Exhibit 4
                                   ARTICLE II

                                     Shares

         Section 2.1. SHARES; TRUST CERTIFICATES; SHAREHOLDERS. The units into
which the beneficial interest in the Trust will be divided shall be designated
as "Shares." The certificates evidencing ownership of Shares in the Trust shall
be designated as Certificates of Beneficial Interest or Share certificates, and
shall be in such form as the Trustees may prescribe. The registered holders
thereof shall be designated as "Shareholders." The shares shall be personal
property. The shareholders shall have no legal title or interest in the property
of the Trust and no right to a partition thereof or to an accounting during the
continuance of the Trust. They shall have only the rights expressly provided in
this Declaration.

         Section 2.2. AMOUNT AND CLASS OF SHARES. The Trust shall be divided in
20,000,000 Shares and each Share shall be of the par value of $1.00. All shares
shall be of the same class and shall have equal voting, distribution,
liquidation and other rights.

         Section 2.3. SALE OF SHARES. The Trustees may from time to time issue,
sell by private or public offering, or exchange Shares in such number, for such
sums of money, real estate, or other consideration (not less than par value) as
they deem proper. Shareholders shall have no pre-emptive rights to acquire
additional Shares. The Trustees shall upon the request of a Shareholder cause
share certificates to be issued to evidence the ownership of Shares in the
Trust.

         Section 2.4. ACQUISITION OF SHARES BY TRUST. The Trustees may, on
behalf of the Trust, at any time, purchase or otherwise acquire outstanding
Shares for such consideration and on such terms as they may deem proper. Shares
so acquired shall not participate in distributions from the Trust so long as
they belong to the Trust. Such Shares may, in the discretion of the Trustees, be
cancelled and no longer be deemed to be outstanding or may be held in the
treasury and be disposed of by the Trustees at such time or times, to such party
or parties, and for such consideration, as the Trustees may deem appropriate.

         Section 2.5. TRANSFERABILITY OF SHARES. Shares shall be transferable in
the same manner and to the same extent as a "security" under Article 8 of the
Iowa Uniform Commercial Code. The persons in whose names the Shares are
registered on the books of the Trust shall be deemed the absolute owners
thereof, and, until a transfer is effected on the books of the Trust, the
Trustees shall not be affected by any notice, actual or constructive, of any
transfer.

         Section 2.6. PERCENTAGE OF OWNERSHIP. Notwithstanding the provisions of
Section 2.5 hereof, any Shareholder or proposed Shareholder shall be obligated,
upon demand of the Trustees, or their agents, to furnish to the Trust such
information as is necessary to determine whether any transfer or issuance of
Shares on the books of the Trust will result, under the applicable Federal laws
and regulations concerning attribution of ownership, in such person acquiring
more than ten (10) percent of the beneficial interest in the Trust, or in five
(5) or less persons acquiring more than fifty (50) percent of the beneficial
interest in the Trust. In the event that the Trustees determine from such
information that such a transfer or issuance of Shares would result in such a
person or persons owning such percentage of the beneficial interest, the
Trustees may refuse to make any such transfer or issuance.

         Section 2.7. EFFECT OF TRANSFER OF SHARES OR DEATH, INSOLVENCY, OR
INCAPACITY OF SHAREHOLDERS. Neither the transfer of Shares, nor the death,
insolvency or incapacity of any Shareholder shall operate to




dissolve or terminate the Trust, nor shall it entitle any transferee, legal
representative or other person to a partition of the property of the Trust or to
an accounting.

         Section 2.8. NONASSESSABILITY OF SHARES. When payment of the
consideration for which shares are to be issued shall have been received by the
Trust, such Shares shall be deemed to be fully paid and nonassessable. In the
absence of actual fraud in the transaction, the judgment of the Board of
Trustees as to the value of the consideration received for Shares shall be
conclusive.

                                   ARTICLE III

                                  Shareholders

         Section 3.1. LIMITED LIABILITY. Shareholders shall be under no
obligation to the Trust or its creditors with respect to their ownership of
Shares other than the obligation to pay to the Trust the full consideration for
which said Shares were issued, and the Trustees shall have no power to bind the
Shareholders personally. Upon any debt, claim, demand, judgment, decree or
obligation of any nature whatsoever against or incurred by the Trust, or by the
Trustees, officers or other representatives or agents of the Trust in their
capacities as such, whether founded upon contract, tort or otherwise, resort of
the creditors shall be had solely against the funds and property of the Trust
and the Shareholders shall not be personally liable therefor.

         Section 3.2. NOTICE OF LIMITED LIABILITY. In any written order,
contract, note, mortgage, instrument or obligation given or executed by the
Trustees or with their authority, the Trustees shall cause to be inserted a
provision substantially as follows:

                  "It is understood and agreed upon by the parties hereto (1)
         that the USP Real Estate Investment Trust is a common law trust
         organized under the laws of Iowa pursuant to a Declaration of Trust
         dated March 10, 1970, as amended, and recorded in the office of the
         Recorder of Linn County, Iowa, (2) that the holders of shares of
         beneficial interest in the Trust shall not be personally liable
         thereon, and (3) that the other party hereto shall look solely to the
         funds and property of the Trust for the payment of any claim arising
         hereunder."

However, no failure of the Trustees, representatives of agents of the Trust to
place such notice in any document or instrument shall have the effect of
rendering any Shareholder personally liable thereon.

         Section 3.3. ANNUAL MEETING OF SHAREHOLDERS. The Shareholders shall
meet annually following the delivery of the certified annual report to
Shareholders at such time and place as may be prescribed in the by-laws of the
Trust, or as may be fixed by the Board of Trustees in accordance with the
provisions thereof.

