Exhibit 4.5








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                               AMENDED AND RESTATED

                               DECLARATION OF TRUST

                                      among

                     AMERUS LIFE HOLDINGS, INC., as Sponsor,

                            FIRST UNION NATIONAL BANK,
                               as Property Trustee,

                 FIRST UNION TRUST COMPANY, NATIONAL ASSOCIATION
                               as Delaware Trustee,

                                       and

                         THE ADMINISTRATORS NAMED HEREIN

                            Dated as of July  27, 1998

                                AMERUS CAPITAL II


==============================================================================
<PAGE>
                         AMENDED AND RESTATED DECLARATION

                                     OF TRUST

                                TABLE OF CONTENTS
                                                                         Page
                                    ARTICLE I
INTERPRETATION AND DEFINITIONS. ..1

Section 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .1

                                   ARTICLE II
TRUST INDENTURE ACT. . . . . . . .9

Section 2.1. Trust Indenture Act; Application . . . . . . . . . . . . . . . . .9
Section 2.2. Lists of Holders of Securities . . . . . . . . . . . . . . . . . .9
Section 2.3. Reports by the Property Trustee. . . . . . . . . . . . . . . . . 10
Section 2.4. Periodic Reports to Property Trustee . . . . . . . . . . . . . . 10
Section 2.5. Evidence of Compliance with Conditions Precedent . . . . . . . . 10
Section 2.6. Events of Default; Waiver. . . . . . . . . . . . . . . . . . . . 10
Section 2.7. Event of Default; Notice . . . . . . . . . . . . . . . . . . . . 12

                                  ARTICLE III
ORGANIZATION . . . . . . . . . . 13

Section 3.1. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.2. Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.3. Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.4. Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.5. Title to Property of the Trust . . . . . . . . . . . . . . . . . 14
Section 3.6. Powers and Duties of the Administrators. . . . . . . . . . . . . 14
Section 3.7. Prohibition of Actions by the Trust, the Administrators and the
Trustees . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.8. Powers and Duties of the Property Trustee. . . . . . . . . . . . 18
Section 3.9. Certain Duties and Responsibilities of the Property Trustee. . . 20
Section 3.10  Certain Rights of the Property Trustee. . . . . . . . . . . . . 22
Section 3.11  Delaware Trustee. . . . . . . . . . . . . . . . . . . . . . . . 24
Section 3.12  Execution of Documents. . . . . . . . . . . . . . . . . . . . . 25
Section 3.13. Not Responsible for Recitals or Issuance of Securities. . . . . 25
Section 3.14. Duration of Trust . . . . . . . . . . . . . . . . . . . . . . . 25
Section 3.15. Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
                                  ARTICLE IV
SPONSOR. . . . . . . . . . . . . 27

Section 4.1. Sponsor's Purchase of Common Trust Securities. . . . . . . . . . 27
Section 4.2. Responsibilities of the Sponsor. . . . . . . . . . . . . . . . . 27
Section 4.3. Right to Proceed . . . . . . . . . . . . . . . . . . . . . . . . 28

                                   ARTICLE V
TRUSTEES AND ADMINISTRATORS . . . 28

Section 5.1. Number of Trustees: Appointment of Co-Trustee. . . . . . . . . . 28
Section 5.2. Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.3. Property Trustee; Eligibility. . . . . . . . . . . . . . . . . . 29
Section 5.4. Certain Qualifications of Administrators and Delaware
                  Trustee Generally . . . . . . . . . . . . . . . . . . . . . 30
Section 5.5. Administrators . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 5.6. Delaware Trustee . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 5.7. Appointment, Removal and Resignation of Trustees . . . . . . . . 31
Section 5.8. Vacancies among Trustees . . . . . . . . . . . . . . . . . . . . 33
Section 5.9. Effect of Vacancies. . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.10. Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.11. Delegation of Power . . . . . . . . . . . . . . . . . . . . . . 33
Section 5.12. Merger, Conversion, Consolidation or Succession to Business . . 34

                                       ARTICLE VI
DISTRIBUTIONS. . . . . . . . 34

Section 6.1. Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . 34

                                  ARTICLE VII
ISSUANCE OF SECURITIES . . . . . 34

Section 7.1. General Provisions Regarding Securities. . . . . . . . . . . . . 34
Section 7.2. Execution and Authentication . . . . . . . . . . . . . . . . . . 35
Section 7.3. Form and Dating. . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 7.4. Registrar, Paying Agent and Exchange Agent . . . . . . . . . . . 37
Section 7.5. Paying Agent to Hold Money in Trust. . . . . . . . . . . . . . . 37
Section 7.6. Replacement Securities . . . . . . . . . . . . . . . . . . . . . 38
Section 7.7. Outstanding QUIPS. . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.8. QUIPS in Treasury. . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.9. Temporary Securities . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.10. Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.11. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . . 39

                                  ARTICLE VIII
DISSOLUTION OF TRUST. . . . . . 40

Section 8.1. Dissolution of Trust . . . . . . . . . . . . . . . . . . . . . . 40

                                   ARTICLE IX
TRANSFER OF INTERESTS. . . . . . 41

Section 9.1. Transfer of Securities . . . . . . . . . . . . . . . . . . . . . 41
Section 9.2. Transfer Procedures and Restrictions . . . . . . . . . . . . . . 41
Section 9.3. Deemed Security Holders. . . . . . . . . . . . . . . . . . . . . 45
Section 9.4. Book Entry Interests . . . . . . . . . . . . . . . . . . . . . . 45
Section 9.5. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . 45
Section 9.6. Appointment of Successor Clearing Agency . . . . . . . . . . . . 45

                               ARTICLE X
LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES,ADMINISTRATORS OR 
OTHERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

Section 10.1. Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 10.2. Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 10.3. Fiduciary Duty. . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 10.4. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 10.5. Outside Businesses. . . . . . . . . . . . . . . . . . . . . . . 50

                                   ARTICLE XI
ACCOUNTING . . . . . . . . . . . 51

Section 11.1. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 11.2. Certain Accounting Matters. . . . . . . . . . . . . . . . . . . 51
Section 11.3. Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 11.4. Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . 52

                                  ARTICLE XII
AMENDMENTS AND MEETINGS. . . . . 52

Section 12.1. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 12.2. Meetings of the Holders; Action by Written Consent. . . . . . . 54
<PAGE>
                                   ARTICLE XIII
REPRESENTATIONS OF PROPERTY TRUSTEE AND
DELAWARE TRUSTEE. . . . . . . . . . . . . . . 56

Section 13.1. Representations and Warranties of Property Trustee. . . . . . . 56
Section 13.2. Representations and Warranties of Delaware Trustee. . . . . . . 56

                                   ARTICLE XIV
MISCELLANEOUS. . . . . . . . . . 57

Section 14.1. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 14.2. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 14.3. Intention of the Parties. . . . . . . . . . . . . . . . . . . . 58
Section 14.4. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 14.5. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . 59
Section 14.6. Partial Enforceability. . . . . . . . . . . . . . . . . . . . . 59
Section 14.7. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . 59
<PAGE>
Annex I   -    Terms of Securities

Exhibit A-1    -    Form of Quarterly Income Preferred Security

Exhibit A-2    -    Form of Common Trust Security
<PAGE>
                   AMENDED AND RESTATED DECLARATION OF TRUST
                                        
                                       OF
                                        
                               AMERUS CAPITAL II
                                        
                                 July 27, 1998

          AMENDED AND RESTATED DECLARATION OF TRUST ("Declaration") dated and
effective as of July 27, 1998, by the Trustees (as defined herein), the Sponsor
(as defined herein), the Administrators (as defined herein) and by the holders,
from time to time, of undivided beneficial interests in the assets of the Trust
to be issued pursuant to this Declaration;

          WHEREAS, AmerUs Capital II (the "Trust") has been established as a
trust created under the Business Trust Act (as defined herein) pursuant to a
Trust Agreement dated as of April 14, 1998 (the "Original Declaration") and a
Certificate of Trust executed and filed with the Secretary of State of the State
of Delaware on April 14, 1998, for the sole purpose of issuing and selling
certain securities representing undivided beneficial interests in the assets of
the Trust and investing the proceeds thereof in certain Debentures of the
Debenture Issuer (each as hereinafter defined);

          WHEREAS, the parties hereto, by this Declaration, amend and restate
each and every term and provision of the Original Declaration; and

          NOW, THEREFORE, it being the intention of the parties hereto to
continue the Trust as a business trust under the Business Trust Act and that
this Declaration constitute the governing instrument of such business trust, the
Trustees declare that all assets contributed to the Trust will be held in trust
for the benefit of the holders, from time to time, of the securities
representing undivided beneficial interests in the assets of the Trust issued
hereunder, subject to the provisions of this Declaration.


                                    ARTICLE I
                          INTERPRETATION AND DEFINITIONS

          Section 1.1.  Definitions.  Unless the context otherwise requires:

          (a)  Capitalized terms used in this Declaration but not defined in the
preamble above have the respective meanings assigned to them in this Section
1.1;

          (b)  a term defined anywhere in this Declaration has the same meaning
throughout;

          (c)  all references to "the Declaration" or "this Declaration" are to
this Declaration as modified, supplemented or amended from time to time;

          (d)  all references in this Declaration to Articles and Sections and
Annexes and Exhibits are to Articles and Sections of and Annexes and Exhibits to
this Declaration unless otherwise specified;

          (e)  a term defined in the Trust Indenture Act has the same meaning
when used in this Declaration unless otherwise defined in this Declaration or
unless the context otherwise requires;

          (f)  a term defined in the Indenture (as defined herein) or the Master
Unit Agreement (as defined herein) has the same meaning when used in this
Declaration unless otherwise defined in this Declaration or the context
otherwise requires; and

          (g)  a reference to the singular includes the plural and vice versa.

          "Administrators" means each of Michael E. Sproule, Michael G. Fraizer
and James A. Smallenberger solely in such Person's capacity as Administrator of
the Trust created and continued hereunder and not in such Person's individual
capacity, or such Administrator's successor in interest in such capacity, or any
successor appointed as herein provided.  

          "Affiliate" has the same meaning as given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

          "Agent" means any Paying Agent, Registrar or Exchange Agent.

          "Authorized Officer" of a Person means any other Person that is
authorized to legally bind such former Person.

          "Bankruptcy Event" means, with respect to any Person:

          (a)  a court having jurisdiction in the premises shall enter a decree
     or order for relief in respect of such Person in an involuntary case under
     any applicable bankruptcy, insolvency or other similar law now or hereafter
     in effect, or appointing a receiver, liquidator, assignee, custodian,
     trustee, sequestrator (or similar official) of such Person or for all or
     any substantial part of its property, or ordering the winding-up or
     liquidation of its affairs and such decree or order shall remain unstayed
     and in effect for a period of 90 consecutive days; or
 
          (b)  such Person shall commence a voluntary case under any applicable
     bankruptcy, insolvency or other similar law now or hereafter in effect,
     shall consent to the entry of an order for relief in an involuntary case
     under any such law, or shall consent to the appointment of or taking of
     possession by a receiver, liquidator, assignee, trustee, custodian,
     sequestrator (or other similar official) of such Person of all or any
     substantial part of its property, or shall make any general assignment for
     the benefit of creditors, or shall fail generally to pay its debts as they
     become due.

          "Book Entry Interest" means a beneficial interest in a Global Security
registered in the name of a Clearing Agency or its nominee, ownership and
transfers of which shall be maintained and made through book entries by a
Clearing Agency as described in Section 9.4.

          "Business Day" means any day other than a Saturday or a Sunday or a
day on which banking institutions in The City of New York or Charlotte, North
Carolina are authorized or required by law or executive order to close.

          "Business Trust Act" means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. C. Section 3801 et seq., as it may be amended from time to time,
or any successor legislation.

          "Clearing Agency" means an organization registered as a "Clearing
Agency" pursuant to Section 17A of the Exchange Act that is acting as depositary
for the QUIPS and in whose name or in the name of a nominee of that organization
shall be registered a Global Security and which shall undertake to effect
book-entry transfers and pledges of the QUIPS.

          "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time the Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

          "Closing Time" means the "First Time of Delivery" under the
Underwriting Agreement.

          "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor legislation.

          "Commission" means the United States Securities and Exchange
Commission as from time to time constituted, or if any time after the execution
of this Declaration such Commission is not existing and performing the duties
now assigned to it under applicable federal securities laws, then the body
performing such duties at such time.

          "Common Trust Securities" has the meaning specified in Section 7.1(a).

          "Common Trust Securities Guarantee" means the guarantee agreement
dated as of the date hereof of the Sponsor in respect of the Common Trust
Securities.

          "Common Trust Securities Subscription Agreement" means the Common
Trust Securities Subscription Agreement, dated as of the date hereof, by and
between the Debenture Issuer and the Trust.

          "Company Indemnified Person" means (a) any Administrator; (b) any
Affiliate of any Administrator; (c) any officers, directors, shareholders,
members, partners, employees, representatives or agents of any Administrator; or
(d) any officer, employee or agent of the Trust or its Affiliates.

          "Corporate Trust Office" means the office of the Property Trustee at
which the corporate trust business of the Property Trustee shall, at any
particular time, be principally administered, which office at the date of
execution of this Agreement is located at First Union National Bank Corporate
Trust Group, 230 South Tyson St., Charlotte, North Carolina 28288-1179.

          "Covered Person" means:  (a) any officer, director, shareholder,
partner, member, representative, employee or agent of (i) the Trust or (ii) the
Trust's Affiliates; and (b) any Holder of Securities.

          "Debenture Issuer" means AmerUs Life Holdings, Inc., an Iowa
corporation, or any successor entity resulting from any consolidation,
amalgamation, merger or other business combination, in its capacity as issuer of
the Debentures under the Indenture.
 
          "Debenture Subscription Agreement" means the Debenture Subscription
Agreement, dated as of the date hereof, by and between the Debenture Issuer and
the Trust.
 
          "Debenture Trustee" means First Union National Bank, a national
banking association, as trustee under the Indenture until a successor is
appointed thereunder, and thereafter means such successor trustee.

          "Debentures" means the 6.86% Junior Subordinated Deferrable Interest
Debentures due July 27, 2003 of the Debenture Issuer issued pursuant to the
Indenture.
 
          "Default" means an event, act or condition that with notice or lapse
of time, or both, would constitute an Event of Default.

          "Definitive QUIPS" shall have the meaning set forth in Section 7.3(d).
 
          "Delaware Trustee" has the meaning set forth in Section 5.2.
 
          "Direct Action" shall have the meaning set forth in Section 3.8(e).
 
          "Distribution" means a distribution payable to Holders in accordance
with Section 6.1.

          "DTC" means The Depository Trust Company, the initial Clearing Agency.
 
          "Event of Default" in respect of the Securities means an Event of
Default (as defined in the Indenture) that has occurred and is continuing in
respect of the Debentures.
 
          "Exchange Act" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor legislation.

          "Fiduciary Indemnified Person" has the meaning set forth in Section
10.4(b).
 
          "Final Redemption Price" has the meaning set forth in Section 4 of
Annex I hereto.
 
          "Fiscal Year" has the meaning set forth in Section 11.1.

          "Global Security" has the meaning set forth in Section 7.3(b).
 
          "Holder" means a Person in whose name a Security is registered, such
Person being a beneficial owner within the meaning of the Business Trust Act,
PROVIDED, HOWEVER, that with respect to any QUIPS that underlie Normal Units,
the Holder (as defined in the Master Unit Agreement and as notified to the
Property Trustee by or on behalf of the Unit Agent) of such Normal Units shall
be deemed to be the Holder of such QUIPS for all purposes under the Declaration
and the Indenture other than for receipt of Distributions on, or other payments
to be made in respect of, such QUIPS (including the distribution of Debentures
in connection with a Dissolution Event or the exercise of a Put Option).  The
Property Trustee shall from time to time request from the Unit Agent a copy of
the Unit Register for the Normal Units as shall be necessary to give effect to
the foregoing.
 
          "Indemnified Person" means a Company Indemnified Person or a Fiduciary
Indemnified Person.
 
          "Indenture" means the Indenture dated as of the date hereof, between
the Debenture Issuer and the Debenture Trustee, providing for the issuance of
subordinated debt securities in series, as amended from time to time.
 
          "Investment Company" means an investment company as defined in the
Investment Company Act.
 
          "Investment Company Act" means the Investment Company Act of 1940, as
amended from time to time, or any successor legislation.

          "Legal Action" has the meaning set forth in Section 3.6(f).
 
          "Like Amount" has the meaning set forth in Section 3 of Annex I
hereto.
 
          "List of Holders" has the meaning set forth in Section 2.2(a).
          "Majority in liquidation amount" means, with respect to the Trust
Securities, except as provided in the terms of the QUIPS or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding QUIPS or
Holders of outstanding Common Trust Securities voting separately as a class, who
are the record owners of more than 50% of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.

          "Master Unit Agreement" shall mean the Master Unit Agreement between
AmerUs Life Holdings, Inc. and First Union National Bank, as Unit Agent, dated
as of the date hereof.  

          "Officers' Certificate" means, (i) with respect to any Person other
than the Trust, a certificate signed by two of the following: the Chairman, a
Vice Chairman, the Chief Executive Officer, the President, the Chief Financial
Officer, a Vice President (whether or not designated by a number or a word or
words added before or after such title), the Comptroller, or the Secretary or an
Assistant Secretary of such Person and (ii) with respect to the Trust, a
certificate signed by not less than two administrators.  Any Officers'
Certificate delivered with respect to compliance with a condition or covenant
provided for in this Declaration shall include:

          (i)  a statement that each officer signing the Officers' Certificate
     has read the covenant or condition and the definitions herein relating
     thereto;

          (ii) a brief statement of the nature and scope of the examination or
     investigation undertaken by each officer in rendering the Officers'
     Certificate;
 
          (iii)     a statement that each such officer has made such examination
     or investigation as, in such officer's opinion, is necessary to enable such
     officer to express an informed opinion as to whether or not such covenant
     or condition has been complied with; and
 
          (iv) a statement as to whether, in the opinion of each such officer,
     such condition or covenant has been complied with.

          "Opinion of Counsel" shall mean a written opinion of counsel, who may
be an employee of the Sponsor, and who shall be acceptable to the Property
Trustee.
 
          "Participants" shall have the meaning set forth in Section 7.3(c).
 
          "Paying Agent" has the meaning specified in Section 7.4.
 
          "Payment Amount" has the meaning set forth in Section 6.1.
 
          "Person" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, limited
liability company, trust, unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.
 
          "Property Trustee" has the meaning set forth in Section 5.3(a).
 
          "Property Trustee Account" has the meaning set forth in Section
3.8(c).

          "Quorum" means a majority of the Administrators or, if there are only
two Administrators, both of them.
 
          "QUIPS-SM-(1)" has the meaning specified in Section 7.1(a).

          "QUIPS Guarantee" means the guarantee agreement of the Sponsor dated
as of the date hereof in respect of the QUIPS.

          "QUIPS Beneficial Owner" means, with respect to a Book Entry Interest,
a Person who is the beneficial owner of such Book Entry Interest, as reflected
on the books of the Clearing Agency, or on the books of a Person maintaining an
account with such Clearing Agency (directly as a Clearing Agency Participant or
as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).

          "Registrar" has the meaning set forth in Section 7.4.

          "Registration Statements" has the meaning set forth in Section 3.6(b).

          "Related Party" means, with respect to the Sponsor, any direct or
indirect wholly owned subsidiary of the Sponsor or any other Person that owns,
directly or indirectly, 100% of the outstanding voting securities of the
Sponsor.
 
          "Responsible Officer" means, with respect to the Property Trustee, any
officer within the Corporate Trust Office of the Property Trustee with direct
responsibility for the administration of this Declaration and also means, with
respect to a particular corporate trust matter, any other officer of the
Property Trustee to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

          "Securities" or "Trust Securities" means the Common Trust Securities
and the QUIPS.
 
          "Securities Act" means the Securities Act of 1933, as amended from
time to time, or any successor legislation.

          "Securities Guarantees" means the Common Trust Securities Guarantee
and the QUIPS Guarantee.

          "Sponsor" means AmerUs Life Holdings, Inc., an Iowa corporation, or
any successor entity resulting from any merger, consolidation, amalgamation or
other business combination, in its capacity as sponsor of the Trust.

-------------------------

(1)  QUIPS is a servicemark of Goldman, Sachs & Co.
<PAGE>
          "Subscription Agreements" means the Common Trust Securities
Subscription Agreement and the Debenture Subscription Agreement.

          "Successor Delaware Trustee" has the meaning set forth in Section
5.7(b)(ii).
 
          "Successor Entity" has the meaning set forth in Section 3.15(b)(i).
 
          "Successor Property Trustee" has the meaning set forth in Section
3.8(f).
 
          "Successor Securities" has the meaning set forth in Section
3.15(b)(i)(B).

          "Super Majority" has the meaning set forth in Section 2.6(a)(ii).

          "10% in liquidation amount" means, with respect to the Trust
Securities, except as provided in the terms of the QUIPS or by the Trust
Indenture Act, Holder(s) of outstanding Trust Securities voting together as a
single class or, as the context may require, Holders of outstanding QUIPS or
Holders of outstanding Common Trust Securities voting separately as a class, who
are the record owners of 10% or more of the aggregate liquidation amount
(including the stated amount that would be paid on redemption, liquidation or
otherwise, plus accrued and unpaid Distributions to the date upon which the
voting percentages are determined) of all outstanding Securities of the relevant
class.
 
          "Treasury Regulations" means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.

