EXHIBIT4.5.DOC
Exhibit 4.5


No.       005                     UNITED FIDELITY LIFE INSURANCE COMPANY

                                    ------------------------
                                    $18,000,000   SURPLUS DEBENTURE
                                   Originally dated December 29, 1989,
                               amended and restated as of December 31, 1993
                                           and December 1, 1999


         EXPRESSLY  CONDITIONED UPON,  SUBJECT TO AND contingent upon the terms,
conditions,  limitations,  contingencies and provisions as hereinafter set forth
in this Debenture, FOR VALUE RECEIVED, United Fidelity Life Insurance Company, a
corporation  organized  and  existing  under  the laws of the State of Texas and
successor by merger to FHC Life Insurance  Company  (hereinafter  called "United
Fidelity"),  does hereby agree to pay to Americo Life, Inc. ("Americo"),  or its
order,  from the surplus funds identified  below, the sum of $18,000,000,  being
the unpaid  principal  amount of this surplus  debenture as of December 1, 1999,
with  interest on the unpaid  principal  balance  thereof from  December 1, 1999
until paid, both principal and interest payable at Dallas County, Texas, only as
hereinafter provided. This Debenture, both principal and interest, shall, except
as otherwise  provided herein,  be payable only out of the available  surplus of
United Fidelity in excess of $22,000,000,  to be determined as herein  provided.
Terms not otherwise defined herein are defined in paragraph 7 hereof.

         Interest on the principal  balance  hereof from time to time  remaining
unpaid  shall accrue at a rate of 9 1/4% per annum,  hereinafter  referred to as
"the Rate."

         Subject to,  conditioned  upon and as provided in paragraph  (2) below,
interest shall be payable  quarterly on the first day of each  December,  March,
June and September, beginning March 1, 2000. Subject to, conditioned upon and as
provided in paragraph (4) below, principal shall be payable on March 31, 2005.

         (1) Before December 1, March 1, June 1 and September 1 of each calendar
year,  commencing March 1, 2000, the Board of Directors of United  Fidelity,  or
its Executive  Committee acting in the absence of the Board of Directors,  shall
calculate  the  surplus  of  United  Fidelity  as of the end of the  immediately
preceding  calendar quarter in accordance with accounting  practices required or
permitted by the Texas Department of Insurance.

         (2) Subject to the  conditions and provisions in paragraphs (5) and (6)
hereof,  and provided the surplus of United Fidelity  exceeds  $22,000,000 as of
the end of the  immediately  preceding  calendar  quarter as  determined  by the
calculation  required  in  paragraph  (1) above,  United  Fidelity  shall have a
liability to Americo for and shall,  on the dates  specified  in  paragraph  (1)
hereof, pay to Americo, as interest hereon, an amount equal to the lesser of (i)
the interest due on such date under this Surplus  Debenture,  or (ii) the amount
by  which  the  surplus  of  United  Fidelity  exceeds  $22,000,000  as of  such
calculation date.



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EXHIBIT4.5.DOC
         (3) Subject to the  conditions  and provisions in paragraph (6) hereof,
and if, at the time the calculation required in paragraph (1) above is made, the
surplus of United Fidelity does not exceed  $22,000,000 by an additional  amount
sufficient  to pay all of the interest due under this Surplus  Debenture,  after
making the partial  payment as provided in  paragraph  (2) above,  the amount of
remaining due but unpaid  interest shall not be a liability of United  Fidelity,
but shall bear interest at the Rate and shall be carried forward and paid on the
next quarterly interest payment date as provided herein.

         (4) Subject to the  conditions and provisions in paragraphs (5) and (6)
hereof,  and  provided  the  surplus  of  United  Fidelity  exceeds  the  sum of
$22,000,000  plus an amount  equal to all interest due hereon as of the date for
which the calculation  required in paragraph (1) above is made,  United Fidelity
shall have a liability  to Americo  for,  and shall,  on the date  specified  in
paragraph (1) hereof,  pay to Americo principal in an amount equal to the lesser
of (i) the amount  specified in the  principal  schedule in the third  paragraph
hereof,  or (ii) the amount by which the surplus of United  Fidelity,  after the
payment  of  accrued  interest  hereon,  exceeds  $22,000,000,  all  as of  such
calculation  date.  The amount of principal  becoming due and payable  hereunder
shall be either  the  amount  specified  in the third  paragraph  hereof or such
lesser amount as may be paid hereunder in accordance with the provisions  hereof
and paragraph (5) below.

         (5) Subject to the  conditions  and provisions in paragraph (6) hereof,
if, at the time the  calculation  required in paragraph  (1) above is made,  the
surplus of United Fidelity does not exceed  $22,000,000 by an additional  amount
sufficient  to pay all  interest  due hereon,  plus the full amount of principal
payable on such date,  United Fidelity shall only have a liability for and shall
only make such  partial  payment  of such  lesser  amount as will not reduce its
surplus below $22,000,000, with such partial payment of such lesser amount being
applied first to interest due hereon, and the remainder  thereof,  if any, being
applied to principal payment. The unpaid portion of such principal payment shall
not be a liability of United  Fidelity,  but shall be carried  forward until the
next payment date on which such unpaid  principal  may be paid without  reducing
the surplus of United Fidelity below $22,000,000, as provided herein.