         Section 3.4. SPECIAL MEETINGS OF SHAREHOLDERS. Special meetings of the
Shareholders may be called by the Chairman of the Board of Trustees, by a
majority of the Trustees or by any officer of the Trust upon the written request
of Shareholders holding together not less than twenty-five (25) percent of the
outstanding Shares which would be entitled to vote at such special meeting. The
call and notice of a special meeting shall state the nature of the business to
be transacted thereat, together with the time, date and place of said meeting.
If the special meeting is called upon the written request of Shareholders, such
request of the Shareholders shall also state the specific purpose of such call
and no other business shall be considered.




         Section 3.5. QUORUM OF SHAREHOLDERS. One-third (1/3) of the outstanding
Shares, represented in person or by proxy, shall constitute a quorum at any
meeting of Shareholders. If a quorum is present, the affirmative vote of the
majority of Shares represented at the meeting shall be the act of the
Shareholders, unless the vote of a greater number of Shares is required by this
Declaration of Trust.

         Section 3.6. ANNUAL REPORT. Within one hundred twenty (120) days after
the close of the Trust's fiscal year, the Trustees shall cause an annual report
to be prepared and distributed to each Shareholder and to each Trustee, to the
Commissioner of Insurance of the State of Iowa and to the Blue Sky or securities
law administrator of such other States as the Trustees or officers of the Trust
may deem advisable. Such annual report shall contain a statement of the
activities of the Trust during the fiscal year as well as a balance sheet,
statement of income and surplus of the Trust, together with an opinion by an
independent certified public accountant based on an examination of the books and
records of the Trust not materially limited in scope, and made in accordance
with generally accepted auditing procedures applied on a consistent basis. The
copies delivered to the Trustees and administrators shall be manually signed.

         Section 3.7. PERIODIC REPORTS. No less often than quarterly (except at
the time of the annual report), the Trustees shall furnish to the Shareholders,
to the Commissioner of Insurance of the State of Iowa, and to the Blue Sky or
securities law administrator of such other States as the Trustees or officers of
the Trust may deem advisable, unaudited reports containing a current balance
sheet and other pertinent information regarding the Trust and its activities for
the respective period. Such reports shall be distributed within sixty (60) days
after the end of the period covered by the report.

         Section 3.8. REPORTS ON DISTRIBUTIONS. Distributions to Shareholders
shall be accompanied to the extent possible by a statement in writing advising
Shareholders of the extent to which the distribution represents ordinary income,
a capital gains distribution or a return of capital. In the event of doubt as to
the taxable status of a distribution at the time it is made, the taxable nature
of the funds so distributed shall be reported to Shareholders no later than
sixty (60) days after the close of the fiscal year in which the distribution was
made.

         Section 3.9. INSPECTION OF RECORDS. The records of the Trust shall be
subject to inspection at reasonable times by the Commissioner of Insurance of
the State of Iowa and by the Shareholders to the same extent as it permitted to
shareholders of a corporation under the Iowa Business Corporation Act.

         Section 3.10. INDEMNIFICATION OF SHAREHOLDERS. Upon reasonable written
notice to the Trust and upon unequivocal cooperation by a Shareholder with the
Trust, the Trust shall indemnify and hold each Shareholder harmless from and
against all claims and liabilities (other than those caused by the negligence or
misconduct of the Shareholder), whether they proceed to judgment, or are
settled, or otherwise brought to a conclusion, to which such Shareholder may
become subject by reason of his being or having been a Shareholder of the Trust.
The Trust shall further furnish legal counsel and shall reimburse a Shareholder
for reasonable expenses incurred by him in connection with any such claim or
liability. The rights accruing to a Shareholder under this Section 3.10 shall
not exclude any other right to which such Shareholder may be lawfully entitled,
nor shall anything herein contained restrict the right of the Trust to indemnify
or reimburse a Shareholder in an appropriate situation even though not
specifically provided herein; provided, however, that the Trust shall have no
liability to reimburse Shareholders for taxes assessed against them by reason of
their ownership of Shares, nor for any losses suffered by reason of changes in
the market value of the Shares or any other securities of the Trust.





         Section 3.11. INSURANCE. In order to protect the Trust assets, the
Trustees shall at all times maintain or cause to be carried adequate insurance,
as determined by their sound business judgment, against all customary types of
liabilities and hazards.

         Section 3.12. INFORMAL ACTION BY SHAREHOLDERS. Any action required by
this Declaration of Trust to be taken at a meeting of the Shareholders, or any
action which may be taken at a meeting of the Shareholders, may be taken without
a meeting if a consent in writing setting forth the action so taken shall be
signed by all of the Shareholders entitled to vote with respect to the subject
matter thereof. Such consent shall have the same force and effect as a unanimous
vote and may be stated as such in any document filed pursuant hereto.

         Section 3.13. DIVIDENDS OR DISTRIBUTIONS. The Trustees may from time to
time declare and pay to the Shareholders, in proportion to their respective
ownership of Shares, out of the earnings, profits or surplus (including paid-in
capital), or assets in the hands of the Trustees, such dividends or other
distributions as they see fit. The declaration and payment of such dividends or
other distributions and the determination of earnings, profits, surplus
(including paid-in capital) available for dividends and other purposes shall lie
wholly in the discretion of the Trustees and no Shareholder shall be entitled to
receive or be paid any dividends or to receive any distribution except as
determined by the Trustees in the exercise of said discretion.