          "Trustee" or "Trustees" means each Person who has signed this
Declaration as a trustee, so long as such Person shall continue in office in
accordance with the terms hereof, and all other Persons who may from time to
time be duly appointed, qualified and serving as Trustees in accordance with the
provisions hereof, and references herein to a Trustee or the Trustees shall
refer to such Person or Persons solely in their capacity as trustees hereunder.
 
          "Underwriting Agreement" means the Underwriting Agreement among AmerUs
Life Holdings, Inc., the Trust and the underwriters named therein, dated as of
July 21, 1998, for the initial offering and sale of the Units.

          "Units" has the meaning set forth in the Master Unit Agreement.

          "1933 Act Registration Statement" has the meaning set forth in
Section 3.6(b).

          "1934 Act Registration Statement" has the meaning set forth in
Section 3.6(b).


                                    ARTICLE II
                               TRUST INDENTURE ACT

          Section 2.1.  Trust Indenture Act; Application.  (a) This Declaration
is subject to the provisions of the Trust Indenture Act that are required to be
part of this Declaration and shall, to the extent applicable, be governed by
such provisions.

          (b)  The Property Trustee shall be the only Trustee which is a Trustee
for the purposes of the Trust Indenture Act.

          (c)  If and to the extent that any provision of this Declaration
limits, qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.
 
          (d)  The application of the Trust Indenture Act to this Declaration
shall not affect the nature of the Securities as equity securities representing
undivided beneficial interests in the assets of the Trust.

          Section 2.2.  Lists of Holders of Securities.  (a) Each of the Sponsor
and the Administrators on behalf of the Trust shall provide the Property
Trustee, unless the Property Trustee is Registrar for the Securities (i) on a
quarterly basis on each record date for payment of Distributions, a list, in
such form as the Property Trustee may reasonably require, of the names and
addresses of the Holders ("List of Holders") as of such record date, and (ii) at
such other times as the Property Trustee may request in writing, within 30 days
of receipt by the Trust of such written request, a List of Holders as of a date
not more than 15 days prior to the time such List of Holders is furnished to the
Property Trustee. The Property Trustee shall preserve, in as current a form as
is reasonably practicable, all information contained in Lists of Holders given
to it or which it receives in the capacity as Paying Agent (if acting in such
capacity), provided that the Property Trustee may destroy any List of Holders
previously given to it on receipt of a new List of Holders.

          (b)  The Property Trustee shall comply with its obligations under
Sections 311(a), 311(b) and 312(b) of the Trust Indenture Act.  

          Section 2.3.  Reports by the Property Trustee.  If required by Section
313(a) of the Trust Indenture Act, the Property Trustee shall, within sixty days
after each  December 31, following the date of this Indenture, commencing  March
1, 1999, deliver to the Holders of QUIPS a brief report, dated as of such March
1, 1999, which complies with the provisions of such Section 313(a) of the Trust
Indenture Act.  The Property Trustee shall also comply with the requirements of
Section 313(d) of the Trust Indenture Act.

          Section 2.4.  Periodic Reports to Property Trustee.  Each of the
Sponsor and the Administrators on behalf of the Trust shall provide to the
Property Trustee such documents, reports and information as are required by
Section 314 of the Trust Indenture Act (if any) and the compliance certificate
required by Section 314 of the Trust Indenture Act in the form, in the manner
and at the times required by Section 314 of the Trust Indenture Act. Delivery of
such documents, reports and information to the Trustee is for informational
purposes only and the Property Trustee's receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Trust's compliance with any of its
covenants hereunder (as to which the Property Trustee is entitled to rely
exclusively on Officers' Certificates).  

          Section 2.5.  Evidence of Compliance with Conditions Precedent.  Each
of the Sponsor and the Administrators on behalf of the Trust shall provide to
the Property Trustee such evidence of compliance with any conditions precedent
provided for in this Declaration that relate to any of the matters set forth in
Section 314(c) of the Trust Indenture Act.  Any certificate or opinion required
to be given by an officer pursuant to Section 314(c) (1) of the Trust Indenture
Act may be given in the form of an Officers' Certificate.  

          Section 2.6.  Events of Default; Waiver.  (a) The Holders of a
Majority in liquidation amount of QUIPS may, by vote or written consent, on
behalf of the Holders of all of the QUIPS, waive any past Event of Default in
respect of the QUIPS and its consequences, PROVIDED, that if the underlying
Event of Default under the Indenture:

          (i)  is not waivable under the Indenture, the Event of Default under
     the Declaration shall also not be waivable; or

          (ii) requires the consent or vote of greater than a majority in
     aggregate principal amount of the holders of the Debentures (a "Super
     Majority") to be waived under the Indenture, the Event of Default under the
     Declaration may only be waived by the vote of the Holders of at least the
     proportion in aggregate liquidation amount of the QUIPS that the relevant
     Super Majority represents of the aggregate principal amount of the
     Debentures outstanding.

The foregoing provisions of this Section 2.6(a) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act. Upon such waiver, any such
default shall cease to exist, and any Event of Default with respect to the QUIPS
arising therefrom shall be deemed to have been cured, for every purpose of this
Declaration, but no such waiver shall extend to any subsequent or other default
or an Event of Default with respect to the QUIPS or impair any right consequent
thereon. Any waiver by the Holders of the QUIPS of an Event of Default with
respect to the QUIPS shall also be deemed to constitute a waiver by the Holders
of the Common Trust Securities of any such Event of Default with respect to the
Common Trust Securities for all purposes of this Declaration without any further
act, vote, or consent of the Holders of the Common Trust Securities.  

          The Holders of a Majority in liquidation amount of the QUIPS will have
the right to direct the time, method and place of conducting any proceeding for
any remedy available to the Property Trustee or to direct the exercise of any
trust or power conferred upon the Property Trustee, including the right to
direct the Property Trustee to exercise the remedies available to it as holder
of the Debentures; provided, however, that (subject to the provisions of Section
3.9) the Property Trustee shall have the right to decline to follow any such
direction if the Property Trustee shall determine that the action so directed
would be unjustly prejudicial to the Holders not taking part in such direction
or if the Property Trustee, being advised by counsel, determines that the action
or proceeding so directed may not lawfully be taken or if the Property Trustee,
in good faith, by its board of directors or trustees, executive committee, or a
trust committee of directors or trustees and/or Responsible Officers, shall
determine that the action or proceedings so directed would involve the Property
Trustee in personal liability. If the Property Trustee fails to enforce its
rights under the Debentures after the Holders of a Majority in liquidation
amount of the QUIPS have so directed the Property Trustee, a Holder of record of
such QUIPS may, to the fullest extent permitted by law, institute a legal
proceeding against the Debenture Issuer to enforce the Property Trustee's rights
under the Debentures without first instituting any legal proceeding against the
Property Trustee or any other Person.

          (b)  The Holders of a Majority in liquidation amount of the Common
Trust Securities may, by vote or written consent, on behalf of the Holders of
all of the Common Trust Securities, waive any past Event of Default with respect
to the Common Trust Securities and its consequences, PROVIDED, that if the
underlying Event of Default under the Indenture:

          (i)  is not waivable under the Indenture, except where the Holders of
     the Common Trust Securities are deemed to have waived such Event of Default
     under the Declaration as provided below in this Section 2.6(b), the Event
     of Default under the Declaration shall also not be waivable; or

          (ii) requires the consent or vote of a Super Majority to be waived,
     except where the Holders of the Common Trust Securities are deemed to have
     waived such Event of Default under the Declaration as provided below in
     this Section 2.6(b), the Event of Default under the Declaration may only be
     waived by the vote of the Holders of at least the proportion in aggregate
     liquidation amount of the Common Trust Securities that the relevant Super
     Majority represents of the aggregate principal amount of the Debentures
     outstanding;

PROVIDED FURTHER, each Holder of Common Trust Securities will be deemed to have
waived any such Event of Default and all Events of Default with respect to the
Common Trust Securities and its consequences until all Events of Default with
respect to the QUIPS have been cured, waived or otherwise eliminated, and until
such Events of Default have been so cured, waived or otherwise eliminated, the
Property Trustee will be deemed to be acting solely on behalf of the Holders of
the QUIPS and only the Holders of the QUIPS will have the right to direct the
Property Trustee in accordance with the terms of the Securities. The foregoing
provisions of this Section 2.6(b) shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from this
Declaration and the Securities, as permitted by the Trust Indenture Act. 
Subject to the foregoing provisions of this Section 2.6(b), upon such waiver,
any such default shall cease to exist and any Event of Default with respect to
the Common Trust Securities arising therefrom shall be deemed to have been cured
for every purpose of this Declaration, but no such waiver shall extend to any
subsequent or other default or Event of Default with respect to the Common Trust
Securities or impair any right consequent thereon.

          (c)  A waiver of an Event of Default under the Indenture by the
Property Trustee, at the direction of the Holders of the QUIPS, constitutes a
waiver of the corresponding Event of Default under this Declaration. The
foregoing provisions of this Section 2.6(c) shall be in lieu of Section
316(a)(1)(B) of the Trust Indenture Act and such Section 316(a)(1)(B) of the
Trust Indenture Act is hereby expressly excluded from this Declaration and the
Securities, as permitted by the Trust Indenture Act.

          Section 2.7.  Event of Default; Notice.  (a) The Property Trustee
shall, within 90 days after the occurrence of an Event of Default actually known
to a Responsible Officer of the Property Trustee, transmit by mail, first class
postage prepaid, to the Holders, notices of all defaults with respect to the
Securities actually known to a Responsible Officer of the Property Trustee,
unless such defaults have been cured before the giving of such notice (the term
"defaults" for the purposes of this Section 2.7(a) being hereby defined to be an
Event of Default as defined in the Indenture, not including any periods of grace
provided for therein and irrespective of the giving of any notice provided
therein); provided that, except for a default in the payment of principal of (or
premium, if any) or interest on any of the Debentures, the Property Trustee
shall be protected in withholding such notice if and so long as a Responsible
Officer of the Property Trustee in good faith determines that the withholding of
such notice is in the interests of the Holders.
 
          (b)  The Property Trustee shall not be deemed to have knowledge of any
default except:
 
          (i)  a default under Sections 5.01(1) and 5.01(2) of the Indenture; or

          (ii) any default as to which the Property Trustee shall have received
     written notice or of which a Responsible Officer of the Property Trustee
     charged with the administration of the Declaration shall have actual
     knowledge.

          (c)  Within ten Business Days after the occurrence of an Event of
Default actually known to a Responsible Officer of the Property Trustee, the
Property Trustee shall transmit notice of such Event of Default to the holders
of the QUIPS, the Administrators and the Sponsor, unless such Event of Default
shall have been cured or waived. The Sponsor and the Administrators shall file
annually with the Property Trustee a certification as to whether or not they are
in compliance with all the conditions and covenants applicable to them under
this Declaration.  


                                   ARTICLE III
                                   ORGANIZATION

          Section 3.1.  Name.  The Trust is named "AmerUs Capital II" as such
name may be modified from time to time by the Administrators following written
notice to the Trustees and the Holders of Securities. The Trust's activities may
be conducted under the name of the Trust or any other name deemed advisable by
the Administrators.  

          Section 3.2.  Office.  The address of the principal office of the
Trust is c/o AmerUs Life Holdings, Inc., 699 Walnut Street, Des Moines, Iowa
50309.  On ten Business Days written notice to the Property Trustee, the
Delaware Trustee and the Holders of Securities, the Administrators may designate
another principal office.

          Section 3.3.  Purpose.  The exclusive purposes and functions of the
Trust are (a) to issue and sell the Securities, (b) use the proceeds from the
sale of the Securities to acquire the Debentures, and (c) except as otherwise
limited herein, to engage in only those other activities necessary or incidental
thereto, including, without limitation, those activities specified in
Sections 3.6, 3.8, 3.9, 3.10, 3.11 and/or 3.12.  The Trust shall not borrow
money, issue debt or reinvest proceeds derived from investments, mortgage or
pledge any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust either not to be classified for United
States Federal income tax purposes as a grantor trust or to be classified as an
association taxable as a corporation or as other than a grantor trust for United
States Federal income tax purposes.
 
          Section 3.4.  Authority.  Subject to the limitations provided in this
Declaration and to the specific duties of the Property Trustee, the
Administrators shall have exclusive and complete authority to carry out the
purposes of the Trust. An action taken by the Administrators or any of them in
accordance with their powers shall constitute the act of and serve to bind the
Trust and an action taken by the Property Trustee on behalf of the Trust in
accordance with its powers shall constitute the act of and serve to bind the
Trust. In dealing with the Trustees acting on behalf of the Trust, no Person
shall be required to inquire into the authority of the Trustees to bind the
Trust. Persons dealing with the Trust are entitled to rely conclusively on the
power and authority of the Trustees as set forth in this Declaration. The
Administrators shall have only those ministerial duties set forth herein with
respect to accomplishing the purposes of the Trust and are not intended to be
trustees or fiduciaries with respect to the Trust or the Holders. The Property
Trustee shall have the right, but shall not be obligated except as provided in
Section 3.6, to perform those duties assigned to the Administrators.

          Notwithstanding anything in this Declaration to the contrary, (a) the
issuance and sale by the Trust of the Securities in accordance with this
Declaration, the execution, delivery and performance by the Trust of the
Underwriting Agreement, the consummation by the Trust of the transactions
contemplated by this Declaration, the Securities and the Underwriting Agreement,
and the compliance by the Trust with its obligations thereunder, respectively,
do not violate and shall be deemed not to violate any provision of this
Declaration, (b) the execution, delivery and performance by the Trust of the
Underwriting Agreement is authorized and ratified in all respects, and no
approval or consent of the Sponsor, the Trustees or the Administrators, and no
trust action on the part of the Trust, is required under this Declaration for
such authorization and ratification.

          Section 3.5.  Title to Property of the Trust.  Except as provided in
Section 3.8 with respect to the Debentures and the Property Trustee Account or
as otherwise provided in this Declaration, legal title to all assets of the
Trust shall be vested in the Trust. The Holders shall not have legal title to
any part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.
 
          Section 3.6.  Powers and Duties of the Administrators.  The
Administrators shall have the exclusive power, duty and authority to cause the
Trust to engage in the following activities:

          (a)  to issue and sell the Securities in accordance with this
Declaration; PROVIDED, HOWEVER, that (i) except as contemplated in
Section 7.1(a), (A) the Trust may issue no more than one series of QUIPS and no
more than one series of Common Trust Securities and (B) there shall be no
interests in the Trust other than the Securities, and (ii) the issuance of
Securities shall be limited to a simultaneous issuance of both QUIPS and Common
Trust Securities at the Closing Time;

          (b)  in connection with the registration, issue and sale of the QUIPS,
to:

          (i)  execute and file on behalf of the Trust, (a) a registration
     statement, including pre-effective or post-effective amendments to such
     registration statement and any and all amendments to registration
     statements filed pursuant to Rule 462(b) promulgated under the Securities
     Act, relating to the registration under the Securities Act, of the
     Securities (the "1933 Act Registration Statement"), and (b) a registration
     statement on Form 8-A or other appropriate form (the "1934 Act Registration
     Statement" and together with the 1933 Act Registration Statement, the
     "Registration Statements") (including all pre-effective and post-effective
     amendments thereto) relating to the registration of the Securities of the
     Trust under the Exchange Act;

          (ii) execute and file on behalf of the Trust such applications,
     reports, surety bonds, irrevocable consents, appointments of attorney for
     service of process and other papers and documents as the Sponsor, on behalf
     of the Trust, may deem necessary or desirable to register the Securities
     under the securities or "Blue Sky" laws of any applicable jurisdiction;

          (iii)     execute and file a listing application and all other
     applications, statements, certificates, agreements and other instruments as
     shall be necessary or desirable to permit the QUIPS or Units to trade or be
     quoted or listed in or on the New York Stock Exchange or any other
     securities exchange, quotation system or the Nasdaq National Market;
 
          (iv) execute, deliver and perform on behalf of the Trust such
     underwriting or purchase agreements with one or more underwriters,
     purchasers or agents relating to the offering of the Securities as the
     Sponsor, on behalf of the Trust, may deem necessary or desirable; and

          (v)  execute and deliver letters, documents or instruments with DTC
     and other Clearing Agencies relating to the QUIPS.

          (c)  to acquire the Debentures with the proceeds of the sale of the
QUIPS and the Common Trust Securities; PROVIDED, HOWEVER, that the
Administrators shall cause legal title to the Debentures to be held of record in
the name of the Property Trustee for the benefit of the Holders;  

          (d)  to establish a record date with respect to all actions to be
taken hereunder that require a record date be established, including and with
respect to, for the purposes of Section 316(c) of the Trust Indenture Act,
Distributions, voting rights, redemptions and exchanges, and to issue relevant
notices to the Holders of QUIPS and Holders of Common Trust Securities as to
such actions and applicable record dates;
 
          (e)  to take all actions and perform such duties as may be required of
the Administrators pursuant to the terms of the Securities;

          (f)  to the fullest extent permitted by law, to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against the Trust (each a "Legal Action"), unless
pursuant to Section 3.8(e), the Property Trustee has the exclusive power to
bring such Legal Action;
 
          (g)  to employ or otherwise engage employees and agents (who may be
designated as officers with titles) and managers, contractors, advisors, and
consultants and pay reasonable compensation for such services;

          (h)  to cause the Trust to comply with the Trust's obligations under
the Trust Indenture Act;
 
          (i)  to give the certificate required by Section 314(a)(4) of the
Trust Indenture Act to the Property Trustee, which certificate may be executed
by any Administrator;
 
          (j)  to incur expenses that are necessary or incidental to carry out
any of the purposes of the Trust;

          (k)  to act as, or appoint another Person to act as, Registrar and
Exchange Agent for the Securities or to appoint a Paying Agent for the
Securities as provided in Section 7.4 except for such time as such power to
appoint a Paying Agent is vested in the Property Trustee;
 
          (l)  to give prompt written notice to the Property Trustee and to
Holders of any notice received from the Debenture Issuer of its election to
defer payments of interest on the Debentures by extending the interest payment
period under the Indenture;
 
          (m)  to take all action that may be necessary or appropriate for the
preservation and the continuation of the Trust's valid existence, rights,
franchises and privileges as a statutory business trust under the laws of the
State of Delaware and of each other jurisdiction in which such existence is
necessary to protect the limited liability of the Holders of the QUIPS or to
enable the Trust to effect the purposes for which the Trust was created;

          (n)  to take any action, not inconsistent with this Declaration, the
certificate of trust of the Trust or with applicable law, that the
Administrators determine in their discretion to be necessary or desirable in
carrying out the activities of the Trust as set out in this Section 3.6 (as long
as such action does not materially adversely affect the interests of the Holders
of the Securities), including, but not limited to:
 
          (i)  causing the Trust not to be deemed to be an Investment Company
     required to be registered under the Investment Company Act;

          (ii) causing the Trust not to be classified for United States Federal
     income tax purposes as an association taxable as a corporation or as other
     than a grantor trust;
 
          (iii)     cooperating with the Debenture Issuer to ensure that the
     Debentures will be treated as indebtedness of the Debenture Issuer for
     United States Federal income tax purposes;
 
          (o)  to take all action necessary to cause all applicable tax returns
and tax information reports that are required to be filed with respect to the
Trust to be duly prepared and filed by the Administrators, on behalf of the
Trust; and

          (p)  to execute and deliver all documents, instruments and
certificates, exercise all rights and powers, perform all duties, and do all
things for and on behalf of the Trust in all matters necessary or incidental to
the foregoing.

          The Administrators must exercise the powers set forth in this Section
3.6 in a manner that is consistent with the purposes and functions of the Trust
set out in Section 3.3 and with the intentions of the parties set forth in
Section 14.3, and the Administrators shall not take any action that is
inconsistent with the purposes and functions of the Trust and intentions of the
parties set forth in Section 3.3 and Section 14.3, respectively.

          Subject to this Section 3.6, the Administrators shall have none of the
powers or the authority of the Property Trustee set forth in Section 3.8.
 
          Any indebtedness, expenses, taxes or other liabilities incurred by the
Administrators pursuant to this Section 3.6 or otherwise incurred by or on
behalf of the Trust, other than obligations of the Trust to pay to holders of
the QUIPS the amounts due such holders pursuant to the terms of the QUIPS, shall
be paid for in full or reimbursed, as the case may be, by the Debenture Issuer.
 
          Section 3.7.  Prohibition of Actions by the Trust, the Administrators
and the Trustees.  (a) The Trust shall not, and neither the Administrators nor
the Trustees (including the Property Trustee) shall cause the Trust to, engage
in any activity other than as required or authorized by this Declaration.  The
Trust shall not:
 
          (i)  invest any proceeds received by the Trust from holding the
     Debentures, but shall distribute all such proceeds to Holders pursuant to
     the terms of this Declaration and of the Securities;

          (ii) acquire any assets other than as expressly provided herein;
 
          (iii)     possess Trust property for other than a Trust purpose;
 
          (iv) make any loans or incur any indebtedness other than loans
     represented by the Debentures, execute mortgages or pledge any of its
     assets;
 
          (v)  possess any power or otherwise act in such a way as to vary the
     Trust assets or the terms of the Securities in any way whatsoever;
 
          (vi) issue any securities or other evidences of beneficial ownership
     of, or beneficial interest in, the Trust other than the Securities; or
 
          (vii)     other than as provided in this Declaration or Annex I, (A)
     direct the time, method and place of conducting any proceeding with respect
     to any remedy available to the Debenture Trustee, or exercising any trust
     or power conferred upon the Debenture Trustee with respect to the
     Debentures, (B) waive any past default that is waivable under the
     Indenture, (C) exercise any right to rescind or annul any declaration that
     the principal of all the Debentures shall be due and payable, or (D)
     consent to any amendment, modification or termination of the Indenture or
     the Debentures where such consent shall be required, unless the Trust shall
     have received an opinion of counsel experienced in such matters to the
     effect that such action will not cause more than an insubstantial risk that
     for United States Federal income tax purposes the Trust will not be
     classified as a grantor trust.

