities (adjusted to constant
maturities of 20 years).



                                      A-3