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         (6) Notwithstanding any of the foregoing provisions to the contrary, if
at the time the calculation  required in paragraph (1) above is made, should the
Board of Directors of United Fidelity,  or its Executive Committee acting in the
absence of the Board of Directors, determine that the surplus of United Fidelity
exceeds  $22,000,000,  but that such  surplus is not of a  sufficient  amount in
excess of  $22,000,000  so as to permit either an interest or principal  payment
hereon,  either total or partial,  without jeopardizing United Fidelity's status
as a licensed  insurer or its right to transact  business in Texas or elsewhere,
because  of  the  so-called  "risk-based  capital"  requirements  of  the  Texas
Department of Insurance,  or other state insurance regulating authority,  or any
similar  financial  regulatory  requirement  of  United  Fidelity,  the Board of
Directors of United Fidelity,  or its Executive  Committee acting in the absence
of the Board of Directors, may, at its sole discretion,  defer any such interest
or principal payment, total or partial, in which event neither such interest nor
such principal payment shall become a liability of United Fidelity or be paid to
Americo.

         (7)      For purposes of this Surplus Debenture, the term "surplus"
                  shall mean the sum of

                  (i)  "aggregate  write-ins for special  surplus  funds";  (ii)
                  "special surplus funds";  (iii) "gross paid in and contributed
                  debentures"; (iv) "gross paid in and contributed surplus"; (v)
                  "unassigned  funds (surplus)";  (vi) "aggregate  write-ins for
                  other than special surplus funds";
                                    (vii) "any amounts required to be carried as
                           liabilities  with  respect  to  outstanding   surplus
                           debentures of United Fidelity; and
                  (viii) "any  similar  item or entry  having the same effect as
any of items (i)-(vii);

as reflected in the Annual  Statement  of United  Fidelity  filed with the Texas
Department of Insurance of the State of Texas as of December 31 of each year, or
the  statutory  quarterly  financial  statement  form as  adopted  by the  Texas
Department of Insurance,  whichever is  appropriate  to the  particular  payment
hereunder.

         (8) The  obligation  of United  Fidelity to pay this Surplus  Debenture
shall be strictly  construed,  and shall not be or constitute  either a legal or
financial  statement  liability of United Fidelity or a claim against any of its
assets,  except as specifically  provided for herein, and in no event shall this
Surplus  Debenture be considered  or treated as a current or fixed  liability or
obligation  of  United   Fidelity  as  defined  under  the  insurance  laws  and
regulations of the State of Texas, except and only to the limited extent of each
quarterly  payment of  interest  or payment of  principal  that  becomes due and
payable as provided hereunder.

         (9) In the event of liquidation or receivership of United Fidelity, the
unpaid  principal  balance of this Surplus  Debenture,  plus any unpaid interest
thereon,  shall  become  immediately  due and  payable to  Americo  and shall be
superior to and in preference of the rights and claims of stockholders of United
Fidelity; provided, however, that all obligations,  rights, and claims hereunder
are  expressly  subordinated  to the claim of any  supervisor,  conservator,  or
receiver of United  Fidelity  appointed by the  Commissioner of Insurance of the
State of Texas, and the claims of all other creditors,  other than  stockholders
of United Fidelity.

         (10) All payments made  hereunder  shall be credited  first to interest
which may be due and unpaid,  if any, and the balance of such  payment  shall be
credited to the principal amount hereof.


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         (11) Nothing herein contained shall be construed as prohibiting  United
Fidelity from merging or consolidating with another  corporation or from selling
or reinsuring any part or all of its business, or from acquiring all or any part
of the assets of any other  corporation.  In the event United  Fidelity shall be
consolidated or merged into another  corporation or shall sell substantially all
of its  assets to any other  corporation,  the  corporation  into  which  United
Fidelity is consolidated or merged or to which the assets of United Fidelity are
transferred, shall expressly assume the liability of United Fidelity hereunder.

         (12) No recourse  shall be had for the payment of the  principal of, or
the  interest  of this  Surplus  Debenture,  or for any claims  based  hereon or
otherwise in respect hereof, against any incorporator,  stockholder, officer, or
director,  past,  present or future,  of United  Fidelity;  such liability,  the
acceptance of and as a part of the consideration for the issuance hereof,  being
expressly released.

         (13) By acceptance  and as part of the  consideration  for the issuance
hereof, the above-named payee and any holder hereof expressly  acknowledges that
it has been informed and has knowledge that this Surplus  Debenture has not been
registered  under the Securities Act of 1933, as amended,  or the Securities Act
or Blue Sky laws of any state,  and that United Fidelity has issued this Surplus
Debenture  pursuant to exemptions from  registration  available under such acts.
The above-named payee and any holder hereof further  expressly  acknowledges and
agrees that it has acquired this Surplus  Debenture for investment  purposes and
not with a view  toward a  public  distribution  hereof  and that  this  Surplus
Debenture  may  not be  sold  or  otherwise  transferred  in the  absence  of an
effective  registration  statement  with  respect  hereto or an  exemption  from
registration  under  the  Securities  Act of  1933,  as  amended,  or any  other
applicable securities law.

         (14)  If  this  Surplus   Debenture  is  collected   through   judicial
proceedings,  United  Fidelity  agrees,  subject to conditions and  restrictions
contained herein,  to pay reasonable  attorneys' fees to the holder with respect
to legal services performed in such collection.

         Dated this ______ day of December, 1999.


                                     United Fidelity Life Insurance Company


                                    By: ________________________________
                                         Gary L. Muller, President
Attest:


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Major W. Park Jr., Secretary