          Section 3.8.  Powers and Duties of the Property Trustee.  (a) The
legal title to the Debentures shall be owned by and held of record in the name
of the Property Trustee in trust for the benefit of the Trust and the Holders.
The right, title and interest of the Property Trustee to the Debentures shall
vest automatically in each Person who may hereafter be appointed as Property
Trustee in accordance with Section 5.7.  Such vesting and cessation of title
shall be effective whether or not conveyancing documents with regard to the
Debentures have been executed and delivered.

          (b)  The Property Trustee shall not transfer its right, title and
interest in the Debentures to the Administrators or to the Delaware Trustee (if
the Property Trustee does not also act as Delaware Trustee).

          (c)  The Property Trustee shall:

          (i)  establish and maintain a segregated non-interest bearing trust
     account (the "Property Trustee Account") in the name of and under the
     exclusive control of the Property Trustee on behalf of the Holders and,
     upon the receipt of payments of funds made in respect of the Debentures
     held by the Property Trustee, deposit such funds into the Property Trustee
     Account and make payments, and/or request the Paying Agent (whether or not
     the Property Trustee also acts as Paying Agent) to make payments, to the
     Holders of the QUIPS and Holders of the Common Trust Securities from the
     Property Trustee Account in accordance with Section 6.1.  Funds in the
     Property Trustee Account shall be held uninvested until disbursed in
     accordance with this Declaration.  The Property Trustee Account shall be
     maintained by the Property Trustee with First Union National Bank (in its
     separate corporate capacity and not in its capacity as Property Trustee) in
     its trust department;

          (ii) engage in such ministerial activities as shall be necessary or
     appropriate to effect the repurchase or redemption of the Securities to the
     extent the Debentures are redeemed, repurchased or mature; and

          (iii)     upon written notice of distribution issued by the
     Administrators in accordance with the terms of the Securities, engage in
     such ministerial activities as shall be necessary or appropriate to effect
     the distribution of the Debentures to Holders of Securities upon the
     occurrence of certain events.
 
          (d)  The Property Trustee shall take all actions and perform such
duties as may be specifically required of the Property Trustee pursuant to the
terms of this Declaration and the Securities.
 
          (e)  Subject to Section 3.9(a), the Property Trustee may take any
Legal Action which arises out of or is in connection with an Event of Default of
which a Responsible Officer of the Property Trustee has actual knowledge or the
Property Trustee's duties and obligations under this Declaration or the Trust
Indenture Act.  If such Property Trustee shall have failed to take such Legal
Action, the Holders of the QUIPS, to the fullest extent permitted by applicable
law, may take such Legal Action, to the same extent as if such Holders of QUIPS
held an aggregate principal amount of Debentures equal to the aggregate
liquidation amount of such QUIPS, without first proceeding against the Property
Trustee or the Trust; PROVIDED, HOWEVER, that if an Event of Default has
occurred and is continuing and such event is attributable to the failure of the
Debenture Issuer to pay the principal of or premium, if any, or interest on the
Debentures on the date such principal, premium, if any, or interest is otherwise
payable (after giving effect to any permitted deferral of payment of such
interest), then a Holder of QUIPS may directly institute a proceeding against
the Debenture Issuer for enforcement of payment to such Holder of the principal
of or premium, if any, or interest on the Debentures having a principal amount
equal to the aggregate liquidation amount of the QUIPS of such Holder (a "Direct
Action") on or after the respective due date specified in the Debentures. In
connection with such Direct Action, the rights of the Holders of the Common
Trust Securities will be subrogated to the rights of such Holder of QUIPS (or
Units) to the extent of any payment made by the Debenture Issuer to such Holder
of QUIPS (or Units) in such Direct Action; provided, however, that no such
subrogation right may be exercised so long as an Event of Default has occurred
and is continuing.  The Holders of QUIPS will not be able to exercise directly
any other remedy available to the holders of the Debentures.

          (f)  The Property Trustee shall continue to serve as a Trustee until
either:
 
          (i)  the Trust has been completely liquidated and the proceeds of the
     liquidation distributed to the Holders pursuant to the terms of the
     Securities; or
 
          (ii) a successor Property Trustee has been appointed and has accepted
     that appointment in accordance with Section 5.7 (a "Successor Property
     Trustee").
 
          (g)  The Property Trustee shall have the legal power to exercise all
of the rights, powers and privileges of a holder of Debentures under the
Indenture and, if an Event of Default actually known to a Responsible Officer of
the Property Trustee occurs and is continuing, the Property Trustee shall, for
the benefit of Holders, enforce its rights as holder of the Debentures subject
to the rights of the Holders pursuant to this Declaration (including Annex I)
and the terms of the Securities.

          (h)  The Property Trustee shall be authorized to undertake any actions
set forth in Section 317(a) of the Trust Indenture Act.

          (i)  For such time as the Property Trustee is the Paying Agent, the
Property Trustee may authorize one or more Persons to act as additional Paying
Agents and to pay Distributions, redemption payments or liquidation payments on
behalf of the Trust with respect to all securities and any such Paying Agent
shall comply or shall be caused to comply with Section 317(b) of the Trust
Indenture Act. Any such additional Paying Agent may be removed by the Property
Trustee at any time the Property Trustee remains as Paying Agent and a successor
Paying Agent or additional Paying Agents may be (but are not required to be)
appointed at any time by the Property Trustee.

          (j)  Subject to this Section 3.8, the Property Trustee shall have none
of the duties, liabilities, powers or the authority of the Administrators set
forth in Section 3.6.

          The Property Trustee must exercise the powers set forth in this
Section 3.8 in a manner that is consistent with the purposes and functions of
the Trust set out in Section 3.3, and the Property Trustee shall not take, nor
shall the Sponsor or any Administrator direct the Property Trustee to take, any
action that is inconsistent with the purposes and functions of the Trust and
intentions of the parties set out in Section 3.3 and Section 14.3, respectively.

          Section 3.9.  Certain Duties and Responsibilities of the Property
Trustee.  (a) The Property Trustee, before the occurrence of any Event of
Default and after the curing of all Events of Default that may have occurred,
shall undertake to perform only such duties as are specifically set forth in
this Declaration and in the Securities and no implied covenants shall be read
into this Declaration against the Property Trustee.  In case an Event of Default
has occurred (that has not been cured or waived pursuant to Section 2.6) of
which a Responsible Officer of the Property Trustee has actual knowledge, the
Property Trustee shall exercise such of the rights and powers vested in it by
this Declaration, and use the same degree of care and skill in their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of his or her own affairs.

          (b)  No provision of this Declaration shall be construed to relieve
the Property Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

          (i)  prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred:

               (A)  the duties and obligations of the Property Trustee shall be
          determined solely by the express provisions of this Declaration and in
          the Securities and the Property Trustee shall not be liable except for
          the performance of such duties and obligations as are specifically set
          forth in this Declaration and in the Securities, and no implied
          covenants or obligations shall be read into this Declaration against
          the Property Trustee; and
 
               (B)  in the absence of bad faith on the part of the Property
          Trustee, the Property Trustee may conclusively rely, as to the truth
          of the statements and the correctness of the opinions expressed
          therein, upon any certificates or opinions furnished to the Property
          Trustee and conforming to the requirements of this Declaration;
          provided, however, that in the case of any such certificates or
          opinions that by any provision hereof are specifically required to be
          furnished to the Property Trustee, the Property Trustee shall be under
          a duty to examine the same to determine whether or not they conform to
          the requirements of this Declaration;

          (ii) the Property Trustee shall not be liable for any error of
     judgment made in good faith by a Responsible Officer of the Property
     Trustee, unless it shall be proved that the Property Trustee was negligent
     in ascertaining the pertinent facts;

          (iii)     the Property Trustee shall not be liable with respect to any
     action taken or omitted to be taken by it in good faith in accordance with
     the direction of the Holders of not less than a Majority in liquidation
     amount of the QUIPS or the Common Trust Securities, as applicable, relating
     to the time, method and place of conducting any proceeding for any remedy
     available to the Property Trustee, or exercising any trust or power
     conferred upon the Property Trustee under this Declaration;

          (iv) no provision of this Declaration shall require the Property
     Trustee to expend or risk its own funds or otherwise incur personal
     financial liability in the performance of any of its duties or in the
     exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that the repayment of such funds or liability is not
     reasonably assured to it under the terms of this Declaration or indemnity
     reasonably satisfactory to the Property Trustee against such risk or
     liability is not reasonably assured to it;
 
          (v)  the Property Trustee's sole duty with respect to the custody,
     safe keeping and physical preservation of the Debentures and the Property
     Trustee Account shall be to deal with such property in a similar manner as
     the Property Trustee deals with similar property for its own account,
     subject to the protections and limitations on liability afforded to the
     Property Trustee under this Declaration and the Trust Indenture Act;
 
          (vi) the Property Trustee shall have no duty or liability for or with
     respect to the value, genuineness, existence or sufficiency of the
     Debentures or the payment of any taxes or assessments levied thereon or in
     connection therewith;
 
          (vii)     the Property Trustee shall not be liable for any interest on
     any money received by it except as it may otherwise agree in writing with
     the Sponsor, and money held by the Property Trustee need not be segregated
     from other funds held by it except in relation to the Property Trustee
     Account maintained by the Property Trustee pursuant to Section 3.8(c)(i)
     and except to the extent otherwise required by law; and
 
          (viii)    the Property Trustee shall not be responsible for monitoring
     the compliance by the Administrators or the Sponsor with their respective
     duties under this Declaration, nor shall the Property Trustee be liable for
     any default or misconduct of the Administrators or the Sponsor.

          Section 3.10.  Certain Rights of the Property Trustee.  (a) Subject to
the provisions of Section 3.9:

          (i)  the Property Trustee may conclusively rely and shall be fully
     protected in acting or refraining from acting upon any resolution, opinion
     of counsel, written representation of Holder or transferee, certificate of
     auditors or any other certificate, statement, instrument, opinion, report,
     notice, request, direction, consent, order, bond, debenture, note, other
     evidence of indebtedness or other paper or document believed by it to be
     genuine and to have been signed, sent or presented by the proper party or
     parties;

          (ii) any direction or act of the Sponsor or the Administrators
     contemplated by this Declaration may be sufficiently evidenced by an
     Officers' Certificate;
 
          (iii)     whenever in the administration of this Declaration, the
     Property Trustee shall deem it desirable that a matter be proved or
     established before taking, suffering or omitting any action hereunder, the
     Property Trustee (unless other evidence is herein specifically prescribed)
     may, in the absence of bad faith on its part, request and conclusively rely
     upon an Officers' Certificate which, upon receipt of such request, shall be
     promptly delivered by the Sponsor or the Administrators;
 
          (iv) the Property Trustee shall have no duty to see to any recording,
     filing or registration of any instrument (including any financing or
     continuation statement or any filing under tax or securities laws) or any
     rerecording, refiling or re-registration thereof;
 
          (v)  the Property Trustee may consult with counsel or other experts of
     its selection and the advice or opinion of such counsel and experts with
     respect to legal matters or advice within the scope of such experts' area
     of expertise shall be full and complete authorization and protection in
     respect of any action taken, suffered or omitted by it hereunder in good
     faith and in accordance with such advice or opinion, such counsel may be
     counsel to the Sponsor or any of its Affiliates, and may include any of its
     employees. The Property Trustee shall have the right at any time to seek
     instructions concerning the administration of this Declaration from any
     court of competent jurisdiction;
 
          (vi) the Property Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Declaration at the request or
     direction of any Holder, unless such Holder shall have provided to the
     Property Trustee security and indemnity, reasonably satisfactory to the
     Property Trustee, against the costs, expenses (including reasonable
     attorneys' fees and expenses and the expenses of the Property Trustee's
     agents, nominees or custodians) and liabilities that might be incurred by
     it in complying with such request or direction, including such reasonable
     advances as may be requested by the Property Trustee provided, that,
     nothing contained in this Section 3.10(a)(vi) shall be taken to relieve the
     Property Trustee, upon the occurrence of an Event of Default, of its
     obligation to exercise the rights and powers vested in it by this
     Declaration;

          (vii)     the Property Trustee shall not be bound to make any
     investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     direction, consent, order, bond, debenture, note, other evidence of
     indebtedness or other paper or document, but the Property Trustee, in its
     discretion, may make such further inquiry or investigation into such facts
     or matters as it may see fit;

          (viii)    the Property Trustee may execute any of the trusts or powers
     hereunder or perform any duties hereunder either directly or by or through
     agents, custodians, nominees or attorneys and the Property Trustee shall
     not be responsible for any misconduct or negligence on the part of any
     agent or attorney appointed with due care by it hereunder;  
 
          (ix) any action taken by the Property Trustee or its agents hereunder
     shall bind the Trust and the Holders of the Securities, and the signature
     of the Property Trustee or its agents alone shall be sufficient and
     effective to perform any such action and no third party shall be required
     to inquire as to the authority of the Property Trustee to so act or as to
     its compliance with any of the terms and provisions of this Declaration,
     both of which shall be conclusively evidenced by the Property Trustee's or
     its agent's taking such action;

          (x)  whenever in the administration of this Declaration the Property
     Trustee shall deem it desirable to receive instructions with respect to
     enforcing any remedy or right or taking any other action hereunder, the
     Property Trustee (i) may request instructions from the Holders which
     instructions may only be given by the Holders of the same proportion in
     liquidation amount of the Securities as would be entitled to direct the
     Property Trustee under the terms of the Securities in respect of such
     remedy, right or action, (ii) may refrain from enforcing such remedy or
     right or taking such other action until such instructions are received, and
     (iii) shall be protected in conclusively relying on or acting in accordance
     with such instructions;

          (xi) except as otherwise expressly provided by this Declaration, the
     Property Trustee shall not be under any obligation to take any action that
     is discretionary under the provisions of this Declaration;

          (xii)     the Property Trustee shall not be liable for any action
     taken, suffered, or omitted to be taken by it in good faith, without
     negligence, and reasonably believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this Declaration; and

          (xiii)    the Property Trustee shall not be deemed to have notice of
     any Default or Event of Default unless a Responsible Officer of the
     Property Trustee has actual knowledge thereof or unless written notice of
     any event which is in fact such a default is received by the Property
     Trustee at the Corporate Trust Office of the Property Trustee, and such
     notice references the QUIPS and this Declaration.

          (b)  No provision of this Declaration shall be deemed to impose any
duty or obligation on the Property Trustee to perform any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction in which it shall be illegal, or in which the Property Trustee
shall be unqualified or incompetent in accordance with applicable law, to
perform any such act or acts, or to exercise any such right, power, duty or
obligation. No permissive power or authority available to the Property Trustee
shall be construed to be a duty.
 
          Section 3.11.  Delaware Trustee.  Notwithstanding any other provision
of this Declaration other than Section 5.2, the Delaware Trustee shall not be
entitled to exercise any powers, nor shall the Delaware Trustee have any of the
duties and responsibilities of the Administrators or the Property Trustee
described in this Declaration.  Except as set forth in Section 5.2, the Delaware
Trustee shall be a Trustee for the sole and limited purpose of fulfilling the
requirements of Section 3807 of the Business Trust Act and shall take such
actions as are expressly required to be taken by the Delaware Trustee under the
Business Trust Act.  In the event the Delaware Trustee shall at any time be
required to take any action or perform any duty hereunder, the Delaware Trustee
shall be entitled to the benefits of Section 3.9(b)(ii) to (viii) inclusive, and
Section 3.10.  No implied covenants or obligations shall be read into this
Declaration against the Delaware Trustee.

          Section 3.12.  Execution of Documents.  Except as otherwise required
by the Business Trust Act or applicable law, any Administrator is authorized to
execute on behalf of the Trust any documents that the Administrators have the
power and authority to execute pursuant to Section 3.6.

          Section 3.13.  Not Responsible for Recitals or Issuance of Securities.
The recitals contained in this Declaration and the Securities shall be taken as
the statements of the Sponsor, and the Trustees do not assume any responsibility
for their correctness.  The Trustees make no representations as to the value or
condition of the property of the Trust or any part thereof.  The Trustees make
no representations as to the validity or sufficiency of this Declaration or the
Securities.
 
          Section 3.14.  Duration of Trust.  The Trust, unless dissolved
pursuant to the provisions of Article VIII hereof, shall have existence for
seven years from April 14, 1998.
 
          Section 3.15.  Mergers.  (a) The Trust may not merge or convert with
or into, consolidate, amalgamate, or be replaced by, or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to any Person, except as described in Section 3.15(b) and (c) or Section 3 of
Annex I.

          (b)  The Trust may, at the request of the Holders of a Majority in
liquidation amount of the Common Trust Securities and without the consent of the
other Holders, the Delaware Trustee or the Property Trustee, merge or convert
with or into, consolidate, amalgamate, or be replaced by, or convey, transfer or
lease its properties and assets as an entirety or substantially as an entirety
to, a trust organized as such under the laws of any State; provided that:

          (i)  such successor entity (the "Successor Entity") either:

               (A)  expressly assumes all of the obligations of the Trust with
          respect to the QUIPS; or
 
               (B)  substitutes for the QUIPS other securities having
          substantially the same terms as the QUIPS (the "Successor Securities")
          so long as the Successor Securities rank the same as the QUIPS rank
          with respect to Distributions and payments upon liquidation,
          redemption and otherwise;  

          (ii) the Sponsor expressly appoints a trustee of the Successor Entity
     that possesses the same powers and duties as the Property Trustee as the
     Holder of the Debentures;

          (iii)     the Successor Securities are listed, or any Successor
     Securities will be listed upon notification of issuance, on any national
     securities exchange or other organization on which the QUIPS are then
     listed or quoted, if any;
 
          (iv) such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease does not cause the QUIPS
     (including any Successor Securities) or Units to be downgraded by any
     nationally recognized statistical rating organization, if then so rated;

          (v)  such merger, conversion, consolidation, amalgamation,
     replacement, conveyance, transfer or lease does not adversely affect the
     rights, preferences and privileges of the Holders of QUIPS (including any
     Successor Securities) in any material respect (other than with respect to
     any dilution of such Holders' interests in the new entity);

          (vi) such Successor Entity has a purpose substantially identical to
     that of the Trust;
 
          (vii)     prior to such merger, conversion, consolidation,
     amalgamation, replacement, conveyance, transfer or lease, the Sponsor has
     received an opinion of an independent counsel to the Trust experienced in
     such matters to the effect that:
 
               (A)  such merger, conversion, consolidation, amalgamation,
          replacement, conveyance, transfer or lease does not adversely affect
          the rights, preferences and privileges of the Holders of QUIPS
          (including any Successor Securities) in any material respect (other
          than with respect to any dilution of the Holders' interest in the new
          entity);

               (B)  following such merger, conversion, consolidation,
          amalgamation, replacement, conveyance, transfer or lease, neither the
          Trust nor the Successor Entity will be required to register as an
          Investment Company; and
 
               (C)  following such merger, conversion, consolidation,
          amalgamation, replacement, conveyance, transfer or lease, the Trust or
          the Successor Entity will continue to or will be classified as a
          grantor trust for United States Federal income tax purposes.
 
          (viii)    the Sponsor or any permitted successor or assignee owns all
     of the common securities of such Successor Entity and guarantees the
     obligations of such Successor Entity under the Successor Securities at
     least to the extent provided by the QUIPS Guarantee.
 
          (c)  Notwithstanding Section 3.15(b), the Trust shall not, except with
the consent of Holders of 100% in liquidation amount of the Securities,
consolidate, amalgamate, merge or convert with or into, or be replaced by, or
convey, transfer or lease its properties and assets as an entirety or
substantially as an entirety to, any other entity or permit any other entity to
consolidate, amalgamate, merge or convert with or into, or replace it if such
consolidation, amalgamation, merger, conversion, replacement, conveyance,
transfer or lease would cause the Trust or the Successor Entity to be classified
as an association taxable as a corporation or as other than a grantor trust for
United States Federal income tax purposes.


                                    ARTICLE IV
                                     SPONSOR

          Section 4.1.  Sponsor's Purchase of Common Trust Securities.  At the
Closing Time, the Sponsor will purchase all of the Common Trust Securities then
issued by the Trust, in an amount at least equal to 3% of the total capital of
the Trust, at the same time as (and giving effect to) the QUIPS are issued and
sold.
 
