CERTIFICATE OF TRUST

                                       OF

                       LIBERTY FINANCIAL CAPITAL TRUST II


     THIS Certificate of Trust of Liberty Financial Capital Trust II (the
"Trust"), dated as of September 11, 1998, is being duly executed and filed by
the undersigned, as trustees, to form a business trust under the Delaware
Business Trust Act (12 Del. C. ss. 3801, et seq.).

     1. Name. The name of the business trust formed hereby is Liberty Financial
Capital Trust II.

     2. Delaware Trustee. The name and business address of the trustee of the
Trust with a principal place of business in the State of Delaware are Wilmington
Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

     3. Effective Date. This Certificate of Trust shall be effective upon
filing.

     IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust, have
executed this Certificate of Trust as of the date first-above written.

                              WILMINGTON TRUST COMPANY, not in its
                              individual capacity but solely as trustee of the
                              Trust


                              By: /s/ Donald G. MacKelcan
                                  ----------------------------------------------
                                  Name:  Donald G. MacKelcan
                                  Title: Assistant Vice President


                              JAMES ANDREW HILBERT, not in his individual
                              capacity but solely as trustee of the Trust


                              /s/ James Andrew Hilbert
                              --------------------------------------------------