          Section 4.2.  Responsibilities of the Sponsor.  In connection with the
issue and sale of the QUIPS, the Sponsor shall have the exclusive right and
responsibility to engage in the following activities (and any actions taken by
the Sponsor in furtherance of the following prior to the date of this
Declaration are hereby ratified and confirmed in all respects):
 
          (a)  to prepare and file with the Commission and to execute, in the
     case of the Registration Statements, on behalf of the Trust, (a) the 1933
     Act Registration Statement, including pre-effective or post-effective
     amendments to such registration statement and any and all amendments to
     such registration statement filed pursuant to Rule 462(b) promulgated under
     the Securities Act, relating to the registration under the Securities Act
     of the Securities, (b) any preliminary prospectus or prospectus or
     supplement thereto relating to the Securities required to be filed pursuant
     to the Securities Act, and (c) the 1934 Act Registration Statement
     (including all pre-effective and post-effective amendments thereto)
     relating to the registration of the Securities of the Trust under the
     Exchange Act;
 
          (b)  to determine the jurisdictions in which to take appropriate
     action to qualify or register for sale all or part of the QUIPS and to do
     any and all such acts, other than actions which must be taken by the Trust,
     and advise the Trust of actions it must take, and prepare for execution and
     filing any documents to be executed and filed by the Trust, as the Sponsor
     deems necessary or advisable to register the Securities and in order to
     comply with the securities or "Blue Sky" laws of any applicable
     jurisdiction;

          (c)  to prepare, execute and file a listing application and all other
     applications, statements, certificates, agreements and other instruments as
     shall be necessary or desirable to permit the QUIPS and/or the Units to
     trade or be quoted or listed in or on the New York Stock Exchange or any
     other securities exchange, quotation system or the Nasdaq National Market;
 
          (d)  to negotiate the terms of, and execute, the Underwriting
     Agreement and the Subscription Agreements, and to enter into and execute
     and deliver and perform the same on behalf of the Trust; and
 
          (e)  notwithstanding anything to the contrary contained herein, the
     Trust shall be authorized to issue and sell the QUIPS at an offering price
     per QUIPS to be determined by the Sponsor in its sole and absolute
     discretion, including, without limitation, at an offering price that is
     less than the liquidation amount of $31.5625 per QUIPS (the "Liquidation
     Amount"), which offering price shall be specified in the Prospectus
     relating to the Securities, and the Common Trust Securities shall be issued
     and sold at an offering price per Common Trust Security that is equal to
     the offering price per QUIPS.

          Section 4.3.  Right to Proceed.  The Sponsor acknowledges the rights
of the Holders of QUIPS, in the event that a failure of the Trust to pay
Distributions on the QUIPS is attributable to the failure of the Debenture
Issuer to pay interest or principal on the Debentures, to institute a proceeding
directly against the Debenture Issuer for enforcement of its payment obligations
on the Debentures.


                                    ARTICLE V
                           TRUSTEES AND ADMINISTRATORS

          Section 5.1.  Number of Trustees: Appointment of Co-Trustee.  The
number of Trustees initially shall be two (2), and:

          (a)  at any time before the issuance of any Securities, the Sponsor
     may, by written instrument, increase or decrease the number of Trustees and
     Administrators; and
 
          (b)  after the issuance of any Securities, the number of Trustees and
     Administrators may be increased or decreased by vote of the Holders of a
     Majority in liquidation amount of the Common Trust Securities voting as a
     class at a meeting of the Holders of the Common Trust Securities; PROVIDED,
     HOWEVER, that, there shall be a Delaware Trustee if required by Section
     5.2; and there shall be one Trustee who shall be the Property Trustee, and
     such Trustee may also serve as Delaware Trustee if it meets the applicable
     requirements. Notwithstanding the above, unless an Event of Default shall
     have occurred and be continuing, at any time or times, for the purpose of
     meeting the legal requirements of any jurisdiction in which any part of the
     Trust's property may at the time be located, the Holders of a Majority in
     liquidation amount of the Common Trust Securities acting as a class at a
     meeting of the Holders of the Common Trust Securities, and the
     Administrators shall have power to appoint one or more persons either to
     act as a co-trustee, jointly with the Property Trustee, of all or any part
     of the Trust's property, or to act as separate trustee of any such
     property, in either case with such powers as may be provided in the
     instrument of appointment, and to vest in such person or persons in such
     capacity any property, title, right or power deemed necessary or desirable,
     subject to the provisions of this Declaration.  In case an Event of Default
     has occurred and is continuing, the Property Trustee alone shall have power
     to make any such appointment of a co-trustee.
 
          Section 5.2.  Delaware Trustee.  If required by the Business Trust
Act, one Trustee (the "Delaware Trustee") shall be:
 
          (a)  a natural person who is a resident of the State of Delaware; or
 
          (b)  if not a natural person, an entity which has its principal place
     of business in the State of Delaware, and otherwise meets the requirements
     of applicable law; provided that, if the Property Trustee has its principal
     place of business in the State of Delaware and otherwise meets the
     requirements of applicable law, then the Property Trustee shall also be the
     Delaware Trustee and Section 3.11 shall have no application.

          Section 5.3.  Property Trustee; Eligibility.  (a) There shall at all
times be one Trustee (the "Property Trustee") which shall act as Property
Trustee which shall:  

          (i)  not be an Affiliate of the Sponsor; and

          (ii) be a Person organized and doing business under the laws of the
     United States of America or any State or Territory thereof or of the
     District of Columbia, or a Person permitted by the Commission to act as an
     institutional trustee under the Trust Indenture Act, authorized under such
     laws to exercise corporate trust powers, having a combined capital and
     surplus of at least 50 million U.S. dollars ($50,000,000), and subject to
     supervision or examination by Federal, State, Territorial or District of
     Columbia authority.  If such Person publishes reports of condition at least
     annually, pursuant to law or to the requirements of the supervising or
     examining authority referred to above, then for the purposes of this
     Section 5.3(a)(ii), the combined capital and surplus of such Person shall
     be deemed to be its combined capital and surplus as set forth in its most
     recent report of condition so published.

          (b)  If at any time the Property Trustee shall cease to be eligible to
so act under Section 5.3(a), the Property Trustee shall immediately resign in
the manner and with the effect set forth in Section 5.7(c).

          (c)  If the Property Trustee has or shall acquire any "conflicting
interest" within the meaning of Section 310(b) of the Trust Indenture Act, the
Property Trustee and the Holder of the Common Trust Securities (as if it were
the obligor referred to in Section 310(b) of the Trust Indenture Act) shall in
all respects comply with the provisions of Section 310(b) of the Trust Indenture
Act.
 
          (d)  The QUIPS Guarantee shall be deemed to be specifically described
in this Declaration for purposes of clause (i) of the first proviso contained in
Section 310(b) of the Trust Indenture Act.
 
          (e)  The initial Property Trustee shall be:

               First Union National Bank

          Section 5.4.  Certain Qualifications of Administrators and Delaware
Trustee Generally.  Each Administrator and the Delaware Trustee (unless the
Property Trustee also acts as Delaware Trustee) shall be either a natural person
who is at least 21 years of age or a legal entity that shall act through one or
more Authorized Officers.

          Section 5.5.  Administrators.  The initial Administrators shall be:

               Michael E. Sproule
               c/o AmerUs Life Holdings, Inc.
               699 Walnut Street
               Des Moines, IA  50309

               Michael G. Fraizer
               c/o AmerUs Life Holdings, Inc.
               699 Walnut Street
               Des Moines, IA  50309

               James A. Smallenberger
               c/o AmerUs Life Holdings, Inc.
               699 Walnut Street
               Des Moines, IA  50309

          (a)  Except as expressly set forth in this Declaration and except if a
meeting of the Administrators is called with respect to any matter over which
the Administrators have power to act, any power of the Administrators may be
exercised by, or with the consent of, any one such Administrator.

          (b)  An Administrator may, by power of attorney consistent with
applicable law, delegate to any other natural person over the age of 21 his or
her power for the purposes of signing any documents which the Administrators
have power and authority to cause the Trust to execute pursuant to Section 3.6.

          (c)  The Holders of a Majority in liquidation amount of the Common
Trust Securities may appoint or remove any Administrator without cause at any
time.
 
          (d)  An Administrator appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Administrator may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Administrator and
delivered to the Sponsor and the Property Trustee, which resignation shall take
effect upon such delivery or upon such later date as is specified therein.

          Section 5.6.  Delaware Trustee.  The initial Delaware Trustee shall
be:

               First Union Trust Company, National Association
               One Rodney Square
               920 King Street
               1st Floor
               Wilmington, DE  19801
               Attention:  Corporate Trust Administration

          Section 5.7.  Appointment, Removal and Resignation of Trustees.  (a)
Subject to Section 5.7(b) and to Section 6(b) of Annex I hereto, Trustees may be
appointed or removed without cause at any time:

          (i)  until the issuance of any Securities, by written instrument
     executed by the Sponsor;

          (ii) unless an Event of Default shall have occurred and be continuing
     after the issuance of any Securities, by vote of the Holders of a Majority
     in liquidation amount of the Common Trust Securities voting as a class at a
     meeting of the Holders of the Common Trust Securities; and

          (iii)     if an Event of Default shall have occurred and be continuing
     after the issuance of the Securities, with respect to the Property Trustee
     or the Delaware Trustee only, by vote of Holders of a Majority in
     liquidation amount of the QUIPS voting as a class at a meeting of Holders
     of the QUIPS.
 
          (b)(i)    The Trustee that acts as Property Trustee shall not be
removed in accordance with Section 5.7(a) until a Successor Property Trustee has
been appointed and has accepted such appointment by written instrument executed
by such Successor Property Trustee and delivered to the Administrators and the
Sponsor; and

          (ii) the Trustee that acts as Delaware Trustee shall not be removed in
accordance with Section 5.7(a) until a successor Trustee possessing the
qualifications to act as Delaware Trustee under Sections 5.2 and 5.4 (a
"Successor Delaware Trustee") has been appointed and has accepted such
appointment by written instrument executed by such Successor Delaware Trustee
and delivered to the Administrators and the Sponsor.
 
          (c)  A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or resignation.
Any Trustee may resign from office (without need for prior or subsequent
accounting) by an instrument in writing signed by the Trustee and delivered to
the Sponsor and the Trust, which resignation shall take effect upon such
delivery or upon such later date as is specified therein; provided, however,
that:
 
          (i)  No such resignation of the Trustee that acts as the Property
     Trustee shall be effective until the first to occur of the following:
 
               (A)  a Successor Property Trustee has been appointed and has
          accepted such appointment by instrument executed by such Successor
          Property Trustee and delivered to the Trust, the Sponsor and the
          resigning Property Trustee; or
 
               (B)  the assets of the Trust have been completely liquidated and
          the proceeds thereof distributed to the Holders of the Securities; and
 
          (ii) no such resignation of the Trustee that acts as the Delaware
     Trustee shall be effective until a Successor Delaware Trustee has been
     appointed and has accepted such appointment by instrument executed by such
     Successor Delaware Trustee and delivered to the Trust, the Sponsor and the
     resigning Delaware Trustee.
 
          (d)  The Holders of the Common Trust Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor Property
Trustee, as the case may be, if the Property Trustee or the Delaware Trustee
delivers an instrument of resignation in accordance with this Section 5.7.
 
          (e)  If no Successor Property Trustee or Successor Delaware Trustee
shall have been appointed and accepted appointment as provided in this Section
5.7 within 60 days after delivery of an instrument of resignation or removal,
the Property Trustee or Delaware Trustee resigning or being removed, as
applicable, may petition, at the expense of the Sponsor, any court of competent
jurisdiction for appointment of a Successor Property Trustee or Successor
Delaware Trustee. Such court may thereupon, after prescribing such notice, if
any, as it may deem proper and prescribe, appoint a Successor Property Trustee
or Successor Delaware Trustee, as the case may be.

          (f)  No Property Trustee or Delaware Trustee shall be liable for the
acts or omissions to act of any Successor Property Trustee or Successor Delaware
Trustee, as the case may be.

          Section 5.8.  Vacancies among Trustees.  If a Trustee ceases to hold
office for any reason and the number of Trustees is not reduced pursuant to
Section 5.1, or if the number of Trustees is increased pursuant to Section 5.1,
a vacancy shall occur.  A resolution certifying the existence of such vacancy by
the Trustees or, if there are more than two, a majority of the Trustees shall be
conclusive evidence of the existence of such vacancy. The vacancy shall be
filled with a Trustee appointed in accordance with Section 5.7.

          Section 5.9.  Effect of Vacancies.  The death, resignation,
retirement, removal, bankruptcy, dissolution, liquidation, incompetence or
incapacity to perform the duties of a Trustee shall not operate to dissolve,
terminate or annul the Trust. Whenever a vacancy in the number of Trustees shall
occur, until such vacancy is filled by the appointment of a Trustee in
accordance with Section 5.7, the Property Trustee shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by this Declaration.

          Section 5.10.  Meetings.  If there is more than one Administrator,
meetings of the Administrators shall be held from time to time upon the call of
any Administrator. Regular meetings of the Administrators may be held at a time
and place fixed by resolution of the Administrators. Notice of any in-person
meetings of the Administrators shall be hand delivered or otherwise delivered in
writing (including by facsimile, with a hard copy by overnight courier) not less
than 24 hours before such meeting. Notice of any telephonic meetings of the
Administrators or any committee thereof shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 24 hours before a meeting. Notices shall contain a brief
statement of the time, place and anticipated purposes of the meeting. The
presence (whether in person or by telephone) of an Administrator at a meeting
shall constitute a waiver of notice of such meeting except where an
Administrator attends a meeting for the express purpose of objecting to the
transaction of any activity on the ground that the meeting has not been lawfully
called or convened. Unless provided otherwise in this Declaration, any action of
the Administrators may be taken at a meeting by vote of a majority of the
Administrators present (whether in person or by telephone) and eligible to vote
with respect to such matter, provided that a Quorum is present, or without a
meeting by the unanimous written consent of the Administrators. In the event
there is only one Administrator, any and all action of such Administrator shall
be evidenced by a written consent of such Administrator.
 
          Section 5.11.  Delegation of Power.  (a) Any Trustee or Administrator
may, by power of attorney consistent with applicable law, delegate to any other
natural person over the age of 21 his or her power for the purpose of executing
any documents contemplated in Section 3.6; and
 
          (b)  the Trustees shall have power to delegate from time to time to
such of their number or to other Persons the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Trustees or otherwise as the Trustees may deem expedient, to the extent such
delegation is not prohibited by applicable law or contrary to the provisions of
the Trust, as set forth herein.
 
          Section 5.12.  Merger, Conversion, Consolidation or Succession to
Business.  Any Person into which the Property Trustee or the Delaware Trustee,
as the case may be, that is not a natural person, may be merged or converted or
with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Property Trustee or the Delaware
Trustee, as the case may be, shall be a party, or any Person succeeding to all
or substantially all the corporate trust business of the Property Trustee or the
Delaware Trustee, as the case may be, shall be the successor of the Property
Trustee or the Delaware Trustee, as the case may be, hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the
execution or filing (except to the extent required under the Business Trust Act)
of any paper or any further act on the part of any of the parties hereto.


                                    ARTICLE VI
                                  DISTRIBUTIONS

          Section 6.1.  Distributions.  Each Holder shall receive Distributions
pro rata in accordance with the applicable terms of such Holder's Securities. If
and to the extent that the Debenture Issuer makes a payment of interest
(including any compounded interest and any Additional Amounts), premium and/or
principal on the Debentures held by the Property Trustee (the amount of any such
payment being a "Payment Amount"), the Property Trustee shall and is directed,
to the extent funds are available for that purpose, to make a distribution (a
"Distribution") of the Payment Amount to Holders in accordance with the
respective terms of the Securities held by them. In the event there is any money
or other property held by or for the Trust that is not accounted for hereunder,
such property shall be distributed pro rata among the Holders of Securities on
the next Distribution Date.  


                                   ARTICLE VII
                              ISSUANCE OF SECURITIES
 
          Section 7.1.  General Provisions Regarding Securities.  (a) The
Administrators shall on behalf of the Trust issue one class of preferred
securities representing undivided beneficial interests in the assets of the
Trust having such terms as are set forth in Annex I (the "QUIPS") and one class
of common securities representing undivided beneficial interests in the assets
of the Trust having such terms as are set forth in Annex I (the "Common Trust
Securities").  The Trust shall issue no securities or other interests in the
assets of the Trust other than the QUIPS and the Common Trust Securities and the
aggregate liquidation amount of all Securities issued by the Trust and
outstanding at any time shall not exceed $154,083,549.
 
          (b)  The QUIPS rank pari passu, and payment thereon shall be made pro
rata, with the Common Trust Securities except that, where an Event of Default
specified in clause (1), (2) or (3) of the definition of Event of Default in the
Indenture has occurred and is continuing, the rights of Holders of the Common
Trust Securities to payment in respect of Distributions and payments upon
liquidation, redemption, repurchase and otherwise are subordinated to the rights
to payment of the Holders of the QUIPS.
 
          (c)  The consideration received by the Trust for the issuance of the
Securities shall constitute a contribution to the capital of the Trust and shall
not constitute a loan to the Trust.

          (d)  Upon issuance of the QUIPS as provided in this Declaration, the
QUIPS so issued shall be deemed to be validly issued, fully paid and
non-assessable.
 
          (e)  Every Person that becomes a Holder or a QUIPS Beneficial Owner in
accordance with the terms of this Declaration, shall be deemed to have expressly
assented and agreed to the terms of, and shall be bound by, this Declaration and
the QUIPS Guarantee.

          Section 7.2.  Execution and Authentication.  (a) The Securities shall
be signed on behalf of the Trust by one or more Administrators.  Such signature
may be the manual or facsimile signature of any Administrator. In case any
Administrator of the Trust who shall have signed any of the Securities shall
cease to be such Administrator before the Securities so signed shall be
delivered by the Trust, such Securities nevertheless may be delivered as though
the person who signed such Securities had not ceased to be such Administrator;
and any Securities may be signed on behalf of the Trust by such persons who, at
the actual date of execution of such Security, shall be the Administrators of
the Trust, although at the date of the execution and delivery of the Declaration
any such person was not such an Administrator.

          (b)  A Common Trust Security shall be deemed validly issued upon
execution by an Administrator without any act of the Property Trustee.  A QUIPS
shall not be valid until authenticated by the manual signature of an authorized
signatory of the Property Trustee. Such signature shall be conclusive evidence
that the QUIPS have been authenticated under this Declaration.
 
          Upon a written order of the Trust signed by one Administrator, the
Property Trustee shall authenticate the QUIPS for original issue. The Property
Trustee may appoint an authenticating agent acceptable to the Trust to
authenticate QUIPS. An authenticating agent may authenticate QUIPS whenever the
Property Trustee may do so. Each reference in this Declaration to authentication
by the Property Trustee includes authentication by such agent. An authenticating
agent has the same rights as the Property Trustee hereunder with respect to the
Sponsor or an Affiliate. The aggregate number of QUIPS outstanding at any time
shall not exceed the number set forth in the Terms in Annex I hereto except as
provided in Section 7.6.

          Section 7.3.  Form and Dating.  (a) The QUIPS and the Property
Trustee's certificate of authentication shall be substantially in the form of
Exhibit A-1 and the Common Trust Securities shall be substantially in the form
of Exhibit A-2, each of which is hereby incorporated in and expressly made a
part of this Declaration. Certificates representing the Securities may be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrators, as evidenced by their execution
thereof.  The Securities may have letters, CUSIP or other numbers, notations or
other marks of identification or designation and such legends or endorsements
required by law, stock exchange rule, agreements to which the Trust is subject,
if any, or usage (provided that any such notation, legend or endorsement is in a
form acceptable to the Trust).  The Trust, at the direction of the Sponsor,
shall furnish any such legend not contained in Exhibit A-1 to the Property
Trustee in writing.  Each QUIPS shall be dated the date of its authentication.
The terms and provisions of the Securities set forth in Annex I and the forms of
Securities set forth in Exhibits A-1 and A-2 are part of the terms of this
Declaration and to the extent applicable, the Property Trustee and the Sponsor,
by their execution and delivery of this Declaration, expressly agree to such
terms and provisions and to be bound thereby.

          (b)  Global Securities.  If no QUIPS constitute Pledged Securities (as
defined in the Master Unit Agreement), the QUIPS will be represented in the form
of one or more permanent global securities in definitive, fully registered form
with the global legend set forth in Exhibit A-1 hereto (a "Global Security"),
which shall be deposited on behalf of the holders of the Units with the Property
Trustee, at its Charlotte office, as custodian for the Clearing Agency, and
registered in the name of the Clearing Agency or a nominee of the Clearing
Agency, duly executed by the Trust and authenticated by the Property Trustee as
hereinafter provided. The number of QUIPS represented by the Global Security may
from time to time be increased or decreased by adjustments made on the records
of the Property Trustee and the Clearing Agency or its nominee as hereinafter
provided.

          (c)  Book-Entry Provisions.  This Section 7.3(c) shall apply only to
the Global Security and such other QUIPS in global form as may be authorized by
the Trust to be deposited with or on behalf of the Clearing Agency.
 
          The Trust shall execute and the Property Trustee shall, in accordance
with this Section 7.3, authenticate and make available for delivery initially
one or more Global Securities that (i) shall be registered in the name of Cede &
Co. or other nominee of such Clearing Agency and (ii) shall be delivered by the
Property Trustee to such Clearing Agency or pursuant to such Clearing Agency's
written instructions or, if no such written instructions are received by the
Property Trustee, held by the Property Trustee as custodian for the Clearing
Agency.

          Members of, or participants in, the Clearing Agency ("Participants")
shall have no rights under this Declaration with respect to any Global Security
held on their behalf by the Clearing Agency or by the Property Trustee as the
custodian of the Clearing Agency or under such Global Security, and the Clearing
Agency may be treated by the Trust, the Property Trustee and any agent of the
Trust or the Property Trustee as the absolute owner of such Global Security for
all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Trust, the Property Trustee or any agent of the Trust or the
Property Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Clearing Agency or impair, as between the
Clearing Agency and its Participants, the operation of customary practices of
such Clearing Agency governing the exercise of the rights of a holder of a
beneficial interest in any Global Security.

          (d)  Definitive QUIPS.  Except as provided in Section 7.9, owners of
beneficial interests in a Global Security will not be entitled to receive
physical delivery of certificated QUIPS ("Definitive QUIPS").

          Section 7.4.  Registrar, Paying Agent and Exchange Agent.  The Trust
shall maintain in Charlotte, North Carolina or at the principal offices of the
Property Trustee, (i) an office or agency where QUIPS may be presented for
registration of transfer ("Registrar") and (ii) an office or agency where QUIPS
may be presented for payment ("Paying Agent").  The Registrar shall keep a
register of the QUIPS and of their transfer. The Property Trustee may appoint
the Registrar and the Paying Agent and may appoint one or more co-registrars and
one or more additional paying agents in such other locations as it shall
determine. The term "Registrar" includes any additional registrar and the term
"Paying Agent" includes any additional paying agent. The Property Trustee may
change any Paying Agent or Registrar without prior notice to any Holder. The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Property Trustee (if not the Paying Agent) and the Administrators.
The Trust shall notify the Property Trustee of the name and address of any Agent
not a party to this Declaration. In the event that the Property Trustee shall no
longer be the Paying Agent or the Registrar, the Administrators shall appoint
another entity as Registrar or Paying Agent. The Trust or any of its Affiliates
may act as Paying Agent or Registrar.  The Trust shall act as Paying Agent and
Registrar for the Common Trust Securities.

          The Property Trustee will initially act as Registrar and Paying Agent
for the QUIPS.
 
          Section 7.5.  Paying Agent to Hold Money in Trust.  The Trust shall
require each Paying Agent other than the Property Trustee to agree in writing
that the Paying Agent will hold in trust for the benefit of Holders or the
Property Trustee all money held by the Paying Agent for the payment of
liquidation amounts or Distributions on the Securities, and will notify the
Property Trustee if there are insufficient funds for such purpose.  While any
such insufficiency continues, the Property Trustee may require a Paying Agent to
pay all money held by it to the Property Trustee. The Trust at any time may
require a Paying Agent to pay all money held by it to the Property Trustee and
to account for any money disbursed by it.  Upon payment over to the Property
Trustee, the Paying Agent (if other than the Trust or an Affiliate of the Trust)
shall have no further liability for the money.  If the Trust or the Sponsor or
an Affiliate of the Trust or the Sponsor acts as Paying Agent, it shall
segregate and hold in a separate trust fund for the benefit of the Holders all
money held by it as Paying Agent.

          Section 7.6.  Replacement Securities.  If a Holder claims that a
certificate evidencing the Securities owned by it has been lost, destroyed or
wrongfully taken or if such certificate is mutilated and is surrendered to the
Trust, or in the case of a certificate evidencing QUIPS, to the Property
Trustee, and the Property Trustee shall receive evidence to its satisfaction of
the destruction, loss or theft of such certificate and there shall be delivered
to the Property Trustee and the Administrators such security or indemnity as may
be required by them to keep each of them harmless, then, in the absence of
notice that such certificate shall have been acquired by a protected purchaser,
an Administrator on behalf of the Trust shall execute (and in the case of a
certificate evidencing QUIPS, the Property Trustee shall authenticate) and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen certificate, a new certificate of like denomination.  In connection with
the issuance of any new certificate under this Section 7.6, the Registrar or the
Administrators may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Any
duplicate certificate issued pursuant to this Section 7.6 shall constitute
conclusive evidence of or ownership interest in the relevant Securities, as if
originally issued, whether or not the lost, stolen or destroyed certificate
shall be found at any time.

          Section 7.7.  Outstanding QUIPS.  The QUIPS outstanding at any time
are all the QUIPS authenticated by the Property Trustee except for those
canceled by it, those delivered to it for cancellation, and those described in
this Section as not outstanding. If a QUIPS is replaced paid or purchased,
pursuant to Section 7.6 or Section 7.10, it ceases to be outstanding unless the
Property Trustee receives proof satisfactory to it that the replaced QUIPS is
held by a protected purchaser.  If QUIPS are considered paid in accordance with
the terms of this Declaration, they cease to be outstanding and Distributions on
them shall cease to accumulate.
 
          A QUIPS does not cease to be outstanding because one of the Trust, the
Sponsor or an Affiliate of the Sponsor holds the Security.  
 
          Section 7.8.  QUIPS in Treasury.  In determining whether the Holders
of the required amount of Securities have concurred in any direction, waiver or
consent, QUIPS owned by the Trust, the Sponsor or an Affiliate of the Sponsor,
as the case may be, shall be disregarded and deemed not to be outstanding,
except that for the purposes of determining whether the Property Trustee shall
be fully protected in relying on any such direction, waiver or consent, only
Securities which a Responsible Officer of the Property Trustee actually knows
are so owned shall be so disregarded.
 
          Section 7.9.  Temporary Securities.  (a) Until definitive securities
are ready for delivery, the Trust may prepare and, in the case of the QUIPS, the
Property Trustee shall authenticate temporary securities. Temporary Securities
shall be substantially in the form of definitive securities but may have
variations that the Trust considers appropriate for temporary securities.
Without unreasonable delay, the Trust shall prepare and, in the case of the
QUIPS, the Property Trustee shall authenticate definitive securities in exchange
for temporary securities.

          (b)  A Global Security deposited with the Clearing Agency or with the
Property Trustee as custodian for the Clearing Agency pursuant to Section 7.3
shall be transferred to the beneficial owners thereof in the form of Definitive
QUIPS only if such transfer complies with Section 9.2 and (i) the Clearing
Agency notifies the Sponsor that it is unwilling or unable to continue as
Clearing Agency for such Global Security or if at any time such Clearing Agency
ceases to be a "clearing agency" registered under the Exchange Act and a
clearing agency is not appointed by the Sponsor within 90 days of such notice,
(ii) a Default or an Event of Default has occurred and is continuing, or (iii)
the Trust at its sole discretion elects to cause the issuance of Definitive
QUIPS.
 
          (c)  Any Global Security that is transferable to the beneficial owners
thereof in the form of Definitive QUIPS pursuant to this Section 7.9 shall be
surrendered by the Clearing Agency to the Property Trustee to be so transferred,
in whole or from time to time in part, without charge, and the Property Trustee
shall authenticate and make available for delivery, upon such transfer of each
portion of such Global Security, an equal aggregate liquidation amount of
Securities of authorized denominations in the form of Definitive QUIPS. Any
portion of a Global Security transferred pursuant to this Section shall be
registered in such names as the Clearing Agency shall direct.

          (d)  Subject to the provisions of Section 7.9(c), the Holder of a
Global Security may grant proxies and otherwise authorize any Person, including
Participants and Persons that may hold interests through Participants, to take
any action which such Holder is entitled to take under this Declaration or the
Securities.

          (e)  In the event of the occurrence of any of the events specified in
Section 7.9(b), the Trust will promptly make available to the Property Trustee a
reasonable supply of Definitive QUIPS in fully registered form without
distribution coupons.
 
          Section 7.10.  Cancellation.  The Trust at any time may deliver QUIPS
to the Property Trustee for cancellation. The Registrar and Paying Agent shall
forward to the Property Trustee any QUIPS surrendered to them for registration
of transfer, redemption, repurchase, exchange or payment. The Property Trustee
shall promptly cancel all QUIPS surrendered for registration of transfer,
redemption, repurchase, exchange, payment, replacement or cancellation and shall
dispose of canceled QUIPS as the Trust directs, provided that the Property
Trustee shall not be obligated to destroy QUIPS. The Trust may not issue new
QUIPS to replace QUIPS that it has paid or that have been delivered to the
Property Trustee for cancellation or that any holder has exchanged.
 
          Section 7.11.  CUSIP Numbers.  The Trust in issuing the QUIPS may use
"CUSIP" numbers (if then generally in use), and, if so, the Property Trustee
shall use "CUSIP" numbers in notices as a convenience to Holders of QUIPS;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the QUIPS or as contained in
any such notice and that reliance may be placed only on the other identification
numbers printed on the QUIPS, and any such notice shall not be affected by any
defect in or omission of such numbers.  The Sponsor will promptly notify the
Property Trustee of any change in the "CUSIP" numbers.


                                   ARTICLE VIII
                               DISSOLUTION OF TRUST

          Section 8.1.  Dissolution of Trust.  (a) The Trust shall automatically
dissolve:

          (i)  upon a Bankruptcy Event of the Sponsor;

          (ii) upon the filing of a certificate of dissolution or liquidation or
     its equivalent with respect to the Sponsor; or the revocation of the
     Sponsor's charter and the expiration of 90 days after the date of
     revocation without a reinstatement thereof;
 
          (iii)     after satisfaction of liabilities to creditors of the Trust
     as required by applicable law, following the distribution of a Like Amount
     of the Debentures to the Holders, provided that the Property Trustee has
     received written notice from the Sponsor, as holder of all of the issued
     and outstanding Common Trust Securities directing the Property Trustee, to
     dissolve the Trust (which direction is optional, and except as otherwise
     expressly provided below, within the discretion of the Sponsor);

          (iv) upon the entry of a decree of judicial dissolution of the Trust
     by a court of competent jurisdiction;
 
          (v)  when all of the Securities shall have been called for redemption
     and the amounts necessary for redemption thereof shall have been paid to
     the Holders in accordance with the terms of the Securities;

          (vi) upon the repayment of the Debentures or at such time as no
     Debentures are outstanding; or

          (vii)     the expiration of the term of the Trust provided in Section
     3.14.

          (b)  As soon as is practicable after the occurrence of an event
referred to in Section 8.1(a) or Section 8.1(c), and after the completion of the
winding up of the Trust's affairs, the Administrators shall file a certificate
of cancellation with the Secretary of State of the State of Delaware.

          (c)  Subject to the conditions set forth in the Declaration and the
Indenture, the Sponsor may at any time direct the Property Trustee to dissolve
the Trust and, after satisfaction of liabilities to creditors of the Trust as
required by applicable law, cause the Debentures to be distributed to the
holders of the Securities in liquidation of the Trust.

          (d)  The provisions of Section 3.9, Article X and Section 11.2 shall
survive the termination of the Trust and the registration or removal of any
Trustee.


                                    ARTICLE IX
                              TRANSFER OF INTERESTS

          Section 9.1.  Transfer of Securities.  (a) Securities may only be
transferred, in whole or in part, in accordance with the terms and conditions
set forth in this Declaration and the terms of the Securities. Any transfer or
purported transfer of any Security not made in accordance with this Declaration
shall be null and void.

          (b)  Subject to this Article IX, QUIPS may only be transferred, in
whole or in part, in accordance with the terms and conditions set forth in this
Declaration. To the fullest extent permitted by law, any transfer or purported
transfer of any security not made in accordance with this Declaration shall be
null and void.

          (c)  The Sponsor may not transfer the Common Trust Securities;
PROVIDED, HOWEVER, that any permitted successor of the Sponsor under the
Indenture may succeed to the Sponsor's ownership of the Common Trust Securities.


          (d)  The Registrar shall provide for the registration of Securities
and of the transfer of Securities, which will be effected without charge but
only upon payment (with such indemnity as the Registrar may require) in respect
of any tax or other governmental charges that may be imposed in relation to it.
Upon surrender for registration of transfer of any Securities, the Registrar
shall cause one or more new Securities to be issued in the name of the
designated transferee or transferees. Every Security surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Registrar duly executed by the Holder or
such Holder's attorney duly authorized in writing. Each Security surrendered for
registration of transfer shall be canceled by the Property Trustee. A transferee
of a Security shall be entitled to the rights and subject to the obligations of
a Holder hereunder upon the receipt by such transferee of a Security. By
acceptance of a Security, each transferee shall be deemed to have agreed to be
bound by this Declaration.
 
          Section 9.2.  Transfer Procedures and Restrictions.  (a) Transfer and
Exchange of Definitive QUIPS. When Definitive QUIPS are presented to the
Registrar or co-Registrar:
 
          (i)  to register the transfer of such Definitive QUIPS; or

          (ii) to exchange such Definitive QUIPS which became mutilated,
     destroyed, defaced, stolen or lost, for an equal number of Definitive
     QUIPS,

the Registrar or co-registrar shall register the transfer or make the exchange
as requested; PROVIDED, HOWEVER, that the Definitive QUIPS surrendered for
transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form reasonably satisfactory to the Trust and the
Registrar or co-registrar, duly executed by the Holder thereof or his attorney
duly authorized in writing.

          (b)  Transfer of a Definitive QUIPS for a Beneficial Interest in a
Global Security. A Definitive QUIPS may not be exchanged for a beneficial
interest in a Global Security except upon satisfaction of the requirements set
forth below. Upon receipt by the Property Trustee of a Definitive QUIPS, duly
endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Property Trustee, together with written instructions
directing the Property Trustee to make, or to direct the Clearing Agency to
make, an adjustment on its books and records with respect to the appropriate
Global Security to reflect an increase in the number of the QUIPS represented by
such Global Security, then the Property Trustee shall cancel such Definitive
QUIPS and cause, or direct the Clearing Agency to cause, the aggregate number of
QUIPS represented by the appropriate Global Security to be increased
accordingly. If no Global Securities are then outstanding, the Trust shall issue
and the Property Trustee shall authenticate, upon written order of any
Administrator, an appropriate number of QUIPS in global form.

          (c)  Transfer and Exchange of Global Securities. Subject to Section
9.2(d), the transfer and exchange of Global Securities or beneficial interests
therein shall be effected through the Clearing Agency, in accordance with this
Declaration (including applicable restrictions on transfer set forth herein, if
any) and the procedures of the Clearing Agency therefor.

          (d)  Transfer of a Beneficial Interest in a Global Security for a
Definitive QUIPS.
 
          (i)  If none of the QUIPS constitute Pledged Securities and are
     thereafter represented by one or more permanent Global Securities in
     definitive, fully registered form, any Person having a beneficial interest
     in a Global Security may upon request, but only upon 20 days prior notice
     to the Property Trustee, and if accompanied by the information specified
     below, exchange such beneficial interest for a Definitive QUIPS
     representing the same number of QUIPS. Upon receipt by the Property Trustee
     from the Clearing Agency or its nominee on behalf of any Person having a
     beneficial interest in a Global Security of written instructions or such
     other form of instructions as is customary for the Clearing Agency or the
     Person designated by the Clearing Agency as having such a beneficial
     interest in a QUIPS and a certification from the transferor (in a form
     substantially similar to that attached hereto as the "Form of Assignment"
     in Exhibit A-1), which may be submitted by facsimile, then the Property
     Trustee will cause the aggregate number of QUIPS represented by Global
     Securities to be reduced on its books and records and, following such
     reduction, the Trust will execute and the Property Trustee will
     authenticate and make available for delivery to the transferee a Definitive
     QUIPS.

          (ii) Definitive QUIPS issued in exchange for a beneficial interest in
     a Global Security pursuant to this Section 9.2(d) shall be registered in
     such names and in such authorized denominations as the Clearing Agency,
     pursuant to instructions from its Participants or indirect participants or
     otherwise, shall instruct the Property Trustee in writing. The Property
     Trustee shall deliver such QUIPS to the Persons in whose names such QUIPS
     are so registered in accordance with such instructions of the Clearing
     Agency.

          (e)  Restrictions on Transfer and Exchange of Global Securities.
Notwithstanding any other provisions of this Declaration (other than the
provisions set forth in subsection (f) of this Section 9.2), a Global Security
may not be transferred as a whole except by the Clearing Agency to a nominee of
the Clearing Agency or another nominee of the Clearing Agency or by the Clearing
Agency or any such nominee to a successor Clearing Agency or a nominee of such
successor Clearing Agency.
 
          (f)  Authentication of Definitive QUIPS.  If at any time:

          (i)  there occurs a Default or an Event of Default which is
     continuing, or

          (ii) the Trust, at the direction of the Sponsor, as Holder of all of
     the issued and outstanding QUIPS, notifies the Property Trustee in writing
     that it elects to cause the issuance of Definitive QUIPS under this
     Declaration, then the Trust will execute, and the Property Trustee, upon
     receipt of a written order of the Trust signed by one Administrator
     requesting the authentication and delivery of Definitive QUIPS to the
     Persons designated by the Trust, will authenticate and make available for
     delivery Definitive QUIPS, equal in number to the number of QUIPS
     represented by the Global Securities, in exchange for such Global
     Securities.

          (g)  Cancellation or Adjustment of Global Security. At such time as
all beneficial interests in a Global Security have either been exchanged for
Definitive QUIPS to the extent permitted by this Declaration or redeemed,
repurchased or canceled in accordance with the terms of this Declaration, such
Global Security shall be returned to the Clearing Agency for cancellation or
retained and canceled by the Property Trustee. At any time prior to such
cancellation, if any beneficial interest in a Global Security is exchanged for
Definitive QUIPS, QUIPS represented by such Global Security shall be reduced and
an adjustment shall be made on the books and records of the Property Trustee (if
it is then the custodian for such Global Security) with respect to such Global
Security, by the Property Trustee or the Securities custodian, to reflect such
reduction.

          (h)  Obligations with Respect to Transfers and Exchanges of QUIPS.
 
          (i)  To permit registrations of transfers and exchanges, an
     Administrator on behalf of the Trust shall execute and the Property Trustee
     shall authenticate Definitive QUIPS and Global Securities at the
     Registrar's or co-Registrar's request in accordance with the terms of this
     Declaration.

          (ii) Registrations of transfers or exchanges will be effected without
     charge, but only upon payment (with such indemnity as the Trust or the
     Sponsor may require) in respect of any tax or other governmental charge
     that may be imposed in relation to it.
 
          (iii)     The Registrar or co-registrar shall not be required to
     register the transfer of or exchange of QUIPS during a period beginning at
     the opening of business 15 days before the day of mailing of a notice of
     redemption of QUIPS and ending at the close of business on the day of such
     mailing.

          (iv) Prior to the due presentation for registrations of transfer of
     any QUIPS, the Trust, the Property Trustee, the Paying Agent, the Registrar
     or any co-registrar may deem and treat the person in whose name a QUIPS is
     registered as the absolute owner of such QUIPS for the purpose of receiving
     Distributions on such QUIPS and for all other purposes whatsoever, and none
     of the Trust, the Property Trustee, the Paying Agent, the Registrar or any
     co-registrar shall be affected by notice to the contrary.
 
          (v)  All QUIPS issued upon any transfer or exchange pursuant to the
     terms of this Declaration shall evidence the same security and shall be
     entitled to the same benefits under this Declaration as the QUIPS
     surrendered upon such transfer or exchange.

          (i)  No Obligation of the Property Trustee.

          The Property Trustee shall have no responsibility or obligation to any
     beneficial owner of a Global Security, a Participant in the Clearing Agency
     or other Person with respect to the accuracy of the records of the Clearing
     Agency or its nominee or of any Participant thereof, with respect to any
     ownership interest in the QUIPS or with respect to the delivery to any
     Participant, beneficial owner or other Person (other than the Clearing
     Agency) of any notice (including any notice of redemption) or the payment
     of any amount, under or with respect to such QUIPS. All notices and
     communications to be given to the Holders and all payments to be made to
     Holders under the QUIPS shall be given or made only to or upon the order of
     the registered Holders (which shall be the Clearing Agency or its nominee
     in the case of a Global Security). The rights of beneficial owners in any
     Global Security shall be exercised only through the Clearing Agency subject
     to the applicable rules and procedures of the Clearing Agency. The Property
     Trustee may conclusively rely and shall be fully protected in relying upon
     information furnished by the Clearing Agency or any agent thereof with
     respect to its Participants and any beneficial owners.

          Section 9.3.  Deemed Security Holders.  Except when QUIPS constitute
Pledged Securities held for the benefit of the holders of Units, the Trustees
may treat the Person in whose name any Security shall be registered on the books
and records of the Trust as the sole owner of such Security for purposes of
receiving Distributions and for all other purposes whatsoever and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Security on the part of any Person, whether or not the Trust shall have
actual or other notice thereof.

          Section 9.4.  Book Entry Interests.  Global Securities shall initially
be registered on the books and records of the Trust in the name of Cede & Co.,
the nominee of the Clearing Agency, and no QUIPS Beneficial Owner will receive a
definitive certificate representing such QUIPS Beneficial Owner's interests in
such Global Securities, except as provided in Section 9.2.  Unless and until
definitive, fully registered certificates representing QUIPS have been issued to
the QUIPS Beneficial Owners pursuant to Section 9.2 and Section 7.9:

          (a)  the provisions of this Section 9.4 shall be in full force and
effect;
 
          (b)  the Trust and the Trustees shall be entitled to deal with the
Clearing Agency for all purposes of this Declaration (including the payment of
Distributions on the Global Securities and receiving approvals, votes or
consents hereunder) as the sole holder of the Global Securities and shall have
no obligation to the QUIPS Beneficial Owners;

          (c)  to the extent that the provisions of this Section 9.4 conflict
with any other provisions of this Declaration, the provisions of this Section
9.4 shall control; and

          (d)  the rights of the QUIPS Beneficial Owners shall be exercised only
through the Clearing Agency and shall be limited to those established by law and
agreements between such QUIPS Beneficial Owners and the Clearing Agency and/or
the Clearing Agency Participants and receive and transmit payments of
Distributions on the Global Securities to such Clearing Agency Participants. DTC
will make book entry transfers among the Clearing Agency Participants.
 
          Section 9.5.  Notices to Clearing Agency.  Whenever a notice or other
communication to the Holders of QUIPS is required to be given by a Trustee under
this Declaration and such QUIPS are in the form of Global Securities, such
Trustee shall give all such notices and communications specified herein to be
given to the Holders of Global Securities to the Clearing Agency, and shall have
no notice obligations to the QUIPS Beneficial Owners.
 
          Section 9.6.  Appointment of Successor Clearing Agency.  If any
Clearing Agency elects to discontinue its services as securities depositary with
respect to the QUIPS, the Administrators may, in their sole discretion, appoint
a successor Clearing Agency with respect to such QUIPS.


                                    ARTICLE X
           LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES, TRUSTEES,
                             ADMINISTRATORS OR OTHERS

          Section 10.1.  Liability.  (a) Except as expressly set forth in this
Declaration, the Securities Guarantees and the terms of the Securities, the
Sponsor shall not be:

          (i)  personally liable for the return of any portion of the capital
     contributions (or any return thereon) of the Holders of the Securities
     which shall be made solely from assets of the Trust; and
 
          (ii) required to pay to the Trust or to any Holder of Securities any
     deficit upon dissolution of the Trust or otherwise.

          (b)  The Sponsor shall be liable for all of the debts and obligations
of the Trust (other than with respect to the Securities) to the extent not
satisfied out of the Trust's assets.
 
          (c)  Pursuant to Section 3803(a) of the Business Trust Act, the
Holders of the QUIPS shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.

          Section 10.2.  Exculpation.  (a) No Indemnified Person shall be
liable, responsible or accountable in damages or otherwise to the Trust or any
Covered Person for any loss, damage or claim incurred by reason of any act or
omission performed or omitted by such Indemnified Person in good faith on behalf
of the Trust and in a manner such Indemnified Person reasonably believed to be
within the scope of the authority conferred on such Indemnified Person by this
Declaration or by law, except that an Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Indemnified Person's gross
negligence (or, in the case of the Property Trustee, by reason of such Trustee's
negligence) or willful misconduct with respect to such acts or omissions.

          (b)  An Indemnified Person shall be fully protected in relying in good
faith upon the records of the Trust and upon such information, opinions, reports
or statements presented to the Trust by any Person as to matters the Indemnified
Person reasonably believes are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the
Trust, including information, opinions, reports or statements as to the value
and amount of the assets, liabilities, profits, losses, or any other facts
pertinent to the existence and amount of assets from which Distributions to
Holders of Securities might properly be paid.

          Section 10.3.  Fiduciary Duty.  (a) To the extent that, at law or in
equity, an Indemnified Person has duties (including fiduciary duties) and
liabilities relating thereto to the Trust or to any other Covered Person, an
Indemnified Person acting under this Declaration shall not be liable to the
Trust or to any other Covered Person for its good faith reliance on the
provisions of this Declaration. The provisions of this Declaration, to the
extent that they restrict the duties and liabilities of an Indemnified Person
otherwise existing at law or in equity (other than the duties imposed on the
Property Trustee under the Trust Indenture Act), are agreed by the parties
hereto to replace such other duties and liabilities of such Indemnified Person.

          (b)  Unless otherwise expressly provided herein:

          (i)  whenever a conflict of interest exists or arises between any
     Covered Persons and any Indemnified Person; or

          (ii) whenever this Declaration or any other agreement contemplated
     herein or therein provides that an Indemnified Person shall act in a manner
     that is, or provide terms that are, fair and reasonable to the Trust or any
     Holder of Securities.

 the Indemnified Person shall resolve such conflict of interest, take such
action or provide such terms, considering in each case the relative interest of
each party (including its own interest) to such conflict, agreement, transaction
or situation and the benefits and burdens relating to such interests, any
customary or accepted industry practices, and any applicable generally accepted
accounting practices or principles. In the absence of bad faith by the
Indemnified Person, the resolution, action or term so made, taken or provided by
the Indemnified Person shall not constitute a breach of this Declaration or any
other agreement contemplated herein or of any duty or obligation of the
Indemnified Person at law or in equity or otherwise.
 
          (c)  Whenever in this Declaration an Indemnified Person is permitted
or required to make a decision:
 
          (i)  in its "discretion" or under a grant of similar authority, the
     Indemnified Person shall be entitled to consider such interests and factors
     as it desires, including its own interests, and shall have no duty or
     obligation to give any consideration to any interest of or factors
     affecting the Trust or any other Person; or
 
          (ii) in its "good faith" or under another express standard, the
     Indemnified Person shall act under such express standard and shall not be
     subject to any other or different standard imposed by this Declaration or
     by applicable law.
 
          Section 10.4.  Indemnification.  (a)(i) The Sponsor shall indemnify,
to the full extent permitted by law, any Company Indemnified Person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Trust) by reason
of the fact that he is or was a Company Indemnified Person against expenses
(including attorneys' fees and expenses), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the Company Indemnified Person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
Trust, and, with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was unlawful.

          (ii) The Sponsor shall indemnify, to the full extent permitted by law,
any Company Indemnified Person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the Trust to procure a judgment in its favor by reason of the fact that
he is or was a Company Indemnified Person against expenses (including attorneys'
fees and expenses) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Trust and except that no such indemnification shall be made in respect of
any claim, issue or matter as to which such Company Indemnified Person shall
have been adjudged to be liable to the Trust unless and only to the extent that
the Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
of Chancery or such other court shall deem proper.
 
          (iii)     To the extent that a Company Indemnified Person shall be
successful on the merits or otherwise (including dismissal of an action without
prejudice or the settlement of an action without admission of liability) in
defense of any action, suit or proceeding referred to in paragraphs (i) and (ii)
of this Section 10.4(a), or in defense of any claim, issue or matter therein, he
shall be indemnified, to the full extent permitted by law, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
 
          (iv) Any indemnification under paragraphs (i) and (ii) of this Section
10.4(a) (unless ordered by a court) shall be made by the Sponsor only as
authorized in the specific case upon a determination that indemnification of the
Company Indemnified Person is proper in the circumstances because he has met the
applicable standard of conduct set forth in paragraphs (i) and (ii). Such
determination shall be made by the Holder of the Common Trust Securities.
 
          (v)  To the fullest extent permitted by law, expenses (including
attorneys' fees and expenses) incurred by a Company Indemnified Person in
defending a civil, criminal, administrative or investigative action, suit or
proceeding referred to in paragraphs (i) and (ii) of this Section 10.4(a) shall
be paid by the Sponsor in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such Company
Indemnified Person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Sponsor as authorized in this
Section 10.4(a).  Notwithstanding the foregoing, no advance shall be made by the
Sponsor if a determination is reasonably and promptly made by the Holder of the
Common Trust Securities, that, based upon the facts known to the Holder of the
Common Trust Securities at the time such determination is made, such Company
Indemnified Person acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interests of the Trust, or, with
respect to any criminal proceeding, that such Company Indemnified Person
believed or had reasonable cause to believe his conduct was unlawful. In no
event shall any advance be made in instances where the Holder of the Common
Trust Securities reasonably determines that such person deliberately breached
his duty to the Trust or its Common Trust Securities or QUIPS Holders.
 
          (vi) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Section 10.4(a) shall not be
deemed exclusive of any other rights to which those seeking indemnification and
advancement of expenses may be entitled under any agreement, vote of
stockholders or disinterested directors of the Sponsor or Holders of the QUIPS
or otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office. All rights to indemnification under
this Section 10.4(a) shall be deemed to be provided by a contract between the
Sponsor and each Company Indemnified Person who serves in such capacity at any
time while this Section 10.4(a) is in effect.  Any repeal or modification of
this Section 10.4(a) shall not affect any rights or obligations then existing.

          (vii)     The Sponsor or the Trust may purchase and maintain insurance
on behalf of any person who is or was a Company Indemnified Person against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Sponsor would have the
power to indemnify him against such liability under the provisions of this
Section 10.4(a).

          (viii)    For purposes of this Section 10.4(a), references to "the
Trust" shall include, in addition to the resulting or surviving entity, any
constituent entity (including any constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director, trustee,
officer or employee of such constituent entity, or is or was serving at the
request of such constituent entity as a director, trustee, officer, employee or
agent of another entity, shall stand in the same position under the provisions
of this Section 10.4(a) with respect to the resulting or surviving entity as he
would have with respect to such constituent entity if its separate existence had
continued.
 
          (ix) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 10.4(a) shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a Company
Indemnified Person and shall inure to the benefit of the heirs, executors and
administrators of such a person.
 
          (b)  The Sponsor agrees, to the fullest extent permitted by law, to
(A) indemnify the (i) Property Trustee, (ii) the Delaware Trustee, (iii) any
Affiliate of the Property Trustee and the Delaware Trustee, and (iv) any
officers, directors, shareholders, members, partners, employees,
representatives, custodians, nominees or agents of the Property Trustee and the
Delaware Trustee (each of the Persons in (i) through (iv), including the
Property Trustee and the Delaware Trustee in their respective individual
capacities, being referred to as a "Fiduciary Indemnified Person") for, and to
hold each Fiduciary Indemnified Person harmless against, any and all loss,
liability, damage, claim or expense including taxes (other than taxes based on
the income of such Fiduciary Indemnified Person) incurred without gross
negligence (or, in the case of the Property Trustee, incurred without ordinary
negligence) or bad faith on its part, arising out of or in connection with the
acceptance or administration of the trust or trusts hereunder, including the
costs and expenses (including reasonable legal fees and expenses) of defending
itself against or investigating any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder and (B) to
advance, from time to time, prior to the final disposition of any claim, demand,
action, suit or proceeding for which indemnification is authorized pursuant to
subsection (b)(A) above, any expenses (including reasonable legal fees) incurred
by a Fiduciary Indemnified Person in defending such claim, demand, action, suit
or proceeding upon receipt by the Sponsor of an undertaking by or on behalf of
the Fiduciary Indemnified Person to repay such amount if it shall be determined
that the Fiduciary Indemnified Person is not entitled to be indemnified as
authorized in subsection (b)(A) above.  The obligation to indemnify and advance
expenses as set forth in this Section 10.4(b) shall survive the satisfaction and
discharge of this Declaration and the Trust and shall survive the resignation or
removal of such Fiduciary Indemnified Person.

          (c)  The Sponsor agrees to pay the Property Trustee and the Delaware
Trustee, from time to time, such compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by the Property Trustee and the Delaware Trustee
hereunder as may be mutually agreed upon in writing by the Sponsor and the
Property Trustee or the Delaware Trustee, as the case may be, and, except as
otherwise expressly provided herein, to reimburse the Property Trustee and the
Delaware Trustee upon its or their request for all reasonable expenses
(including counsel fees and expenses), disbursements and advances incurred or
made by the Property Trustee or the Delaware Trustee, as the case may be, in
accordance with the provisions of this Declaration.

          Section 10.5.  Outside Businesses.  Any Covered Person, the Sponsor,
the Delaware Trustee and the Property Trustee (subject to Section 5.3(c)) may
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the business
of the Trust, and the Trust and the Holders shall have no rights by virtue of
this Declaration in and to such independent ventures or the income or profits
derived therefrom, and the pursuit of any such venture, even if competitive with
the business of the Trust, shall not be deemed wrongful or improper. No Covered
Person, the Sponsor, the Delaware Trustee, or the Property Trustee shall be
obligated to present any particular investment or other opportunity to the Trust
even if such opportunity is of a character that, if presented to the Trust,
could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware
Trustee and the Property Trustee shall have the right to take for its own
account (individually or as a partner or fiduciary) or to recommend to others
any such particular investment or other opportunity. Any Covered Person, the
Delaware Trustee and the Property Trustee may engage or be interested in any
financial or other transaction with the Sponsor or any Affiliate of the Sponsor,
or may act as depositary, trustee or agent for, or act on any committee or body
of holders of, securities or other obligations of the Sponsor or its Affiliates.


                                    ARTICLE XI
                                    ACCOUNTING
 
          Section 11.1.  Fiscal Year.  The fiscal year ("Fiscal Year") of the
Trust shall be the calendar year, or such other year as is required by the Code.

          Section 11.2.  Certain Accounting Matters.  (a) At all times during
the existence of the Trust, the Administrators shall keep, or cause to be kept,
full books of account, records and supporting documents, which shall reflect in
reasonable detail, each transaction of the Trust. The books of account shall be
maintained on the accrual method of accounting, in accordance with generally
accepted accounting principles, consistently applied. The Trust shall use the
accrual method of accounting for United States Federal income tax purposes. The
books of account and the records of the Trust shall be examined by and reported
upon as of the end of each Fiscal Year of the Trust by a firm of independent
certified public accountants selected by the Administrators.
 
          (b)  The Administrators shall cause to be duly prepared and delivered
to each of the Holders, any annual United States Federal income tax information
statement, required by the Code, containing such information with regard to the
Securities held by each Holder as is required by the Code and the Treasury
Regulations. Notwithstanding any right under the Code to deliver any such
statement at a later date, the Administrators shall endeavor to deliver all such
information statements within 90 days after the end of each Fiscal Year of the
Trust.
 
          (c)  The Administrators shall cause to be duly prepared and filed with
the appropriate taxing authority, an annual United States Federal income tax
return, on a Form 1041 or such other form required by United States Federal
income tax law, and any other annual income tax returns required to be filed by
the Administrators on behalf of the Trust with any state or local taxing
authority.
 
          Section 11.3.  Banking.  The Trust shall maintain one or more bank
accounts in the name and for the sole benefit of the Trust; provided, however,
that all payments of funds in respect of the Debentures held by the Property
Trustee shall be made directly to the Property Trustee Account and no other
funds of the Trust shall be deposited in the Property Trustee Account. The sole
signatories for such accounts shall be designated by the Administrators;
provided, however, that the Property Trustee shall designate the signatories for
the Property Trustee Account.
 
          Section 11.4.  Withholding.  The Trust and the Administrators shall
comply with all withholding requirements under United States Federal, state and
local law. The Trust shall request, and the Holders shall provide to the Trust,
such forms or certificates as are necessary to establish an exemption from
withholding with respect to each Holder, and any representations and forms as
shall reasonably be requested by the Trust to assist it in determining the
extent of, and in fulfilling, its withholding obligations. The Administrators
shall file required forms with applicable jurisdictions and, unless an exemption
from withholding is properly established by a Holder, shall remit amounts
withheld with respect to the Holder to applicable jurisdictions. To the extent
that the Trust is required to withhold and pay over any amounts to any authority
with respect to Distributions or allocations to any Holder, the amount withheld
shall be deemed to be a Distribution in the amount of the withholding to the
Holder. In the event of any claimed over withholding, Holders shall be limited
to an action against the applicable jurisdiction. If the amount required to be
withheld was not withheld from actual Distributions made, the Trust may reduce
subsequent Distributions by the amount of such withholding.


                                   ARTICLE XII
                             AMENDMENTS AND MEETINGS

          Section 12.1.  Amendments.  (a) Except as otherwise provided in this
Declaration or by any applicable terms of the Securities, this Declaration may
only be amended by a written instrument approved and executed by:
 
          (i)  if the amendment affects the rights, powers, duties, obligations
     or immunities of the Administrators, the Administrators (or if there are
     more than two Administrators, a majority of the Administrators);
 
          (ii) if the amendment affects the rights, powers, duties, obligations
     or immunities of the Property Trustee, the Property Trustee; and
 
          (iii)     if the amendment affects the rights, powers, duties,
     obligations or immunities of the Delaware Trustee, the Delaware Trustee.
 
          (b)  No amendment shall be made, and any such purported amendment
shall be void and ineffective:
 
          (i)  unless, in the case of any proposed amendment, the Property
     Trustee shall have first received an Officers' Certificate from the Sponsor
     that such amendment is permitted by, and conforms to, the terms of this
     Declaration (including the terms of the Securities);

          (ii) unless, in the case of any proposed amendment which affects the
     rights, powers, duties, obligations or immunities of the Property Trustee
     or the Delaware Trustee, the Property Trustee and the Delaware Trustee
     shall have first received:

               (A)  an Officers' Certificate from the Sponsor that such
          amendment is permitted by, and conforms to, the terms of this
          Declaration (including the terms of the Securities); and

               (B)  an Opinion of Counsel that such amendment is permitted by,
          and conforms to, the terms of this Declaration (including the terms of
          the Securities); provided, however, that the Property Trustee shall
          not be required to sign any such amendment; and

               (C)  a consent in writing by the Property Trustee or the Delaware
          Trustee, as the case may be (which consent may be withheld in such
          Trustee's sole discretion); and

          (iii)     unless the Property Trustee shall have first received an
     Opinion of Counsel that such amendment or the exercise of any power granted
     to the Property Trustee or Delaware Trustee in accordance with such
     amendment will not:

               (A)  cause the Trust to be classified for purposes of United
          States Federal income taxation as an association taxable as a
          corporation or as other than a grantor trust; or

               (B)  cause the Trust to be deemed to be an Investment Company
          required to be registered under the Investment Company Act;

          (c)  Except as provided in Section 12.1(d), (e) or (h), no amendment
shall be made, and any such purported amendment shall be void and ineffective
unless the Holders of a Majority in liquidation amount of the QUIPS (or Units)
shall have consented to such amendment.
 
          (d)  In addition to and notwithstanding any other provision in this
Declaration, without the consent of each affected Holder, this Declaration may
not be amended to (i) change the amount or timing of any Distribution or other
payment on the Securities (including payment of the Put Price (as defined in the
Indenture) or otherwise adversely affect the amount of any distribution required
to be made in respect of the Securities as of a specified date or (ii) restrict
the right of a Holder of Securities to institute suit for the enforcement of any
such payment on or after such date.

          (e)  Section 9.1(b) and this Section 12.1 shall not be amended without
the consent of all of the Holders of the Securities.

          (f)  Article Four shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Trust Securities.

          (g)  The rights of the holders of the Common Trust Securities under
Article Five to increase or decrease the number of, and appoint and remove
Trustees or Administrators shall not be amended without the consent of the
Holders of a Majority in liquidation amount of the Common Trust Securities.

          (h)  Notwithstanding Section 12.1(c), this Declaration may be amended
from time to time by the Sponsor and the Property Trustee without the consent of
the Holders of the Securities to:

          (i)  cure any ambiguity, correct or supplement any provision in this
     Declaration that may be inconsistent with any other provision of this
     Declaration or to make any other provisions with respect to matters or
     questions arising under this Declaration which shall not be inconsistent
     with the other provisions of the Declaration; or

          (ii) to modify, eliminate or add to any provisions of the Declaration
     to such extent as shall be necessary to ensure that the Trust will be
     classified for United States Federal income tax purposes as a grantor trust
     or as other than an association taxable as a corporation at all times that
     any Securities are outstanding or to ensure that the Trust will not be
     required to register as an Investment Company under the Investment Company
     Act;  
provided, however, that in the case of clauses (i) and (ii), such action shall
not adversely affect in any material respect the interests of the Holders, and
any amendments of this Declaration pursuant to Section 12.1(h) shall become
effective when notice thereof is given to the Holders of the Securities.

          (i)  If so directed by all of the Holders of a class of Securities at
     a meeting of the Holders of such class, the Trustees, the Sponsor and the
     Trust shall take such actions as are necessary to amend this Declaration
     and to permit Holders of such class to reconstitute all of the Securities
     of such class with a liquidation amount of $1,000 per each Security of such
     class.

          Section 12.2.  Meetings of the Holders; Action by Written Consent. 
(a) Meetings of the Holders of any class of Securities may be called at any time
by the Administrators (or as otherwise provided in the terms of the Securities)
to consider and act on any matter on which Holders of such class of Securities
are entitled to act under the terms of this Declaration, the terms of the
Securities or the rules of any stock exchange on which the QUIPS listed or
admitted for trading. The Administrators shall call a meeting of the Holders of
such class if directed to do so by the Holders of at least 10% in liquidation
amount of such class of Securities. Such direction shall be given by delivering
to the Administrators one or more notices in a writing stating that the signing
Holders of Securities wish to call a meeting and indicating the general or
specific purpose for which the meeting is to be called. Any Holders calling a
meeting shall specify in writing the Securities held by the Holders exercising
the right to call a meeting and only those Securities specified shall be counted
for purposes of determining whether the required percentage set forth in the
second sentence of this paragraph has been met.
 
          (b)  Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:

          (i)  notice of any such meeting shall be given by the Property Trustee
     to all the Holders of Securities having a right to vote thereat at least
     seven days and not more than 60 days before the date of such meeting. 
     Whenever a vote, consent or approval of the Holders is permitted or
     required under this Declaration or the rules of any stock exchange on which
     the QUIPS are listed or admitted for trading, such vote, consent or
     approval may be given at a meeting of the Holders. Any action that may be
     taken at a meeting of the Holders of Securities may be taken without a
     meeting if a consent in writing setting forth the action so taken is signed
     by the Holders of Securities owning not less than the minimum amount of
     Securities in liquidation amount that would be necessary to authorize or
     take such action at a meeting at which all Holders having a right to vote
     thereon were present and voting. Prompt notice of the taking of action
     without a meeting shall be given to the Holders entitled to vote who have
     not consented in writing. The Administrators may specify that any written
     ballot submitted to the Security Holder for the purpose of taking any
     action without a meeting shall be returned to the Trust within the time
     specified by the Administrators;
 
          (ii) each Holder may authorize any Person to act for it by proxy on
     all matters in which a Holder is entitled to participate, including waiving
     notice of any meeting, or voting or participating at a meeting. No proxy
     shall be valid after the expiration of 11 months from the date thereof
     unless otherwise provided in the proxy. Every proxy shall be revocable at
     the discretion of the Holder of Securities executing it. Except as
     otherwise provided herein, all matters relating to the giving, voting or
     validity of proxies shall be governed by the General Corporation Law of the
     State of Delaware relating to proxies, and judicial interpretations
     thereunder, as if the Trust were a Delaware corporation and the Holders
     were stockholders of a Delaware corporation;
 
          (iii)     each meeting of the Holders shall be conducted by the
     Administrators or by such other Person that the Administrators may
     designate; and
 
          (iv) unless the Business Trust Act, this Declaration, the terms of the
     Securities, the Trust Indenture Act or the listing rules of any stock
     exchange on which the QUIPS or Units are then listed or trading, otherwise
     provides, the Administrators, in their sole discretion, shall establish all
     other provisions relating to meetings of Holders, including notice of the
     time, place or purpose of any meeting at which any matter is to be voted on
     by any Holders of Securities, waiver of any such notice, action by consent
     without a meeting, the establishment of a record date, quorum requirements,
     voting in person or by proxy or any other matter with respect to the
     exercise of any such right to vote.


                                   ARTICLE XIII
             REPRESENTATIONS OF PROPERTY TRUSTEE AND DELAWARE TRUSTEE
 
          Section 13.1.  Representations and Warranties of Property Trustee. 
The Trustee that acts as initial Property Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor
Property Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Property Trustee's acceptance of its appointment as
Property Trustee that:
 
          (a)  The Property Trustee is a national banking association with trust
powers and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;

          (b)  The execution, delivery and performance by the Property Trustee
of the Declaration has been duly authorized by all necessary corporate action on
the part of the Property Trustee. The Declaration has been duly executed and
delivered by the Property Trustee and under Delaware law (excluding securities
laws) constitutes a legal, valid and binding obligation of the Property Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);
 
          (c)  The execution, delivery and performance of this Declaration by
the Property Trustee does not conflict with or constitute a breach of the
charter or by-laws of the Property Trustee; and

          (d)  No consent, approval or authorization of, or registration with or
notice to, any Federal banking authority is required for the execution, delivery
or performance by the Property Trustee of this Declaration.
 
          Section 13.2.  Representations and Warranties of Delaware Trustee. 
The Trustee that acts as initial Delaware Trustee represents and warrants to the
Trust and to the Sponsor at the date of this Declaration, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee's acceptance of its appointment as
Delaware Trustee that:
 
          (a)  The Delaware Trustee is a national banking association with trust
powers and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration;
 
          (b)  The execution, delivery and performance by the Delaware Trustee
of this Declaration has been duly authorized by all necessary corporate action
on the part of the Delaware Trustee. This Declaration has been duly executed and
delivered by the Delaware Trustee under Delaware law (excluding securities laws)
and constitutes a legal, valid and binding obligation of the Delaware Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors' rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);
 
          (c)  No consent, approval or authorization of, or registration with or
notice to, any federal banking authority is required for the execution, delivery
or performance by the Delaware Trustee of this Declaration; and

          (d)  The Delaware Trustee is an entity which has its principal place
of business in the State of Delaware.


                                   ARTICLE XIV
                                  MISCELLANEOUS

          Section 14.1.  Notices.  All notices provided for in this Declaration
shall be in writing, duly signed by the party giving such notice, and shall be
delivered, telecopied or mailed by first class mail, as follows:
 
          (a)  if given to the Trust, in care of the Administrators at the
Trust's mailing address set forth below (or such other address as the Trust may
give notice of to the Holders):

               AmerUs Capital II
               c/o AmerUs Life Holdings
               699 Walnut Street
               Des Moines, IA 50309
               Attention:  James A. Smallenberger, Administrator

          (b)  if given to the Delaware Trustee, at the mailing address set
forth below (or such other address as Delaware Trustee may give notice of to the
Holders):
 
               First Union Trust Company, National Association
               One Rodney Square
               920 King Street
               1st Floor
               Wilmington, DE 19801
               Attention:  Corporate Trust Administration

          (c)  if given to the Property Trustee, at the Property Trustee's
mailing address set forth below (or such other address as the Property Trustee
may give notice of to the Holders):
 
               First Union National Bank
               230 South Street
               Charlotte, NC 28288-1179
               Attention:  Corporate Trust Group

          (d)  if given to the Holder of the Common Trust Securities, at the
mailing address of the Sponsor set forth below (or such other address as the
Holder of the Common Trust Securities may give notice to the Trust):

               AmerUs Life Holdings
               699 Walnut Street
               Des Moines, IA 50309
               Attention:  Chief Financial Officer

          (e)  if given to any other Holder, at the address set forth on the
books and records of the Trust.

          All such notices shall be deemed to have been given when received in
person, telecopied with receipt confirmed, or mailed by first class mail,
postage prepaid except that if a notice or other document is refused delivery or
cannot be delivered because of a changed address of which no notice was given,
such notice or other document shall be deemed to have been delivered on the date
of such refusal or inability to deliver.

          Section 14.2.  Governing Law.  This Declaration and the rights of the
parties hereunder shall be governed by and interpreted in accordance with the
laws of the State of Delaware and all rights and remedies shall be governed by
such laws without regard to principles of conflict of laws.

          Section 14.3.  Intention of the Parties.  It is the intention of the
parties hereto that for United States Federal income tax purposes the Trust be
classified as a grantor trust and the Debentures as indebtedness. The provisions
of this Declaration shall be interpreted to further this intention of the
parties. The parties hereto agree and any Holder by the acquisition of a
Security shall be deemed to have agreed to treat the Trust as a grantor trust
and the Debentures as indebtedness in all tax and accounting filings and
reports.
 
          Section 14.4.  Headings.  Headings contained in this Declaration are
inserted for convenience of reference only and do not affect the interpretation
of this Declaration or any provision hereof.

          Section 14.5.  Successors and Assigns.  Whenever in this Declaration
any of the parties hereto is named or referred to, the successors and assigns of
such party shall be deemed to be included, and all covenants and agreements in
this Declaration by the Sponsor and the Trustees shall bind and inure to the
benefit of their respective successors and assigns, whether so expressed.
 
          Section 14.6.  Partial Enforceability.  If any provision of this
Declaration, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration, or the application of
such provision to persons or circumstances other than those to which it is held
invalid, shall not be affected thereby.
 
          Section 14.7.  Counterparts.  This Declaration may contain more than
one counterpart of the signature page and this Declaration may be executed by
the affixing of the signature of each of the Trustees to one of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one, and they shall have the same force and effect as though all of the signers
had signed a single signature page.
<PAGE>
          IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed as of the day and year first above written.


                              /s/ Michael E. Sproule
                              ----------------------------
                              Michael E. Sproule
                              as Administrator


                              /s/ Michael G. Fraizer
                              ----------------------------
                              Michael G. Fraizer
                              as Administrator


                              /s/ James A. Smallenberger
                              ----------------------------
                              James A. Smallenberger
                              as Administrator


                              FIRST UNION TRUST COMPANY,
                                National Association,
                              as Delaware Trustee


                                   /s/ Stephen J. Kaba
                              By:-------------------------
                              Name:  Stephen J. Kaba
                              Title:  Vice President


                              FIRST UNION NATIONAL BANK,
                              as Property Trustee


                                   /s/ Shawn K. Bednasek
                              By:-------------------------
                              Name:  Shawn K. Bednasek
                              Title:  Vice President
<PAGE>
                              AMERUS LIFE HOLDINGS, INC.,
                              as Sponsor


                                   /s/ James A. Smallenberger
                              By:--------------------------
                              Name:  James A. Smallenberger
                              Title:  Senior Vice President 
                                      and Secretary
<PAGE>
                                     ANNEX I

                                     TERMS OF
                   6.86% QUARTERLY INCOME PREFERRED SECURITIES
                          6.86% COMMON TRUST SECURITIES

          Pursuant to Section 7.1 of the Amended and Restated Declaration of
Trust, dated as of July 27, 1998 (as amended from time to time, the
"Declaration"), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Securities are set out below (each
capitalized term used but not defined herein has the meaning set forth in the
Declaration or, if not defined in such Declaration, as defined in the Prospectus
referred to below in Section 2(c) of this Annex I):

          1.   Designation and Number.

          (a)  Quarterly Income Preferred Securities.  4,150,000 Quarterly
Income Preferred Securities of the Trust with an aggregate liquidation amount
with respect to the assets of the Trust of one hundred thirty million, nine
hundred eighty-four thousand, three hundred seventy-five dollars ($130,984,375),
and each with a liquidation amount with respect to the assets of the Trust of
$31.5625 per security, are hereby designated for the purposes of identification
only as "6.86% Quarterly Income Preferred Securities" (the "QUIPS").  The
certificates evidencing the QUIPS shall be substantially in the form of Exhibit
A-1 to the Declaration, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice or to conform
to the rules of any exchange or quotation system on which the QUIPS are listed,
traded or quoted, if any.

          (b)  Common Trust Securities. 128,351 Common Trust Securities of the
Trust with an aggregate liquidation amount with respect to the assets of the
Trust of  four million, fifty-one thousand, seventy-eight dollars ($4,051,078)
and a liquidation amount with respect to the assets of the Trust of $31.5625 per
security, are hereby designated for the purposes of identification only as
"6.86% Common Trust Securities" (the "Common Trust Securities").  The
certificates evidencing the Common Trust Securities shall be substantially in
the form of Exhibit A-2 to the Declaration, with such changes and additions
thereto or deletions therefrom as may be required by ordinary usage, custom or
practice.

          2.   Distributions.
 
          (a)  Distributions payable on each Security will initially be fixed at
a rate per annum of 6.86% (the "Distribution Rate") of the stated liquidation
amount of $31.5625 per Security (the "Liquidation Amount").  On and after the
Market Rate Increase Date (as defined in the Indenture) if the Rate Increase
Agent (as defined in the Indenture), increases the Initial Interest Rate (as
defined in the Indenture) to the Market Increase Rate (as defined in the
Indenture), Distributions will be fixed at a rate per annum of the Liquidation
Amount equal to the Market Increase Rate.  The Distribution Rate as in effect at
any applicable time is hereinafter referred to as the "Coupon Rate."  Except as
set forth below in respect of an Extension Period, Distributions in arrears for
more than one quarterly period will bear additional distributions thereon
compounded quarterly at the rate of 6.86% per annum plus, for the period after
the Market Rate Increase Date, the amount (if any), by which the Distribution
Rate shall have been increased (together, the "Deferral Rate") (to the extent
permitted by applicable law). The term "Distributions," as used herein, includes
distributions of any such interest unless otherwise stated. A Distribution is
payable only to the extent that payments are made in respect of the Debentures
held by the Property Trustee and to the extent the Property Trustee has funds on
hand legally available therefor.
 
          (b)  Distributions on the Securities will be cumulative, will
accumulate from the most recent date to which Distributions have been paid or,
if no Distributions have been paid, from July 27, 1998, and will be payable
quarterly in arrears on January 27, April 27, July 27, and October 27, 1998 of
each year, commencing on October 27, 1998 (each, a "Distribution Date"), except
as otherwise described below.  Distributions will be computed on the basis of a
360-day year consisting of twelve 30-day months.  As long as no Event of Default
has occurred and is continuing under the Indenture, the Debenture Issuer has the
right under the Indenture to elect to defer payments of interest by extending
the interest payment period at any time and from time to time on the Debentures
(each an "Extension Period"), during which Extension Period no interest shall be
due and payable on the Debentures, provided that no Extension Period shall end
on a date other than an Interest Payment Date for the Debentures or extend
beyond the Maturity Date of the Debentures. During any such Extension Period,
the Debenture Issuer may not (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Debenture Issuer's capital stock (which includes common and preferred
stock), (ii) make any payment of principal of or premium, if any, or interest on
or repay, repurchase or redeem any debt securities of the Debenture Issuer that
rank pari passu with or junior in right of payment to the Debentures or (iii)
make any guarantee payments with respect to any guarantee by the Debenture
Issuer of any securities of any subsidiary of the Debenture Issuer if such
guarantee ranks pari passu with or junior in right of payment to the Debentures
(other than, in the case of clauses (i), (ii) and (iii), (A) dividends or
distributions in shares of, or options, warrants or rights to subscribe for or
purchase shares of, common stock of the Debenture Issuer, (B) any declaration of
a dividend in connection with the implementation of a stockholders' rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (C) payments under the QUIPS
Guarantee, (D) as a result of a reclassification of the Debenture Issuer's
capital stock solely into shares of one or more classes or series of the
Debenture Issuer's capital stock or the exchange or conversion of one class or
series of the Debenture Issuer's capital stock for another class or series of
the Debenture Issuer's capital stock, (E) the purchase of fractional interests
in shares of the Debenture Issuer's capital stock pursuant to the conversion or
exchange provisions of such capital stock or the security being converted or
exchanged, and (F) purchases of common stock of the Debenture Issuer in
connection with the satisfaction by the Debenture Issuer of its obligations
(including purchases related to the issuance of such common stock or rights)
under any of the Debenture Issuer's benefit plans for its and its subsidiaries'
directors, officers or employees or any of the Debenture Issuer's dividend
reinvestment plans). As a consequence of such deferral, Distributions will also
be deferred. Despite such deferral, Distributions will continue to accumulate
with additional Distributions thereon (to the extent permitted by applicable law
but not at a rate greater than the rate at which interest is then accruing on
the Debentures) at the Deferral Rate compounded quarterly during any such
Extension Period. Prior to the termination of any such Extension Period, the
Debenture Issuer may further defer payments of interest by further extending
such Extension Period; provided that such Extension Period may not extend beyond
the Maturity Date of the Debentures. Upon the termination of any Extension
Period and the payment of all amounts then due, the Debenture Issuer may
commence a new Extension Period, subject to the above requirements.

          (c)  Distributions on the Securities will be payable to the Holders
thereof as they appear on the books and records of the Trust on the relevant
record dates which shall be one Business Day prior to the relevant Distribution
Date, unless the QUIPS are issued in certificated form, in which case the
regular record date for such Distributions shall be the first day of the month
in which the relevant Distribution Date falls, which Distribution Dates
correspond to the interest payment dates on the Debentures. The relevant record
dates for the Common Trust Securities shall be the same as the record dates for
the QUIPS. Distributions payable on any Securities that are not punctually paid
on any Distribution Date, as a result of the Debenture Issuer having failed to
make a payment under the Debentures, will cease to be payable to the Holder on
the relevant record date, and such defaulted Distribution will instead be
payable to the Person in whose name such Securities are registered on the
special record date or other specified date determined in accordance with the
Indenture. If any date on which Distributions are payable on the Securities is
not a Business Day, then payment of the Distribution payable on such date will
be made on the next succeeding day that is a Business Day (and so long as such
payment is made on such next succeeding day, without any interest or other
payment in respect of any such delay), except if such Business Day is in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment was originally payable.

          (d)  In the event that there is any money or other property held by or
for the Trust that is not accounted for hereunder, such property shall be
distributed Pro Rata (as defined herein) among the Holders of the Securities.

          3.   Liquidation Distribution Upon Dissolution.

          In the event of any dissolution of the Trust or the Sponsor otherwise
gives notice of its election to dissolve the Trust pursuant to Section
8.1(a)(iii) of the Declaration, the Trust shall be liquidated by the
Administrators as expeditiously as the Administrators determine to be possible
by distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to the Holders of the Securities a Like Amount (as
defined below) of the Debentures (the "Liquidation Distribution").

          "Like Amount" means (i) with respect to a redemption of the
Securities, Securities having an aggregate Liquidation Amount equal to the
principal amount of Debentures to be paid in accordance with their terms and
(ii) with respect to a distribution of Debentures upon the liquidation of the
Trust, Debentures having a principal amount equal to the aggregate Liquidation
Amount of the Securities of the Holder to whom such Debentures are distributed.

          If, upon any such liquidation, the Liquidation Distribution can be
paid only in part because the Trust has insufficient assets on hand legally
available to pay in full the aggregate Liquidation Distribution, then the
amounts payable directly by the Trust on the Securities shall be paid on a Pro
Rata basis, except that if a Event of Default has occurred and is continuing,
the QUIPS shall have priority over the Common Trust Securities.

          4.   Redemption and Distribution.
 
          (a)  The QUIPS will be subject to mandatory redemption on the Maturity
Date of the Debentures out of the proceeds of the repayment of the Debentures at
Maturity. Upon the repayment of the Debentures at maturity, the proceeds from
such repayment shall be simultaneously applied by the Property Trustee to redeem
a Like Amount of the Securities at a redemption price equal to the principal of
and accrued and unpaid interest on the Debentures as of the Maturity Date
thereof (the "Final Redemption Price").
 
          (b)  On and from the date fixed by the Administrators for any
distribution of Debentures and liquidation of the Trust: (i) the Securities will
no longer be deemed to be outstanding, (ii) the Clearing Agency or its nominee
(or any successor Clearing Agency or its nominee), as the Holder of the
Securities, will receive a registered global certificate or certificates
representing the Debentures to be delivered upon such distribution and (iii) any
certificates representing Securities not held by the Clearing Agency or its
nominee (or any successor Clearing Agency or its nominee) will be deemed to
represent beneficial interests in a Like Amount of Debentures and bearing
accrued and unpaid interest in an amount equal to the accumulated and unpaid
Distributions on such Securities until such certificates are presented to the
registrar for the Debentures for transfer or reissue, whereupon the Debenture
Issuer will issue to such Holder, and the Debenture Trustee will authenticate, a
certificate representing such Debentures.
 
          (c)  The procedure with respect to redemptions or distributions of
Debentures shall be as follows:

          (i)  Notice of any redemption of, or notice of distribution of
     Debentures in exchange for, the Securities (a "Redemption/Distribution
     Notice") will be given by the Trust by mail to each Holder to be redeemed
     or exchanged not fewer than 30 nor more than 60 days before the date fixed
     for redemption or exchange thereof which, in the case of a redemption, will
     be the Maturity Date of the Debentures. For purposes of the calculation of
     the date of redemption or exchange and the dates on which notices are given
     pursuant to this Section 4(c)(i), a Redemption/Distribution Notice shall be
     deemed to be given on the day such notice is first mailed by first-class
     mail, postage prepaid, to Holders. Each Redemption/Distribution Notice
     shall be addressed to the Holders of Securities at the address of each such
     Holder appearing in the books and records of the Trust. No defect in the
     Redemption/Distribution Notice or in the mailing of either thereof with
     respect to any Holder shall affect the validity of the redemption or
     exchange proceedings with respect to any other Holder.
 
          (ii) If Securities are to be redeemed and the Trust gives a
     Redemption/Distribution Notice, then to the extent funds are legally
     available, (A) with respect to QUIPS issued in book-entry form, by 12:00
     noon, New York City time, on the Maturity Date, provided that the Debenture
     Issuer has paid the Property Trustee a sufficient amount of cash in
     connection with the maturity of the Debentures by 10:00 a.m., New York City
     time, on the Maturity Date, the Property Trustee will deposit, or cause the
     Paying Agent to Deposit, irrevocably with the Clearing Agency or its
     nominee (or successor Clearing Agency or its nominee) funds sufficient to
     pay the Final Redemption Price and will give the Clearing Agency
     irrevocable instructions and authority to pay the Final Redemption Price to
     the Clearing Agency Participants, and (B) with respect to QUIPS issued in
     certificated form and Common Trust Securities, provided that the Debenture
     Issuer has paid the Property Trustee a sufficient amount of cash in
     connection with the maturity of the Debentures, the Property Trustee will
     give irrevocable instructions and authority to the Paying Agent and will
     irrevocably deposit with the Paying Agent funds sufficient to pay the Final
     Redemption Price to the Holders thereof.  If a Redemption/Distribution
     Notice shall have been given and funds deposited as required, if
     applicable, then immediately prior to the close of business on the date of
     such deposit distributions will cease to accumulate on the Securities and
     all rights of Holders will cease, except the right of the Holders of such
     Securities to receive the Final Redemption Price, but without interest on
     such Final Redemption Price, and such Securities shall cease to be
     outstanding.
 
          (iii)     Payment of accumulated and unpaid Distributions on the
     Maturity Date of the Debentures will be subject to the rights of Holders of
     Securities on the close of business on a regular record date in respect of
     a Distribution Date occurring on or prior to such Maturity Date.

          If the Maturity Date of the Debentures is not a Business Day, then
     payment of the Final Redemption Price payable on such date will be made on
     the next succeeding day that is a Business Day (and so long as such payment
     is made on the next succeeding Business Day, without any interest or other
     payment in respect of any such delay), with the same force and effect as if
     made on such date fixed for redemption. If payment of the Final Redemption
     Price is improperly withheld or refused and not paid either by the Trust or
     by the Sponsor as guarantor pursuant to the relevant Securities Guarantee,
     Distributions on such Securities will continue to accumulate at the Coupon
     Rate on the Final Redemption Price from the Maturity Date to the actual
     date of payment.

          (iv) Redemption/Distribution Notices shall be sent by the Property
     Trustee on behalf of the Trust to (A) in respect of the QUIPS, the Clearing
     Agency or its nominee (or any successor Clearing Agency or its nominee) if
     the Global Certificates have been issued or, if Definitive QUIPS have been
     issued, to the Holder thereof, and (B) in respect of the Common Trust
     Securities to the Holder thereof.

          (v)  Subject to the foregoing and applicable law (including, without
     limitation, United States Federal securities laws and banking laws),
     provided the acquiror is not the Holder of the Common Trust Securities or
     the obligor under the Indenture, the Sponsor or any of its subsidiaries may
     at any time and from time to time purchase outstanding QUIPS by tender, in
     the open market or by private agreement.

          5.   Voting Rights - QUIPS.
 
          (a)  Except as provided under Sections 5(b) and 7 and as otherwise
required by law and the Declaration, the Holders of the QUIPS will have no
voting rights. The Administrators are required to call a meeting of the Holders
of the QUIPS if directed to do so by the Holders of at least 10% in liquidation
amount of the QUIPS.
 
          (b)  So long as any Debentures are held by the Property Trustee, the
Trustees shall not (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Debenture Trustee, or exercising any
trust or power conferred on such Debenture Trustee with respect to the
Debentures, (ii) waive any past default that is waivable under Section 5.07 of
the Indenture, (iii) exercise any right to rescind or annul a declaration of
acceleration of the maturity of the principal of the Debentures or (iv) consent
to any amendment, modification or termination of the Indenture or the
Debentures, where such consent shall be required, without, in each case,
obtaining the prior approval of the Holders of a Majority in liquidation amount
of all outstanding QUIPS; PROVIDED, HOWEVER, that where a consent under the
Indenture would require the consent of each holder of Debentures affected
thereby, no such consent shall be given by the Trustees without the prior
approval of each Holder of the QUIPS.  The Property Trustee shall not revoke any
action previously authorized or approved by a vote of the Holders of the QUIPS
except by subsequent vote of such Holders.  The Property Trustee shall notify
each Holder of Securities of any notice of default with respect to the
Debentures. In addition to obtaining the foregoing approvals of such Holders
prior to taking any of the foregoing actions, the Property Trustee shall obtain
an Opinion of Counsel experienced in such matters to the effect that the Trust
will not be classified as an association taxable as a corporation for United
States Federal income tax purposes or as other than a grantor trust on account
of such action.
 
          If an Event of Default under the Declaration has occurred and is
continuing and such event is attributable to the failure of the Debenture Issuer
to pay principal of or premium, if any, or interest on the Debentures on the due
date therefor (after giving effect to any Extension Period), then a Holder of
QUIPS may directly institute a proceeding for enforcement of payment to such
Holder of the principal of or premium, if any, or interest on a Like Amount of
Debentures (a "Direct Action") on or after the respective due date specified in
the Debentures. In connection with such Direct Action, the rights of the Common
Trust Securities Holder will be subrogated to the rights of such Holder of QUIPS
to the extent of any payment made by the Debenture Issuer to such Holder of
QUIPS in such Direct Action, PROVIDED, HOWEVER, that no such subrogation right
may be exercised so long as an Event of Default has occurred and is continuing. 
The Holders of QUIPS will not be able to exercise directly any other remedy
available to the holders of the Debentures.

          Any approval or direction of Holders of QUIPS may be given at a
separate meeting of such Holders of QUIPS convened for such purpose, at a
meeting of all of the Holders of Securities in the Trust or pursuant to written
consent.  The Property Trustee will cause a notice of any meeting at which
Holders of QUIPS are entitled to vote, or of any matter upon which action by
written consent of such Holders is to be taken, to be mailed to each Holder of
record of QUIPS.  Each such notice will include a statement setting forth (i)
the date of such meeting or the date by which such action is to be taken, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote or of such matter upon which written consent
is sought and (iii) instructions for the delivery of proxies or consents.
 
          No vote or consent of the Holders of the QUIPS will be required for
the Trust to redeem and cancel QUIPS or to distribute the Debentures in
accordance with the Declaration and the terms of the Securities.

          Notwithstanding that Holders of QUIPS are entitled to vote or consent
under any of the circumstances described above, any of the QUIPS that are owned
by the Sponsor or any Affiliate of the Sponsor shall not be entitled to vote or
consent and shall, for purposes of such vote or consent, be treated as if they
were not outstanding.
 
          6.   Voting Rights - Common Trust Securities.

          (a)  Except as provided under Sections 6(b), and 7, in the Business
Trust Act, and as otherwise required by law and the Declaration, the Holders of
the Common Trust Securities will have no voting rights.

          (b)  Unless an Event of Default under the Declaration shall have
occurred and be continuing, any Trustee may be removed at any time by the holder
of the Common Trust Securities. If an Event of Default under the Declaration has
occurred and is continuing, the Property Trustee and the Delaware Trustee may be
removed at such time by the Holders of a Majority in liquidation amount of the
outstanding QUIPS. In no event will the Holders of the QUIPS have the right to
vote to appoint, remove or replace the Administrators, which voting rights are
vested exclusively in the Sponsor as the holder of the Common Trust Securities.
No resignation or removal of a Trustee and no appointment of a successor trustee
shall be effective until the acceptance of appointment by the successor trustee
in accordance with the provisions of the Declaration.

          No vote or consent of the Holders of the Common Trust Securities will
be required for the Trust to redeem and cancel Common Trust Securities or to
distribute the Debentures in accordance with the Declaration and the terms of
the Securities.

          7.   Amendments to Declaration.

          (a)  The provisions set forth under Section 12.1 of the Declaration
and this Section 7 shall govern any amendments to the Declaration.

          (b)  Notwithstanding any provisions of the Declaration and the
provisions of Section 3.16(b) of the Trust Indenture Act, the right of any
Holder of QUIPS to receive payment of distributions and other payments upon
redemption, repurchase or otherwise, on or after their respective due dates, or
to institute a suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such
Holder. For the protection and enforcement of the foregoing provision, each and
every Holder of QUIPS shall be entitled to such relief as can be given either at
law or equity.
 
          8.   Right to Exercise Put Options.

          Each holder of QUIPS will have the right to require the Trust to
distribute Debentures having an aggregate principal amount equal to the
aggregate Liquidation Amount of such QUIPS to the Put Agent (as defined in the
Indenture), on the Stock Purchase Date (as defined in the Indenture), in
exchange for such QUIPS, in connection with the concurrent exercise by the Put
Agent on behalf of each such holder of the Debenture Put Option (as defined in
the Indenture) related thereto.

          A holder of QUIPS may exercise the right referred to above by
presenting and surrendering the certificate evidencing such QUIPS, at the
offices of the Property Trustee, with the form of "Notice to Require Exercise of
Junior Subordinated Debenture Put Option" on the reverse side of the certificate
completed and executed as indicated, by 10:00 a.m., New York City time, on the
Stock Purchase Date.  If such right is properly exercised, the applicable
Debentures will be distributed to the Put Agent, who shall be the Collateral
Agent, and the Put Agent will then exercise the Put Option related thereto on
behalf of the holder.  Any cash received on the exercise of such option must be
used to settle any purchase contracts secured by the Debentures.

          9.   Pro Rata.
 
          A reference in these terms of the Securities to any payment,
distribution or treatment as being "Pro Rata" shall mean pro rata to each Holder
according to the aggregate liquidation amount of the Securities held by the
relevant Holder in relation to the aggregate liquidation amount of all
Securities outstanding unless, in relation to a payment, an Event of Default
under the Declaration has occurred and is continuing, in which case any funds
available to make such payment shall be paid first to each Holder of the QUIPS
pro rata according to the aggregate liquidation amount of QUIPS held by the
relevant Holder relative to the aggregate liquidation amount of all QUIPS
outstanding, and only after satisfaction of all amounts owed to the Holders of
the QUIPS (as described in Section 10), to each Holder of Common Trust
Securities pro rata according to the aggregate liquidation amount of Common
Trust Securities held by the relevant Holder relative to the aggregate
liquidation amount of all Common Trust Securities outstanding.

          10.  Ranking; Subordination of Common Trust Securities.

          (a)  The QUIPS rank pari passu with the Common Trust Securities and
payment of Distributions on, and the Final Redemption Price of, the QUIPS and
the Common Trust Securities, as applicable, shall be made pro rata based on the
liquidation amount of the QUIPS and Common Trust Securities; provided, however,
that if on any Distribution Date or Maturity Date an Event of Default under the
Declaration (solely as the result of an event described in clauses (1), (2) or
(3) of the definition of Event of Default in the Indenture) shall have occurred
and be continuing, no payment of any Distribution, or Final Redemption Price of,
any of the Common Trust Securities, and no other payment on account of the
redemption, liquidation or other acquisition of the Common Trust Securities,
shall be made unless payment in full in cash of all accumulated and unpaid
Distributions on all of the outstanding QUIPS for all distribution periods
terminating on or prior thereto or, in the case of the Maturity Date, the full
amount of the Final Redemption Price therefor, shall have been made or provided
for, and all funds available to the Property Trustee shall first be applied to
the payment in full in cash of all Distributions on, or Final Redemption Price
of, the QUIPS then due and payable.

          In the case of any Event of Default, the holder of the Common Trust
Securities will be deemed to have waived any right to act with respect to such
Event of Default until the effect of such Event of Default shall have been
cured, waived or otherwise eliminated. Until any such Event of Default has been
so cured, waived or otherwise eliminated, the Property Trustee shall act solely
on behalf of the Holders of the QUIPS, and only the Holders of the QUIPS will
have the right to direct the Property Trustee to act on their behalf.

          11.  Acceptance of Securities Guarantee and Indenture.

          Each Holder of QUIPS and Common Trust Securities, by the acceptance
thereof, agrees to the provisions of the QUIPS Guarantee and the Common Trust
Securities Guarantee, respectively, including the subordination provisions
therein and to the provisions of the Indenture and the Declaration.

          12.  No Preemptive Rights.
 
          The Holders of the Securities shall have no preemptive or similar
rights to subscribe for any additional securities.

          13.  Miscellaneous.
 
          These terms constitute a part of the Declaration.

          The Sponsor will provide a copy of the Declaration, the Indenture, the
QUIPS Guarantee or the Common Trust Securities Guarantee (as may be appropriate)
and the Indenture (including any supplemental indenture) to a Holder without
charge on written request to the Sponsor at its principal place of business.
<PAGE>
                                   EXHIBIT A-1
 
                  FORM OF QUARTERLY INCOME PREFERRED SECURITIES
                             FORM OF FACE OF SECURITY

          THIS QUARTERLY INCOME PREFERRED SECURITY IS A GLOBAL SECURITY WITHIN
THE MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY (THE "CLEARING AGENCY") OR A NOMINEE OF THE
CLEARING AGENCY. THIS QUIPS IS EXCHANGEABLE FOR QUIPS REGISTERED IN THE NAME OF
A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS QUIPS (OTHER
THAN A TRANSFER OF THIS QUIPS AS A WHOLE BY THE CLEARING AGENCY TO A NOMINEE OF
THE CLEARING AGENCY OR BY A NOMINEE OF THE CLEARING AGENCY TO THE CLEARING
AGENCY OR ANOTHER NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN
LIMITED CIRCUMSTANCES.

          UNLESS THIS QUIPS IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK), A NEW YORK
CORPORATION, TO THE TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY QUIPS ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.

Certificate Number               Number of Quarterly Income Preferred Securities

CUSIP NO.  03072Y201                              4,150,000

          Certificate Evidencing Quarterly Income Preferred Securities  
                                        of
                                AmerUs Capital II

6.86% Quarterly Income Preferred Securities (liquidation amount $31.5625 per
Quarterly Income Preferred Security)

AmerUs Capital II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that The Chase Manhattan Bank,
as Collateral Agent (the "Holder") is the registered owner of 4,150,000
securities of the Trust representing preferred undivided beneficial interests in
the assets of the Trust designated the 6.86% Quarterly Income Preferred
Securities (liquidation amount $31.5625 per Quarterly Income Preferred Security)
(the "QUIPS"). Subject to the terms of the Declaration (as defined below), the
QUIPS 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 QUIPS 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 July 27, 1998, as the
same may be amended from time to time (the "Declaration"), including the
designation of the terms of the QUIPS as set forth in Annex I to the
Declaration.  Capitalized terms used but not defined herein shall have the
meaning given them in the Declaration. The Sponsor will provide a copy of the
Declaration, the QUIPS Guarantee and the Indenture to a Holder without charge
upon written request to the Trust 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 and to the benefits of
the QUIPS Guarantee to the extent provided therein.
 
          By acceptance, the Holder agrees to treat, for United States Federal
income tax purposes, the Trust as a grantor trust, the Debentures as
indebtedness and the QUIPS as evidence of indirect beneficial ownership in the
Debentures.
 
          IN WITNESS WHEREOF, the Trust has executed this certificate this 27th
day of July, 1998.

                              AMERUS CAPITAL II



                              By:----------------------------
                              Name:
                              Title:    Administrator  
<PAGE>
                 PROPERTY TRUSTEE'S CERTIFICATE OF AUTHENTICATION


          This is one of the Quarterly Income Preferred Securities referred to
in the within-mentioned Declaration.

Dated:    July 27, 1998

                              FIRST UNION NATIONAL BANK, not in its
                              individual capacity, but solely as Property
Trustee



                              By:---------------------------------
                              Authorized Signatory
<PAGE>
                           FORM OF REVERSE OF SECURITY


          Distributions payable on each QUIPS will initially be fixed at a rate
per annum of 6.86% (the "Distribution Rate") of the stated liquidation amount of
$31.5625 per QUIPS (the "Liquidation Amount").  On and after the Market Rate
Increase Date (as defined in the Indenture) if the Rate Increase Agent (as
defined in the Indenture), increases the Initial Interest Rate (as defined in
the Indenture) to the Market Increase Rate (as defined in the Indenture),
Distributions will be fixed at a rate per annum of the Liquidation Amount equal
to the Market Increase Rate.  The Distribution Rate as in effect at any
applicable time is hereinafter referred to as the "Coupon Rate."  Distributions
in arrears for more than one quarterly period will bear interest thereon
compounded quarterly at the rate of 6.86% per annum plus, for the period after
the Market Rate Increase Date, the amount (if any), by which the Distribution
Rate shall have been increased (together, the "Deferral Rate") (to the extent
permitted by applicable law).  The term "Distributions", as used herein,
includes such cash distributions and any such interest unless otherwise stated. 
A Distribution is payable only to the extent that payments are made in respect
of the Debentures held by the Property Trustee and to the extent the Property
Trustee has funds on hand legally available therefor.
 
          Distributions on the QUIPS will be cumulative, will accumulate from
the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from July 27, 1998 and will be payable quarterly
in arrears, on January 27, April 27, July 27, and October 27 of each year,
commencing on October 27, 1998, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months.  As long as no Event of Default has occurred and is
continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to elect to defer payments of interest by extending the interest
payment period at any time and from time to time on the Debentures (each an
"Extension Period"), provided that no Extension Period shall end on a date other
than an Interest Payment Date for the Debentures or extend beyond the Maturity
Date of the Debentures. As a consequence of such deferral, Distributions will
also be deferred. Despite such deferral, quarterly Distributions will continue
to accumulate with interest thereon (to the extent permitted by applicable law,
but not at a rate exceeding the rate of interest then accruing on the
Debentures) at the Deferred Rate compounded quarterly during any such Extension
Period. Prior to the termination of any such Extension Period, the Debenture
Issuer may further defer payments of interest by further extending such
Extension Period; provided that such Extension Period may not extend beyond the
Maturity Date of the Debentures. Payments of accumulated Distributions will be
payable to Holders as they appear on the books and records of the Trust on the
first record date after the end of the Extension Period. Upon the termination of
any Extension Period and the payment of all amounts then due, the Debenture
Issuer may commence a new Extension Period, subject to the above requirements.
 
          Subject to the conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time dissolve the Trust and, after satisfaction of liabilities to creditors of
the Trust as required by applicable law, cause the Debentures to be distributed
to the holders of the Securities in liquidation of the Trust.

          The QUIPS will be subject to mandatory redemption on the Maturity Date
of the Debentures as provided in the Declaration.  

          The QUIPS and the rights of the Holders shall be governed by and
interpreted in accordance with the laws of the State of Delaware and all rights
and remedies shall be governed by such laws without regard to principles of
conflict of laws.
<PAGE>
                                    ASSIGNMENT


FOR VALUE RECEIVED, the undersigned assigns and transfers this 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 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 Security)  


Signature Guarantee(1):  -------------------------------

(1)  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 and Exchange Act of 1934, as amended.

<PAGE>
                NOTICE TO REQUIRE EXERCISE OF JUNIOR SUBORDINATED
                               DEBENTURE PUT OPTION

The undersigned holder of this Security hereby irrevocably exercises the right
to require the Trust to distribute to the Put Agent Debentures having an
aggregate principal amount equal to the Liquidation Amount of the number of
QUIPS listed below (which number does not exceed the number evidenced hereby) in
exchange for such number of QUIPS, on the Stock Purchase Date in connection with
the concurrent exercise by the Put Agent on behalf of the holder of this
Security of the Debenture Put Option related hereto on such date.  Pursuant to
the aforementioned exercise of the right to require the Trust to distribute to
the Put Agent Debentures in exchange for such number of QUIPS, the undersigned
hereby directs the Property Trustee to take any actions necessary to effect the
exchange of such number of QUIPS for such principal amount of Debentures.  Any
cash received on the exercise of such option must be used to settle any purchase
contracts secured by the Debentures.

Date:     ----------------------------

Number of QUIPS (not to exceed number of QUIPS evidenced hereby)

Signature:  -------------------------------
(Sign exactly as your name appears on the other side of this Security)  

Please Print or Type Name and Address,
Including Zip Code, and Social Security
or Other Identifying Number

----------------------------------
----------------------------------
----------------------------------

Signature Guarantee(1):  ----------------------------------

(1)  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 and Exchange Act of 1934, as amended.
<PAGE>
                                   EXHIBIT A-2

                   FORM OF COMMON TRUST SECURITY CERTIFICATE  


THIS COMMON TRUST SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS OR ANY
OTHER APPLICABLE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN
EFFECTIVE REGISTRATION STATEMENT.

THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED.

                                             (128,351)
Certificate Number    1                        Number of Common Trust Securities

                  Certificate Evidencing Common Trust Securities
                                        of
                                AmerUs Capital II

   6.86% Common Trust Securities (liquidation amount $31.5625 per Common Trust
Security)  

AmerUs Capital II, a statutory business trust created under the laws of the
State of Delaware (the "Trust"), hereby certifies that AmerUs Life Holdings,
Inc. (the "Holder") is the registered owner of  common trust securities of the
Trust representing undivided beneficial interests in the assets of the Trust
designated the 6.86% Common Trust Securities (liquidation amount $31.5625  per
Common Trust Security) (the "Common Trust Securities").  The designation,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Trust 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 July 27, 1998 as the same may be amended from
time to time (the "Declaration"), including the designation of the terms of the
Common Trust Securities as set forth in Annex I to the Declaration.  Capitalized
terms used but not defined herein shall have the meaning given them in the
Declaration.

          Upon receipt of this certificate, the Sponsor is bound by the
Declaration and is entitled to the benefits thereunder and to the benefits of
the Common Trust Securities Guarantee to the extent provided therein.

          By acceptance, the Holder agrees to treat, for United States Federal
income tax purposes, the Debentures as indebtedness and the Common Trust
Securities as evidence of indirect beneficial ownership in the Debentures.
<PAGE>
          IN WITNESS WHEREOF, the Trust has executed this certificate this 27th
day of July 1998.


                              AMERUS CAPITAL II



                              ----------------------------------
                              Name:
                              Title:    Administrator
<PAGE>
                           FORM OF REVERSE OF SECURITY

          Distributions payable on each Common Trust Security will initially be
fixed at a rate per annum of 6.86% (the "Distribution Rate") of the stated
liquidation amount of $31.5625 per Common Trust Security (the "Liquidation
Amount").  On and after the Market Rate Increase Date (as defined in the
Indenture) if the Rate Increase Agent (as defined in the Indenture), increases
the Initial Interest Rate (as defined in the Indenture) to the Market Increase
Rate (as defined in the Indenture), Distributions will be fixed at a rate per
annum of the Liquidation Amount equal to the Market Increase Rate.  The
Distribution Rate as in effect at any applicable time is hereinafter referred to
as the "Coupon Rate."  Distributions in arrears for more than one quarterly
period will bear interest thereon compounded quarterly at the rate of 6.86% per
annum plus, for the period after the Market Rate Increase Date, the amount (if
any), by which the Distribution Rate shall have been increased (together, the
"Deferral Rate") (to the extent permitted by applicable law). The term
"Distributions", as used herein, includes such cash distributions and any such
interest unless otherwise stated.  A Distribution is payable only to the extent
that payments are made in respect of the Debentures held by the Property Trustee
and to the extent the Property Trustee has funds available therefor.

          Distributions on the Common Trust Securities will be cumulative, will
accrue from the most recent date to which Distributions have been paid or, if no
Distributions have been paid, from July 27, 1998 and will be payable quarterly
in arrears, on January 27, April 27, July 27, and October 27 of each year,
commencing on October 27, 1998, except as otherwise described below.
Distributions will be computed on the basis of a 360-day year consisting of
twelve 30-day months.  As long as no Event of Default has occurred and is
continuing under the Indenture, the Debenture Issuer has the right under the
Indenture to elect to defer payments of interest by extending the interest
payment period at any time and from time to time on the Debentures (each an
"Extension Period"), provided that no Extension Period shall end on a date other
than an Interest Payment Date for Debentures or extend beyond the Maturity Date
of the Debentures. As a consequence of such deferral, Distributions will also be
deferred. Despite such deferral, Distributions will continue to accumulate with
interest thereon (to the extent permitted by applicable law, but not at a rate
exceeding the rate of interest then accruing on the Debentures) at the Deferral
Rate compounded quarterly during any such Extension Period. Prior to the
termination of any such Extension Period, the Debenture Issuer may further defer
payments of interest by further extending such Extension Period; provided that
such Extension Period may not extend beyond the Maturity Date of the Debentures.
Payments of accrued Distributions will be payable to Holders as they appear on
the books and records of the Trust on the first record date after the end of the
Extension Period. Upon the termination of any Extension Period and the payment
of all amounts then due, the Debenture Issuer may commence a new Extension
Period, subject to the above requirements.

          Subject to the conditions set forth in the Declaration and the
Indenture, the Property Trustee may, at the direction of the Sponsor, at any
time liquidate the Trust and, after satisfaction of liabilities to creditors of
the Trust as provided by applicable law, cause the Debentures to be distributed
to the holders of the Securities in liquidation of the Trust.

          The Common Trust Securities will be subject to mandatory redemption on
the Maturity Date of the Debentures, as provided in the Declaration.

          The Common Trust Securities and the rights of the holders thereof
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware and all rights and remedies shall be governed by such laws
without regard to principles of conflict of laws.

                        ----------------------------------